0001628280-22-008836.txt : 20220408 0001628280-22-008836.hdr.sgml : 20220408 20220408164923 ACCESSION NUMBER: 0001628280-22-008836 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 104 CONFORMED PERIOD OF REPORT: 20220131 FILED AS OF DATE: 20220408 DATE AS OF CHANGE: 20220408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gitlab Inc. CENTRAL INDEX KEY: 0001653482 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 471861035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40895 FILM NUMBER: 22817642 BUSINESS ADDRESS: STREET 1: 268 BUSH STREET STREET 2: #350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 650-474-5175 MAIL ADDRESS: STREET 1: 268 BUSH STREET STREET 2: #350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 10-K 1 gtlb-20220131.htm 10-K gtlb-20220131
00016534822022FYFALSEP2YP10Y00016534822021-02-012022-01-310001653482us-gaap:CommonClassAMember2022-04-01xbrli:shares0001653482us-gaap:CommonClassBMember2022-04-0100016534822021-10-14iso4217:USD00016534822022-01-3100016534822021-01-31iso4217:USDxbrli:shares0001653482us-gaap:CommonClassAMember2022-01-310001653482us-gaap:CommonClassAMember2021-01-310001653482us-gaap:CommonClassBMember2022-01-310001653482us-gaap:CommonClassBMember2021-01-310001653482us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-01-310001653482gtlb:SubscriptionAndSoftwareMember2021-02-012022-01-310001653482gtlb:SubscriptionAndSoftwareMember2020-02-012021-01-310001653482gtlb:SubscriptionAndSoftwareMember2019-02-012020-01-310001653482gtlb:LicenseProfessionalServicesAndOtherMember2021-02-012022-01-310001653482gtlb:LicenseProfessionalServicesAndOtherMember2020-02-012021-01-310001653482gtlb:LicenseProfessionalServicesAndOtherMember2019-02-012020-01-3100016534822020-02-012021-01-3100016534822019-02-012020-01-3100016534822019-01-310001653482us-gaap:CommonStockMember2019-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMember2019-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMember2019-01-310001653482us-gaap:AdditionalPaidInCapitalMember2019-01-310001653482us-gaap:RetainedEarningsMember2019-01-310001653482us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-310001653482us-gaap:NoncontrollingInterestMember2019-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMembergtlb:ConversionToDualClassCommonStockStructureMember2019-02-012020-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMembergtlb:ConversionToDualClassCommonStockStructureMember2019-02-012020-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMembergtlb:ConversionOfClassBToClassAMember2019-02-012020-01-310001653482us-gaap:CommonStockMembergtlb:ConversionOfClassBToClassAMemberus-gaap:CommonClassBMember2019-02-012020-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMember2019-02-012020-01-310001653482us-gaap:AdditionalPaidInCapitalMember2019-02-012020-01-310001653482us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-02-012020-01-310001653482us-gaap:RetainedEarningsMember2019-02-012020-01-3100016534822020-01-310001653482us-gaap:CommonStockMember2020-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMember2020-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-01-310001653482us-gaap:AdditionalPaidInCapitalMember2020-01-310001653482us-gaap:RetainedEarningsMember2020-01-310001653482us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-310001653482us-gaap:NoncontrollingInterestMember2020-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMember2020-02-012021-01-310001653482us-gaap:AdditionalPaidInCapitalMember2020-02-012021-01-310001653482us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-012021-01-310001653482us-gaap:RetainedEarningsMember2020-02-012021-01-310001653482us-gaap:CommonStockMember2021-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-01-310001653482us-gaap:AdditionalPaidInCapitalMember2021-01-310001653482us-gaap:RetainedEarningsMember2021-01-310001653482us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-310001653482us-gaap:NoncontrollingInterestMember2021-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMember2021-02-012022-01-310001653482us-gaap:AdditionalPaidInCapitalMember2021-02-012022-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMembergtlb:ConversionOfStockBySellingStockholderUponInitialPublicOfferingMember2021-02-012022-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMembergtlb:ConversionOfStockBySellingStockholderUponInitialPublicOfferingMember2021-02-012022-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMember2021-02-012022-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMembergtlb:ConversionOfClassBToClassAMember2021-02-012022-01-310001653482us-gaap:CommonStockMembergtlb:ConversionOfClassBToClassAMemberus-gaap:CommonClassBMember2021-02-012022-01-310001653482us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-02-012022-01-310001653482us-gaap:NoncontrollingInterestMember2021-02-012022-01-310001653482us-gaap:RetainedEarningsMember2021-02-012022-01-310001653482us-gaap:CommonStockMember2022-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-01-310001653482us-gaap:CommonStockMemberus-gaap:CommonClassBMember2022-01-310001653482us-gaap:AdditionalPaidInCapitalMember2022-01-310001653482us-gaap:RetainedEarningsMember2022-01-310001653482us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-310001653482us-gaap:NoncontrollingInterestMember2022-01-3100016534822019-01-012019-01-31xbrli:pure0001653482us-gaap:CommonClassAMemberus-gaap:IPOMember2021-10-182021-10-180001653482us-gaap:CommonClassAMemberus-gaap:IPOMember2021-10-180001653482us-gaap:CommonClassAMemberus-gaap:OverAllotmentOptionMember2021-10-182021-10-180001653482us-gaap:CommonClassAMembergtlb:IPOSharesFromExistingStockholderMember2021-10-182021-10-1800016534822021-10-1700016534822021-10-180001653482gtlb:OneDistributionChannelMemberus-gaap:CreditConcentrationRiskMemberus-gaap:AccountsReceivableMember2021-02-012022-01-31gtlb:obligation0001653482srt:MinimumMember2021-02-012022-01-310001653482srt:MaximumMember2021-02-012022-01-3100016534822022-02-012022-01-3100016534822021-10-182021-10-180001653482us-gaap:RestrictedStockUnitsRSUMembersrt:ChiefExecutiveOfficerMember2021-05-012021-05-31gtlb:target0001653482us-gaap:RestrictedStockUnitsRSUMembersrt:MinimumMembersrt:ChiefExecutiveOfficerMember2021-05-012021-05-310001653482us-gaap:RestrictedStockUnitsRSUMembersrt:ChiefExecutiveOfficerMembersrt:MaximumMember2021-05-012021-05-310001653482gtlb:A2021EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2021-09-012021-09-30gtlb:periodgtlb:segmentgtlb:reporting_unit0001653482us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2021-02-012022-01-310001653482us-gaap:ComputerEquipmentMember2021-02-012022-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMembergtlb:SubscriptionAndSoftwareMemberus-gaap:ProductConcentrationRiskMember2021-02-012022-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMembergtlb:SubscriptionAndSoftwareMemberus-gaap:ProductConcentrationRiskMember2020-02-012021-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMembergtlb:SubscriptionAndSoftwareMemberus-gaap:ProductConcentrationRiskMember2019-02-012020-01-310001653482us-gaap:SubscriptionAndCirculationMember2021-02-012022-01-310001653482us-gaap:SubscriptionAndCirculationMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2021-02-012022-01-310001653482us-gaap:SubscriptionAndCirculationMember2020-02-012021-01-310001653482us-gaap:SubscriptionAndCirculationMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2020-02-012021-01-310001653482us-gaap:SubscriptionAndCirculationMember2019-02-012020-01-310001653482us-gaap:SubscriptionAndCirculationMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2019-02-012020-01-310001653482gtlb:SubscriptionSoftwareAsAServiceMember2021-02-012022-01-310001653482gtlb:SubscriptionSoftwareAsAServiceMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2021-02-012022-01-310001653482gtlb:SubscriptionSoftwareAsAServiceMember2020-02-012021-01-310001653482gtlb:SubscriptionSoftwareAsAServiceMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2020-02-012021-01-310001653482gtlb:SubscriptionSoftwareAsAServiceMember2019-02-012020-01-310001653482gtlb:SubscriptionSoftwareAsAServiceMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2019-02-012020-01-310001653482gtlb:LicenseProfessionalServicesAndOtherMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2021-02-012022-01-310001653482gtlb:LicenseProfessionalServicesAndOtherMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2020-02-012021-01-310001653482gtlb:LicenseProfessionalServicesAndOtherMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2019-02-012020-01-310001653482us-gaap:LicenseMember2021-02-012022-01-310001653482us-gaap:LicenseMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2021-02-012022-01-310001653482us-gaap:LicenseMember2020-02-012021-01-310001653482us-gaap:LicenseMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2020-02-012021-01-310001653482us-gaap:LicenseMember2019-02-012020-01-310001653482us-gaap:LicenseMemberus-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2019-02-012020-01-310001653482gtlb:ProfessionalServicesAndOtherMember2021-02-012022-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMembergtlb:ProfessionalServicesAndOtherMember2021-02-012022-01-310001653482gtlb:ProfessionalServicesAndOtherMember2020-02-012021-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMembergtlb:ProfessionalServicesAndOtherMember2020-02-012021-01-310001653482gtlb:ProfessionalServicesAndOtherMember2019-02-012020-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMembergtlb:ProfessionalServicesAndOtherMember2019-02-012020-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2021-02-012022-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2020-02-012021-01-310001653482us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMemberus-gaap:ProductConcentrationRiskMember2019-02-012020-01-310001653482country:US2021-02-012022-01-310001653482country:US2020-02-012021-01-310001653482country:US2019-02-012020-01-310001653482srt:EuropeMember2021-02-012022-01-310001653482srt:EuropeMember2020-02-012021-01-310001653482srt:EuropeMember2019-02-012020-01-310001653482srt:AsiaPacificMember2021-02-012022-01-310001653482srt:AsiaPacificMember2020-02-012021-01-310001653482srt:AsiaPacificMember2019-02-012020-01-310001653482us-gaap:GeographicConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMembercountry:US2021-11-012022-01-310001653482us-gaap:GeographicConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMembercountry:US2020-11-012021-01-310001653482us-gaap:GeographicConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMembercountry:US2020-02-012021-01-310001653482gtlb:ComputerAndOfficeEquipmentMember2022-01-310001653482us-gaap:LeaseholdImprovementsMember2022-01-310001653482country:US2022-01-310001653482country:CN2022-01-310001653482gtlb:AllOtherCountriesMember2022-01-310001653482gtlb:OpstraceIncMember2021-12-032021-12-030001653482gtlb:OpstraceIncMember2021-12-030001653482gtlb:OpstraceIncMemberus-gaap:CommonClassBMember2021-12-032021-12-030001653482gtlb:OpstraceIncMemberus-gaap:CommonClassBMembergtlb:FoundersAndEmployeesMember2021-12-032021-12-030001653482gtlb:OpstraceIncMemberus-gaap:RestrictedStockMembergtlb:FoundersAndEmployeesMember2021-12-310001653482gtlb:OpstraceIncMemberus-gaap:RestrictedStockMembergtlb:FoundersAndEmployeesMember2021-12-032021-12-030001653482gtlb:OpstraceIncMember2021-02-012022-01-310001653482gtlb:OpstraceIncMemberus-gaap:DevelopedTechnologyRightsMember2021-12-030001653482us-gaap:DevelopedTechnologyRightsMember2021-02-012022-01-310001653482gtlb:DevelopedTechnologyRightsBusinessCombinationMember2022-01-310001653482gtlb:DevelopedTechnologyRightsAssetAcquisitionMember2022-01-310001653482gtlb:DevelopedTechnologyRightsAssetAcquisitionMember2021-01-310001653482gtlb:DevelopedTechnologyRightsBusinessCombinationMember2021-02-012022-01-310001653482gtlb:DevelopedTechnologyRightsAssetAcquisitionMember2021-02-012022-01-310001653482gtlb:LoanAndSecurityAgreementMemberus-gaap:LineOfCreditMember2019-04-020001653482us-gaap:CommonClassAMember2021-10-180001653482us-gaap:CommonClassBMember2021-10-18gtlb:vote0001653482gtlb:CommonClassAAndClassBMember2021-01-310001653482gtlb:CommonClassAAndClassBMember2022-01-310001653482us-gaap:RestrictedStockUnitsRSUMembergtlb:CommonClassAAndClassBMember2022-01-310001653482gtlb:CommonClassAAndClassBMemberus-gaap:EmployeeStockMember2022-01-31gtlb:tranche0001653482us-gaap:CommonClassBMember2021-11-182021-11-180001653482gtlb:SeriesSafeA1PreferredStockMember2021-10-170001653482gtlb:SeriesSafeA2PreferredStockMember2021-10-170001653482gtlb:SeriesSafeA3PreferredStockMember2021-10-170001653482us-gaap:SeriesAPreferredStockMember2021-10-170001653482us-gaap:SeriesBPreferredStockMember2021-10-170001653482us-gaap:SeriesCPreferredStockMember2021-10-170001653482us-gaap:SeriesDPreferredStockMember2021-10-170001653482us-gaap:SeriesEPreferredStockMember2021-10-170001653482us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:EmployeeStockOptionMembergtlb:A2015EquityIncentivePlanMember2016-02-012016-04-300001653482us-gaap:EmployeeStockOptionMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMembergtlb:A2015EquityIncentivePlanMember2016-02-012016-04-300001653482us-gaap:EmployeeStockOptionMembergtlb:A2015EquityIncentivePlanMember2016-02-012016-04-300001653482us-gaap:CommonClassAMembergtlb:A2021EquityIncentivePlanMember2021-09-300001653482us-gaap:CommonClassAMembergtlb:A2021EquityIncentivePlanMemberus-gaap:SubsequentEventMember2022-02-012022-02-010001653482us-gaap:RestrictedStockUnitsRSUMember2021-02-012022-01-310001653482us-gaap:RestrictedStockUnitsRSUMember2020-02-012021-01-3100016534822018-02-012019-01-310001653482us-gaap:RestrictedStockUnitsRSUMembergtlb:A2021EquityIncentivePlanMember2021-02-012022-01-310001653482us-gaap:RestrictedStockUnitsRSUMembersrt:MinimumMembergtlb:A2021EquityIncentivePlanMember2021-02-012022-01-310001653482us-gaap:RestrictedStockUnitsRSUMembergtlb:A2021EquityIncentivePlanMembersrt:MaximumMember2021-02-012022-01-310001653482us-gaap:EmployeeStockOptionMember2021-02-012022-01-310001653482us-gaap:EmployeeStockOptionMember2021-02-012021-04-300001653482us-gaap:EmployeeStockOptionMember2020-02-012021-01-310001653482us-gaap:EmployeeStockOptionMember2019-02-012020-01-310001653482us-gaap:RestrictedStockUnitsRSUMembersrt:ChiefExecutiveOfficerMember2021-09-012021-09-300001653482us-gaap:RestrictedStockUnitsRSUMembersrt:ChiefExecutiveOfficerMember2021-05-310001653482us-gaap:RestrictedStockUnitsRSUMembersrt:ChiefExecutiveOfficerMember2021-02-012022-01-310001653482us-gaap:RestrictedStockUnitsRSUMembersrt:ChiefExecutiveOfficerMember2022-01-310001653482gtlb:A2021EmployeeStockPurchasePlanMemberus-gaap:CommonClassAMemberus-gaap:EmployeeStockMember2021-09-300001653482gtlb:A2021EmployeeStockPurchasePlanMemberus-gaap:CommonClassAMemberus-gaap:EmployeeStockMember2021-09-012021-09-300001653482gtlb:A2021EmployeeStockPurchasePlanMemberus-gaap:CommonClassAMemberus-gaap:EmployeeStockMemberus-gaap:SubsequentEventMember2022-02-012022-02-010001653482us-gaap:EmployeeStockMember2021-02-012022-01-310001653482gtlb:A2021EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2021-02-012022-01-310001653482gtlb:A2021EmployeeStockPurchasePlanMemberus-gaap:EmployeeStockMember2022-01-310001653482us-gaap:CostOfSalesMember2021-02-012022-01-310001653482us-gaap:CostOfSalesMember2020-02-012021-01-310001653482us-gaap:CostOfSalesMember2019-02-012020-01-310001653482us-gaap:ResearchAndDevelopmentExpenseMember2021-02-012022-01-310001653482us-gaap:ResearchAndDevelopmentExpenseMember2020-02-012021-01-310001653482us-gaap:ResearchAndDevelopmentExpenseMember2019-02-012020-01-310001653482us-gaap:SellingAndMarketingExpenseMember2021-02-012022-01-310001653482us-gaap:SellingAndMarketingExpenseMember2020-02-012021-01-310001653482us-gaap:SellingAndMarketingExpenseMember2019-02-012020-01-310001653482us-gaap:GeneralAndAdministrativeExpenseMember2021-02-012022-01-310001653482us-gaap:GeneralAndAdministrativeExpenseMember2020-02-012021-01-310001653482us-gaap:GeneralAndAdministrativeExpenseMember2019-02-012020-01-310001653482gtlb:GitLabInformationTechnologyHubeiCoLTDJiHuMember2021-02-2800016534822021-02-28gtlb:investor0001653482us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-02-2800016534822021-02-012021-02-280001653482us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-02-012022-01-310001653482srt:SubsidiariesMembergtlb:MeltanoIncMember2018-07-3100016534822021-04-012021-04-300001653482gtlb:MeltanoIncMember2021-04-300001653482us-gaap:DomesticCountryMember2022-01-310001653482us-gaap:StateAndLocalJurisdictionMember2022-01-310001653482us-gaap:ForeignCountryMember2022-01-310001653482us-gaap:ResearchMemberus-gaap:DomesticCountryMember2022-01-310001653482us-gaap:ResearchMemberus-gaap:StateAndLocalJurisdictionMember2022-01-310001653482us-gaap:EmployeeStockOptionMember2021-02-012022-01-310001653482us-gaap:EmployeeStockOptionMember2020-02-012021-01-310001653482gtlb:UnvestedRestrictedStockUnitsMember2021-02-012022-01-310001653482gtlb:UnvestedRestrictedStockUnitsMember2020-02-012021-01-310001653482gtlb:UnvestedEarlyExercisedStockOptionsMember2021-02-012022-01-310001653482gtlb:UnvestedEarlyExercisedStockOptionsMember2020-02-012021-01-310001653482us-gaap:ConvertiblePreferredStockMember2021-02-012022-01-310001653482us-gaap:ConvertiblePreferredStockMember2020-02-012021-01-310001653482us-gaap:RestrictedStockUnitsRSUMember2021-02-012022-01-310001653482us-gaap:RestrictedStockUnitsRSUMember2020-02-012021-01-310001653482us-gaap:EmployeeStockMember2021-02-012022-01-310001653482us-gaap:EmployeeStockMember2020-02-012021-01-310001653482us-gaap:WarrantMember2021-02-012022-01-310001653482us-gaap:WarrantMember2020-02-012021-01-310001653482gtlb:OrdinarySharesMembergtlb:TenderOfferMembersrt:AffiliatedEntityMember2020-12-012020-12-310001653482gtlb:TenderOfferMemberus-gaap:PreferredStockMembersrt:AffiliatedEntityMember2020-12-012020-12-310001653482gtlb:VestedOptionsMembergtlb:TenderOfferMembersrt:AffiliatedEntityMember2020-12-012020-12-310001653482gtlb:TenderOfferMembersrt:AffiliatedEntityMember2020-12-012020-12-310001653482gtlb:TenderOfferMembersrt:AffiliatedEntityMember2021-02-012022-01-310001653482us-gaap:CommonClassBMembersrt:AffiliatedEntityMember2021-02-012022-01-310001653482srt:AffiliatedEntityMember2021-02-012022-01-310001653482gtlb:TenderOfferMemberus-gaap:CostOfSalesMember2021-02-012022-01-310001653482gtlb:TenderOfferMemberus-gaap:CostOfSalesMember2020-02-012021-01-310001653482gtlb:TenderOfferMemberus-gaap:CostOfSalesMember2019-02-012020-01-310001653482us-gaap:SellingAndMarketingExpenseMembergtlb:TenderOfferMember2021-02-012022-01-310001653482us-gaap:SellingAndMarketingExpenseMembergtlb:TenderOfferMember2020-02-012021-01-310001653482us-gaap:SellingAndMarketingExpenseMembergtlb:TenderOfferMember2019-02-012020-01-310001653482gtlb:TenderOfferMemberus-gaap:ResearchAndDevelopmentExpenseMember2021-02-012022-01-310001653482gtlb:TenderOfferMemberus-gaap:ResearchAndDevelopmentExpenseMember2020-02-012021-01-310001653482gtlb:TenderOfferMemberus-gaap:ResearchAndDevelopmentExpenseMember2019-02-012020-01-310001653482gtlb:TenderOfferMemberus-gaap:GeneralAndAdministrativeExpenseMember2021-02-012022-01-310001653482gtlb:TenderOfferMemberus-gaap:GeneralAndAdministrativeExpenseMember2020-02-012021-01-310001653482gtlb:TenderOfferMemberus-gaap:GeneralAndAdministrativeExpenseMember2019-02-012020-01-310001653482gtlb:TenderOfferMember2021-02-012022-01-310001653482gtlb:TenderOfferMember2020-02-012021-01-310001653482gtlb:TenderOfferMember2019-02-012020-01-3100016534822020-09-012020-09-300001653482gtlb:GitLabInformationTechnologyHubeiCoLTDJiHuMemberus-gaap:SubsequentEventMember2022-03-292022-03-290001653482gtlb:MeltanoIncMemberus-gaap:SubsequentEventMember2022-04-042022-04-040001653482us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-01-310001653482us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-02-012022-01-310001653482us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2022-01-310001653482us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-01-310001653482us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-02-012021-01-310001653482us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2019-01-310001653482us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2019-02-012020-01-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2022
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: 001-40895
GITLAB INC.
(Exact name of registrant as specified in its charter)
Delaware47-1861035
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
Address Not Applicable1
Zip Code Not Applicable1
(Address of Principal Executive Offices)
Zip Code
Not Applicable
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.0000025
per share		GTLBThe Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x
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. x Yes o 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). x Yes o 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 the 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
o
Accelerated filer
o
Non-accelerated filer
x
Smaller reporting company
o
Emerging growth company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
As of April 1, 2022, the number of shares of the registrant’s Class A common stock outstanding was 52.3 million and the number of shares of the registrant’s Class B common stock outstanding was 95.3 million.
As of October 14, 2021, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $7.3 billion based on the closing sales price of the registrant’s Class A common stock as reported on the NASDAQ Stock Market on October 14, 2021 of $103.89 per share. The registrant has elected to use October 14, 2021, which was the closing date of its initial public offering of Class A common stock, as the calculation date because on July 30, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter), the registrant was a privately held company. Shares of common stock held by officers, directors and holders of more than five percent of the outstanding common stock have been excluded from this calculation because such persons may be deemed to be affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2022 Annual Meeting of Stockholders will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended January 31, 2022 and is incorporated by reference into Part III of this Report.
_____________________________
1 We are a remote-only company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, or the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, any stockholder communication required to be sent to our principal executive offices may be directed to the agent for service of process at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, or to the email address: reach.gitlab@gitlab.com.

TABLE OF CONTENTS

Page
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, or this Annual Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements contained in this Form 10-K other than statements of historical fact, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements contained in this Annual Report include, but are not limited to, statements about:
•our future financial performance, including our expectations regarding our total revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in operating expenses and our ability to achieve and maintain future profitability;
•our business plan and our ability to effectively manage our growth;
•our total market opportunity;
•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;
•market acceptance of The DevOps Platform and our ability to increase adoption of The DevOps Platform;
•beliefs and objectives for future operations;
•our ability to further penetrate our existing customer base and attract, retain, and expand our customer base;
•our ability to timely and effectively scale and adapt The DevOps Platform;
•our ability to develop new features and bring them to market in a timely manner;
•the impact of the COVID-19 pandemic and other global events, including the recent and developing armed conflict in Ukraine, on our operations, financial results, and liquidity and capital resources, including on customers, sales, expenses, and team members;
•our expectations to grow our partner network;
•our ability to maintain, protect, and enhance our intellectual property;
•our ability to continue to expand internationally;
•the effects of increased competition in our markets and our ability to compete effectively;
•future acquisitions or investments in complementary companies, products, services, or technologies;
•our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;
•economic and industry trends, projected growth, or trend analysis;
•increased expenses associated with being a public company; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.
These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this Annual Report. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Annual Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Annual Report or to conform these statements to actual results or to changes in our expectations, except as required by law.
You should read this report and the documents that we reference in this report and have filed with the Securities and Exchange Commission, or the SEC, as exhibits to this report with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

Summary Risk Factors
Our business is subject to numerous risks and uncertainties, including those risks more fully described below. These risks include, among others, the following, which we consider our most material risks:
•Our business and operations have experienced rapid growth, and if we do not appropriately manage future growth, if any, or are unable to improve our systems, processes and controls, our business, financial condition, results of operations, and prospects will be adversely affected.
•Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
•We have a history of losses, anticipate increases in our operating expenses in the future, and may not achieve or sustain profitability on a consistent basis. If we cannot achieve and sustain profitability, our business, financial condition, and operating results may be adversely affected.
•We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, and financial condition.
•The market for our services is new and unproven and may not grow, which would adversely affect our future results and the trading price of our Class A common stock.
•Our business depends on our customers purchasing and renewing subscriptions and purchasing additional subscriptions and services from us. Any decline in our customer renewals and expansions could harm our future operating results.
•Transparency is one of our core values. While we will continue to prioritize transparency, we must also promote "responsible" transparency as transparency can have unintended negative consequences.
•We have a publicly available company Handbook that may not be up to date or accurate which at times may result in negative third-party scrutiny or be used in ways that adversely affects our business.
•Security and privacy breaches may hurt our business.
•Customers may choose to stay on our open-source or free SaaS product offering instead of converting into a paying customer.
•Our operating results may fluctuate significantly, which could make our future results difficult to predict and could adversely affect the trading price of our Class A common stock.
•We have a limited operating history which makes it difficult to evaluate our current business and future prospects and may increase the risks associated with your investment.
•We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or adequately address competitive challenges.
•We may not be able to respond to rapid technological changes with new solutions, which could have a material adverse effect on our operating results.
•We do not have an adequate history with our subscription or pricing models to accurately predict the long-term rate of customer subscription renewals or adoption, or the impact these renewals and adoption will have on our revenues or operating results.
•We contract with our team members in various ways, including hiring directly, through professional employer organizations, or PEOs, and as independent contractors. As a result of these methods of engagement, we face certain challenges and risks that can affect our business, operating results, and financial condition.

PART I
ITEM 1. BUSINESS
Overview
We believe in an innovative world powered by software. To realize this vision, we pioneered The DevOps Platform, a fundamentally new approach to DevOps consisting of a single codebase and interface with a unified data model. The DevOps Platform allows everyone to contribute to build better software rapidly, efficiently, and securely.
Today, every industry, business, and function within a company is dependent on software. To remain competitive and survive, nearly all companies must digitally transform and become experts at building and delivering software.
GitLab is The DevOps Platform, a single application that brings together development, operations, IT, security, and business teams to deliver desired business outcomes. Having all teams on a single application with a single interface represents a step function change in how organizations plan, build, secure, and deliver software.
The DevOps Platform accelerates our customers’ ability to create business value and innovate by reducing their software development cycle times from weeks to minutes. It removes the need for point tools and delivers enhanced operational efficiency by eliminating manual work, increasing productivity, and creating a culture of innovation and velocity. The DevOps Platform also embeds security earlier into the development process, improving our customers’ software security, quality, and overall compliance.
The DevOps Platform is available to any company, regardless of the size, scope, and complexity of their deployment. As a result, we have a large number of customers on paid trials or with single-digit users. For purposes of determining the number of our active customers, we look at our customers with more than $5,000 of Annual Recurring Revenue, or ARR, in a given period, who we refer to as our Base Customers. For purposes of determining our Base Customers, a single organization with separate subsidiaries, segments, or divisions that use The DevOps Platform is considered a single customer for determining each organization’s ARR. Our company exists today in large part thanks to the vast and growing community of open source contributors around the world. We actively work to grow open source community engagement by operating with intentional transparency. We make our strategy, direction, and product roadmap available to the wider community, where we encourage and solicit their feedback. By making information public, we make it easier to solicit contributions and collaboration from our users and customers. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics—Dollar-Based Net Retention Rate and ARR” below for additional information about how we define ARR.
We make our plans available through our self-managed and software-as-a-service, or SaaS offerings. For our self-managed offering, the customer installs The DevOps Platform in its own private or hybrid cloud environment. For our SaaS offering, the platform is managed by GitLab and hosted in the public cloud. For more information regarding our customers, refer to the section titled “—Our Customers.”
DevOps is the set of practices that combines software development (dev) and IT operations (ops). It aims to allow teams to collaborate and work together to shorten the development lifecycle and evolve from delivering software on a slow, periodic basis to rapid, continuous updates. When DevOps started, each team bought their own tools in isolation, leading to a “Bring Your Own DevOps” environment. The next evolution was standardizing company-wide on the same tool for each stage across the DevOps lifecycle. However, these tools were not connected, leading to a “Best in Class DevOps” environment. Companies tried to remedy this fragmentation and inefficiency by manually integrating these DevOps point solutions together defining the next phase: “DIY DevOps.”
5
At the same time, the faster delivery of software required more DevOps tools per project. Increased adoption of a microservice architecture led to more projects. The combination caused an exponential increase in the number of tool-project integrations. This has often led to poor user experiences, higher costs, and increased time to deliver new software. As a result, business outcomes often failed and the potential for DevOps was never fully realized. In short, an entirely new platform for DevOps was needed. We pioneered The DevOps Platform to solve this problem.
The DevOps Platform replaces the DIY DevOps approach. It enables organizations to realize the full potential of DevOps and become software-led businesses. It spans all stages of the DevOps lifecycle, from project planning, or Plan, to source code management, or Create, to continuous integration, or Verify, to static and dynamic application security testing, or Secure, to packaging artifacts, or Package, to continuous delivery and deployment, or Release, to configuring infrastructure for optimal deployment, or Configure, to monitoring it for incidents, or Monitor, to protecting the production deployment, or Protect, and managing the whole cycle with value stream analytics, or Manage. It also allows customers to manage and secure their applications across any cloud through a single platform.
The DevOps Platform has broad use across organizations. It helps product and business teams to work with developers to introduce new features and drive successful business outcomes. It helps Chief Technology Officers, or CTOs, modernize their DevOps environment and drive developer productivity. It helps Chief Information Officers, or CIOs, adopt microservices and cloud native development to improve the efficiency, scale, and performance of their software architecture. It helps Chief Information Security Officers, or CISOs, reduce security vulnerabilities and deliver software faster. It helps organizations attract and retain top talent by allowing people to focus more time on their job and less time managing tools.
The majority of our customers begin by using Create and Verify. Developers use Create to collaborate together on the same code base without conflicting or accidentally overwriting each other's changes. Create also maintains a running history of software contributions from each developer to allow for version control. Teams use Verify to ensure changes to code go through defined quality standards with automatic testing and reporting. We believe serving as this system of record for code and our high engagement with developers is a competitive advantage in realizing our single application vision as it creates interdependence and adoption across more stages of the DevOps lifecycle, such as Package, Secure, and Release. As more stages are addressed within a single application, the benefits of The DevOps Platform are enhanced.
We are committed to advancing The DevOps Platform. Our dual flywheel development strategy leverages both development spend from our research and development team members as well as community contributions via our open core business model. By leveraging the power of each, we create a virtuous cycle where more contributions lead to more features, which leads to more users, leading back to more contributions.
We emphasize iteration to drive rapid innovation in our development strategy. This iterative approach has enabled us to release a new version of our software on the 22nd day of every month for 124 months in a row as of January 31, 2022. This is also due in part to our over 2,900 contributors in our global, open source community as of January 31, 2022. GitLab team members also use The DevOps Platform to power our own DevOps lifecycle. By doing so, we benefit from the inherent advantages of using a single application. We leverage these learnings to establish a rapid feedback loop to continually and rapidly improve The DevOps Platform.
We have been a 100% remote workforce since inception and, as of January 31, 2022, had approximately 1,630 team members in over 68 countries. Operating remotely allows us access to a global talent pool that enables us to hire talented team members, regardless of location, providing a strong competitive advantage. We foster a culture of results built on our core values of collaboration, results, efficiency, diversity-inclusion-belonging, iteration, and transparency. We aim to be transparent to build alignment and affinity with our community and customers. This is exemplified through our corporate
6
handbook, or the Handbook, our central repository that details how we run GitLab and is shared with the world. It consists of over 2,000 webpages of text, including our strategy and roadmap. We welcome everyone, both inside and outside of the company, to contribute to the Handbook.
We have an open core business model. We offer a free tier with a large number of features to encourage use of The DevOps Platform, solicit contributions, and serve as targeted lead generation for paid customers. We also offer two paid subscription tiers with access to additional features that are more relevant to managers, directors, and executives. Our subscription plans are available as a self-managed offering where customers typically download to run The DevOps Platform in their own account in the public cloud, and also a SaaS offering which is managed by GitLab and hosted in our account in the public cloud.
The DevOps Platform is used globally by organizations of all sizes across a broad range of industries. To reach, engage and help drive success at each, our sales force is amplified by our strategic hyperscaler partnerships, including Google Cloud and Amazon Web Services, or AWS, who offer The DevOps Platform on their marketplaces. We also benefit from strategic alliance partnerships, which resell The DevOps Platform to large enterprise customers, and our strong channel partnerships ranging from large global systems integrators to regional digital transformation specialists, and volume resellers.
We employ a land-and-expand sales strategy. Our customer journey typically begins with developers and then expands to more teams and up to senior executive buyers. As of January 31, 2022 and 2021, our Dollar-Based Net Retention Rate was above 152% and above 145%, respectively. Our Base Customers grew to 4,593 as of January 31, 2022 from 2,745 as of January 31, 2021. Our cohort of customers generating $1.0 million or more in ARR grew to 39 as of January 31, 2022 from 20 as of January 31, 2021.
Our business has experienced rapid growth. We generated revenue of $252.7 million and $152.2 million in fiscal 2022 and 2021, respectively, representing growth of 66%. During this period, we continued to invest in growing our business to capitalize on our market opportunity. Our net loss was $155.1 million and $192.2 million in fiscal 2022 and fiscal 2021, respectively. Our operating cash flow margin, which we define as operating cash flows as a percentage of revenue, was (19.7)% and (48.4)% for fiscal 2022 and fiscal 2021, respectively. Our gross profit was 88% for each of fiscal 2022 and fiscal 2021.
The DevOps Platform
GitLab has pioneered The DevOps Platform, a single application that brings together development, operations, IT, security, and business teams to deliver desired business outcomes through efficient software development. It represents a step change in how organizations plan, build, secure and deliver software.
The DevOps Platform is built on a single codebase, unified data model, and user interface. Organizations can deploy The DevOps Platform as a self-managed offering in their own multi-cloud, hybrid-cloud, or on-premises environments, and as a SaaS offering in our own public cloud. The DevOps Platform is designed in a way that enables our customers to move their DevOps workflow across any hybrid or multi-cloud environment while maintaining full feature parity and a single application experience.
The DevOps Platform is purpose-built to address every stage of the DevOps lifecycle:
•Manage. Helps teams organize multiple projects into a single collaborative portfolio, track important events across the DevOps lifecycle, measure using key performance indicators how the organization is adopting and performing with DevOps, audit activity and permissions across stages to ensure compliance while simplifying audit, and optimize and analyze the flow of work through the full DevOps value stream.
7
•Plan. To create software, organizations require collaborative planning from disparate groups, each with shared and unique objectives. Planning together in the same system in which all of the work will take place enables faster and more efficient work in all other stages of The DevOps Platform. We enable portfolio planning and management through epics, groups (programs) and milestones to organize and track progress. GitLab helps teams organize, plan, align and track project work to ensure teams are working on the right things at the right time and maintain end to end visibility and traceability of issues throughout the delivery lifecycle from idea to production.
•Create. Helps teams design, develop and securely manage code and project data from a single distributed version control system to enable rapid iteration and delivery of business value. GitLab repositories provide a scalable single source of truth for collaborating on projects and code which enables teams to be productive without disrupting their workflows.
•Verify. Helps software teams fully embrace Continuous Integration, or CI, to automate the builds, integration, and verification of their code. GitLab’s CI capabilities enable automated accessibility, usability, performance testing and code quality analysis to provide fast feedback to developers and testers about the quality of their code. With pipelines that enable concurrent testing and parallel execution, teams quickly get insight about every commit, allowing them to deliver higher quality code faster.
•Package. Enables teams to package their applications and dependencies, manage containers, and build artifacts with ease. The private, secure, container and package registries are built-in and preconfigured out-of-the box to work seamlessly with GitLab source code management, or SCM, security scanners, and Continuous Integration/Continuous Delivery, or CI/CD, pipelines.
•Secure. Provides Static Application Security Testing, or SAST, Dynamic Application Security Testing, or DAST, Fuzz Testing, Container Scanning, and Dependency Scanning to help users deliver secure applications along with license compliance.
•Release. Helps automate the release and delivery of applications, shortening the delivery lifecycle, streamlining manual processes, and accelerating team velocity. With zero-touch CD built right into the pipeline, deployments can be automated to multiple environments like staging and production, and the system executes without additional manual intervention - even for more advanced patterns like canary deployments. With feature flags, built-in auditing/traceability, on-demand environments, and GitLab Pages for static content delivery, users are able to deliver faster and with more confidence than ever before.
•Configure. Helps teams to configure and manage their application environments. Strong integration to Kubernetes reduces the effort needed to define and configure the infrastructure required to support an application. Protects access to key infrastructure configuration details such as passwords and login information by using ‘secret variables’ to limit access to only authorized users and processes.
•Monitor. Provides feedback in the form of errors, traces, metrics, logs, and alerts to help reduce the severity and frequency of incidents so that users can release software frequently with confidence.
•Protect. Provides cloud native protections, including unified policy management, container scanning, and container network and host security.
Key Benefits Delivered to our Customers
•Run their entire DevOps lifecycle from a single application. The DevOps Platform lets our customers operate their entire DevOps lifecycle across a single application. This single codebase, unified data model, user permissioning, and interface can centralize and unify every
8
aspect of our customers’ DevOps lifecycle to streamline workflows and processes, and enhance overall productivity and efficiency.
•Enhanced innovation and revenue growth due to faster time to market. The DevOps Platform enables businesses to shorten their cycle times to meet the growing business demand to deliver new capabilities and increase responsiveness to change. With The DevOps Platform, our customers can often increase their software releases from the tens to thousands and reduce the time it takes to release new software from months to days, helping them generate more revenue.
•Reduce vulnerabilities and increase security. The DevOps Platform lets organizations embed security decisions earlier in the development process, without sacrificing speed or quality. The DevOps Platform also eliminates the need for multiple data repositories and reduces the number of hand-offs between development, operations, and security teams. This enables our customers to find and correct security vulnerabilities in their software earlier or eliminate inefficiencies in the software development process altogether.
•Enable audit and compliance. The DevOps Platform eliminates fragmented tools and point integrations that create blind spots and poor visibility across work streams. This allows compliance and audit teams to more easily log, track, and trace different steps across the DevOps lifecycle, better understand governance, and improve their compliance posture.
•Boost team member morale and productivity. The DevOps Platform enables our customers to spend more time building, deploying, and securing software, and less time managing, integrating, and triaging across different tools. In a single application, each team member can follow the entire lifecycle from beginning to end with contextual history and understanding at each process. This helps to deliver outsized productivity gains, helping our customers increase their revenue and generate greater profits.
•Reduce costs by enhancing productivity, consolidating point tools, and eliminating integrations. The DevOps Platform fulfills the functionality of multiple point products, enabling organizations to consolidate the number of tools they use. Further, The DevOps Platform also delivers cost savings to our customers by eliminating the hidden costs and time it takes to manually integrate these point products and drives greater efficiency gains and productivity. Based on a 2020 study conducted by Forrester Consulting, commissioned by us of a limited number of our customers, the cost savings and business benefits achievable by deploying The DevOps Platform to revenue-generating applications can enable customers to deliver a 407% return on investment within three years of deployment.
•Embrace the benefits of a portable workload and multi-cloud strategy. The DevOps Platform enables application portability by allowing customers to seamlessly secure and manage their applications across clouds. This allows our customers to provide full value stream analytics on their DevOps workflow and simplify their application security and compliance across clouds. It also allows them to optimize their cloud costs and embrace the best services across each cloud, without becoming overly reliant on a single public cloud provider.
Competitive Strengths
Our business benefits from the following competitive strengths:
•The DevOps Platform helps our customers transform into software-led businesses. Digital transformation is a board level imperative, and The DevOps Platform is at the center of it. The DevOps Platform allows our customers to successfully embrace the benefits of DevOps, pursue their digital transformation strategies, and create new business value with speed and efficiency. As a result, we often become strategic partners to enable our customers’ most important business outcomes. As the evolution towards a software-led business becomes even more
9
valuable, we believe we have a strong competitive advantage in helping companies undergo this transformation.
•Our company is uniquely positioned to achieve our single application vision. The DevOps Platform is purpose-built to address every stage of the DevOps lifecycle as a single application. The majority of our customers begin by using Create and Verify. Developers use Create to collaborate together on the same code base without conflicting or accidentally overwriting each other's changes. Create also maintains a running history of software contributions from each developer to allow for version control. Teams use Verify to ensure changes to code go through defined quality standards with automatic testing and reporting. We believe serving as this system of record for code and our high engagement with developers is a competitive advantage in realizing our single application vision as it creates interdependence and adoption across more stages of the DevOps lifecycle, such as Package, Secure, and Release. As more stages are addressed within a single application, the benefits of The DevOps Platform are enhanced.
•Flywheel development strategy accelerates innovation. Our dual flywheel development strategy leverages both development spend from our research and development team members as well as community contributions via our open core business model. By leveraging the power of each, we create a virtuous cycle where more contributions lead to more features, which leads to more users, leading back to more contributions.
•We emphasize iteration to drive rapid innovation in our development strategy. Our iterative approach has enabled us to release a new version of our software on the 22nd day of every month for 124 months in a row as of January 31, 2022. This is also due in part to our over 2,900 contributors in our global, open source community as of January 31, 2022. Finally, GitLab team members use The DevOps Platform to power our own DevOps lifecycle. By doing so, we benefit from the inherent advantages of using The DevOps Platform. We leverage these learnings to establish a rapid feedback loop to continually and rapidly improve The DevOps Platform.
•Large open source installed base that leads to paying customers. We provide users of The DevOps Platform with a free tier to encourage adoption, solicit contributions, and increase the overall awareness of The DevOps Platform. This leads to deep familiarity and affinity for The DevOps Platform, which serves as a highly targeted and efficient source to convert prospective customers into paid customers. We believe this provides us with a competitive advantage as the more users who can act as advocates for The DevOps Platform within a company the easier it is for us to secure new paying customers or expand within existing customers.
•Cloud neutrality, hybrid and data center delivery, and workload portability. The DevOps Platform is designed in a way that enables our customers to manage and secure their entire DevOps workflow across any hybrid or multi-cloud environment. It also allows our customers to maintain full feature parity and a single application experience across clouds. This enables our customers to select the best cloud provider for them and optimize for their best features when deciding where to host their DevOps projects. Additionally, it allows our customers to avoid vendor lock-in and overreliance on a single cloud provider. We believe this provides us with a competitive advantage to help empower our customers to embrace the full benefits of a multi cloud strategy.
•We are agnostic as to who we serve, how we sell, and where we deploy. The DevOps Platform can be adopted by companies and teams of all sizes, ranging from small businesses to the world’s largest enterprises. Our go-to-market strategy spans from self-service tiers, to high-velocity inside sales, to dedicated enterprise sales. Even with our largest customers, the initial sale sometimes takes place at a smaller team, and is then capable of scaling wall to wall across the organization. Further, our customers are able to deploy The DevOps Platform in their own cloud environments, or in our own public cloud. This deployment flexibility enables us to target customers across regulated verticals such as financial services and the public sector.
10
Collectively, we believe this provides us with a competitive advantage to target a broader addressable market of companies, verticals, and users.
•Pioneer in all-remote work since inception enhances our brand with customers and team members. We have been a fully distributed company since our inception, leading to best practices, thought leadership, and branding as a pioneer in all-remote work. We have been identified by Inc. as one of its Best Workplaces since 2019 due to our commitment to an all-remote workforce. As remote work has become a more popular topic after the COVID-19 pandemic, it has enhanced our overall company brand with new and existing customers and team members. Additionally, being an all-remote company enables broader access to talent across the globe. This provides us with a competitive advantage to hire team members with diverse, specialized, and highly in-demand skills who other employers with physical locations or less advanced remote work practices may not have access to.
Our Growth Strategy
We intend to invest in our business to advance adoption of The DevOps Platform. Our growth strategies include:
•Advance our feature maturity across more stages of the DevOps lifecycle. We intend to continue making investments in research and development and hiring top technical talent to mature our features in more stages of the DevOps lifecycle. For example, in fiscal 2022, we have invested a significant portion of our human capital costs focused on development into the Secure, Manage, and Plan phases. Our recent acquisition of Opstrace, Inc. in fiscal 2022 demonstrates our aim to deliver functionality in our monitor stage, leveraging the entire DevOps Platform to provide advanced observability. We will continue to make many of our features open source or source-code available to encourage contributions, which in turn, accelerates our ability to innovate and provide a better platform to our customers.
•Drive growth through enhanced sales and marketing. We believe that nearly all organizations will modernize from DIY DevOps into DevOps platforms and that the opportunity to continue growing our customer base is substantial. To drive new customer growth, we intend to continue investing in sales and marketing, with a focus on replacing DIY DevOps within larger organizations. We also continue to focus on acquiring users with our free product and converting free users to paying customers, with a special focus on improving the self-service purchasing experience.
•Drive increased expansion within our existing customer base. As customers realize the benefits of a single application they typically increase their spend with us by adding more users or purchasing higher tiered plans. As a result, for fiscal 2022 and fiscal 2021, our Dollar-Based Net Retention Rate was above 152% and above 145%, respectively. We plan to continue investing in sales and marketing, with a focus on driving expansion of The DevOps Platform within existing customers, particularly for our larger customers.
•Further grow adoption of our SaaS offering. As organizations move more workloads to the cloud and consume technology as a service, we believe our SaaS offering will continue to grow at a faster rate than our self-managed offering. We intend to continue making investments in research and development to enhance new SaaS features, as well as in sales and marketing, to drive further adoption of our SaaS offering.
•Grow and invest in our partner network. We have been investing in our global partner ecosystem, composed of hyperscalers and cloud providers, including Google Cloud and AWS, technology and independent software vendor partners, global resellers, and system integrators. We plan to continue investing in building out our partner program to expand our distribution footprint, to broaden the awareness of The DevOps Platform, and to more efficiently add new customers. We will also continue to invest in building out our partnerships to deliver
11
transformation services to help our enterprise customers accelerate the deployment of The DevOps Platform.
•Expand our global footprint. We believe there is significant opportunity to continue to expand internationally. We grew our international revenue to $41.1 million for fiscal 2022 from $26.2 million for fiscal 2021, representing an increase of 57%. We intend to grow our international revenue by increasing our investments in our international sales and marketing operations including headcount in the EMEA and APAC regions.
Human Capital
Our Unique Culture and Values
Our success is driven by our culture. We believe that our values and culture are a competitive advantage within our industry, and we will continue to invest time and resources in building our culture to drive superior business results. We are highly dependent on our management, highly-skilled engineers, sales team members and other professionals. It is crucial that we continue to identify, attract and retain valuable team members. To facilitate hiring and retention, we strive to make GitLab a diverse, inclusive workplace where every team member feels they belong and has the opportunity to grow and develop their career.
We were recognized by Inc. as one of 2021’s Best Places To Work and have a 97% CEO approval rating and a 4.6 overall workplace approval rating on Glassdoor.com, as of January 31, 2022. As a result, we trust that our values have led and will continue to lead to results that distinguish us from other companies. They include:
•Our mission is to ensure that everyone can contribute. This mission guides our path, and we live our values along that path. Our values are a living document, and we encourage our team members to make suggestions to improve our company values constantly. We have established six core C.R.E.D.I.T. values:
◦Collaboration - Helping others is a priority; we rely on each other for help and advice;
◦Results - We follow through on our promises to each other, customers, users, and investors;
◦Efficiency - We are about working on the right things to achieve more progress faster;
◦Diversity, Inclusion & Belonging - We aim to foster an environment where everyone can thrive;
◦Iteration - We do the smallest thing possible and get it out as quickly as possible; and
◦Transparency - We strive to be open about as many things as possible to reduce the threshold to contribution and to make collaboration easier.
•Measure results, not hours. Our all-remote culture helps us to practice our values. We believe we were the largest all-remote company in the world prior to the COVID-19 pandemic and as a result we are able to recruit from a wider, more diverse, and more uniquely skilled pool of talent across the world. The freedom and flexibility that comes with an all-remote workforce enables team members to view work in an entirely new light, one which focuses on results and productivity over the number of hours spent working. For example, product engineers have measurable objectives to hit rather than prescribed hours to work and team members have on-call shifts based on when they are most productive and best able to contribute to our success.
•We seek to be transparent in everything we do. We publicly share information, including our strategy and objectives, in written form to encourage innovation and trust amongst our team
12
members, customers, and the wider open source community. Our process of being public by default reduces the threshold to contribution and makes collaboration easier. Transparency creates awareness for GitLab, allows us to recruit people who care about our values, gets us more and faster feedback from people outside the company, and makes it easier to collaborate. We believe that the open core model creates more value than it captures, and our ability to execute on our strategy far exceeds the abilities of our competitors.
•We do the smallest thing possible and get it out as quickly as we can. We aim to take an iterative approach in everything we do, including our day to day work and building The DevOps Platform. Our process is centered on dividing work into small increments, not completing everything at once, and pursuing each stage with speed and efficiency. Approaching work this way, we are able to rapidly get input from end-users who are actively using our platform, continuously revisit what we are doing with a fresher perspective, and gradually gain a greater sense of visibility into what the end picture should look like. By adopting this approach we are able to work with a greater sense of speed and efficiency, getting more done in less time.
Team Members
Our mission is to create a world where everyone can contribute. When everyone can contribute, consumers become contributors, and we greatly increase the rate of human progress through changing creative work from unilateral read-only to collective collaboration and innovation. This mission is integral to our culture, and how we hire, build products, and lead our industry. The DevOps Platform brings together developers, operations and security professionals and elevates their innovation to new levels, making it faster, safer, and more accessible. We are an all-remote company, and we pride ourselves in how we work through enabling our team members the individualized flexibility to reach their business results. We believe this leads to a team that is continually engaged and passionate about the positive impact of The DevOps Platform.
As of January 31, 2022, we had approximately 1,630 team members in over 68 countries. We engage our team members in various ways, including through direct employment, PEOs, and as independent contractors. In the locations where we use PEOs, we contract with the PEO for it to serve as “Employer of Record” for team members engaged through the PEOs. Team members are employed by the PEO but provide services to GitLab. We also engage team members through a PEO self-employed model in certain jurisdictions where we contract with the PEO, which in turn contracts with individual team members as independent contractors. None of our team members are represented by a labor union. In certain countries in which we operate, we are subject to, and comply with, local labor law requirements which may automatically make our team members subject to industry-wide collective bargaining agreements or works counsel. We have not experienced any work stoppages. We work to identify, attract, and retain team members who are aligned with and will help us progress with our mission, and we seek to provide competitive cash and equity compensation. We believe we have a strong and open relationship with our team members and our unique mission, culture and values differentiate us and continue to be key drivers of our business success.
Diversity, Inclusion and Belonging Mission
Diversity, Inclusion & Belonging is fundamental to our success. We include it in every way possible and in all that we do. We strive for a transparent environment where all globally dispersed voices are heard and welcomed. We strive for an environment where people can show up as their full selves each day and can contribute to their best ability. And with over 100,000 organizations utilizing GitLab across the globe, we strive for a team that is representative of our users.
Compensation, Benefits and Perks
We provide team members with competitive compensation packages that include base salaries and equity awards, including restricted stock units. We are an open organization, and we want to be as transparent as possible about our compensation principles. Our compensation model is open to data
13
driven iterations. Additional benefits programs (which vary by country and region) include a 401(k) Plan with a company match, healthcare, vision, and dental insurance benefits, health savings and flexible spending accounts, flexible paid time off, parental leave, and other benefits tailored to the specific needs of our employees such as family forming, caregiving and mental health resources. Throughout the course of the year, we also encourage team members to take part in various sponsorship and volunteer initiatives that support and ultimately uplift their local communities. As with our unique ways of working, GitLab and its team members have identified and sought out opportunities for impact that speak back not only to our values but our all-remote nature.
Our Open Source Philosophy
We recognize that it is imperative to balance our need to generate revenue with the needs of the open source software project. To determine what is available in our free tier and what is available only in our paid tiers, we first assess who cares the most about the feature. Individual contributors rarely purchase The DevOps Platform, and thus, if the feature is something primarily individuals care about it will be open source. If the features are something primarily managers, directors, or executives care about, then it will be source-available. When considering buyers as part of product tiering decisions we use the following guidance:
•Premium is for team(s) usage, with the purchasing decision led by one or more directors
•Ultimate is for strategic organizational usage, with the purchasing decision led by one or more executives
We want to be good stewards of our open source solution, so we aim to provide much of The DevOps Platform to the market for free. Having all stages of the platform available to users for free encourages cross-stage adoption and more collaboration and helps users see the benefit of a single application approach. Including all major features in our free tier helps us keep our codebase for the free and paid tiers similar, which helps us carry forward our promise of being good stewards of our open source solution without diverging codebases. We seek to clearly and consistently articulate our monetization strategy on teams and organizations to provide predictability to both our customers as well as the community of contributors.
Our open source approach is intended to increase our development velocity as the developer pool who contributes to our codebase is greater than the size of any single engineering organization. As of January 31, 2022, more than 2,900 individuals have contributed to The DevOps Platform and since April 30, 2019 community contributions have averaged more than 200 per month. Because people outside of our organization can read our code, users can contribute to identifying and solving issues, which accelerates the time we can release new software to market. This has also been a big contribution to enabling us to release a new version of our software for 124 months in a row and counting as of January 31, 2022.
We believe our open source approach helps us acquire, retain, and grow our paying customer base. They benefit from the advanced innovation that comes from distributed development, the documentation, best practices, and knowledge sharing across our community, as well as the engagement of making their own contributions back to our codebase.
The DevOps Platform and Plans
We offer The DevOps Platform in three different subscription plans: Free, Premium and Ultimate. While our Free tier platform includes significant functionality for individual users, our paid tiers include features that are more relevant for managers, directors, and executives.
•Our Free Plan caters to capabilities needed by individual contributors to do their daily jobs.
14
•Our Premium Plan builds on the capabilities of the Free Plan while also adding functionality intended specifically for managers and directors to help teams enhance collaboration between development and operations teams, manage projects and portfolios, and accelerate the deployment of code.
•Our Ultimate Plan provides further functionality for executives and has functions to help organizations establish better collaboration between development, operations, and security teams, instill organizational wide security, compliance and planning practices, and implement full value stream measurement, analytics, and reporting, across the DevOps lifecycle.
Our subscription plans are available as a self-managed offering which customers download to run in their own public, private, or hybrid cloud environments, and also a SaaS offering which is managed by us and hosted in the public cloud.
Research and Development Strategy
We ship features and components of features at a high velocity in the smallest possible increments to optimize for code quality, efficiency and speed. As each feature is typically similar in size, we are able to measure and track our development team's efficacy by counting the number of merge requests, or a request to merge one branch of code into another. We believe that our development approach, using The DevOps Platform, is a key competitive advantage.
We make product investment decisions based on each stage’s contribution to revenue, monthly active usage, and served addressable market size. Currently the majority of our development costs are in Create (Source Code Management), Verify (Continuous Integration), Secure (Application Security Testing), and Manage (Analytics and Administrative capabilities).
Our research and development team consists of our architects, software engineers, security experts, DevOps engineers, product management, quality assurance, and data collection teams. We intend to continue to invest in our research and development capabilities to extend The DevOps Platform and products.
Our Technology
Our single application strategy means that we have one codebase to author, test, secure, package, and distribute. This also means we are able to give users the most choice. Our customers can use a SaaS subscription or run The DevOps Platform themselves in a self-managed way in their own cloud environments. For self-managed users GitLab is the only truly public-cloud-agnostic solution. Customers can also run The DevOps Platform in their own data centers if they wish. They can further choose to run GitLab on traditional servers, or they can use containers and an orchestration system like Kubernetes.
From an end user standpoint, our single application strategy provides one consistent user interface across all stages of the DevOps lifecycle. We see this result in a manifold reduction in lifecycle time for software development teams. For integrators, GitLab has a single API to write integrations against, as opposed to a fragmented tool chain. For IT system administrators and internal security teams this also means they have one application environment and authentication system to inspect and certify according to their company’s standards.
Our Customers
We serve organizations of all sizes across industries and regions. As of January 31, 2022, we had customers in over 140 countries. We believe our customer growth is best represented by the number of our Base Customers, which increased to 4,593 as of January 31, 2022 from 2,745 as of January 31, 2021. In 2019, we began to invest more heavily in our enterprise sales motion and have had strong success in attracting, retaining, and growing ARR from our larger customers. For the year ended January 31, 2022, more than 60% of our ARR came from enterprise customers. Our success has been
15
exemplified by the growth in our $100,000 ARR customers to 492 as of January 31, 2022 from 283 as of January 31, 2021. Further, during these same periods we grew our $1.0 million ARR customers to 39 from 20, an increase of 95%. We have key reference customers across a breadth of industry verticals that we believe validate The DevOps Platform, and our customers range from small and medium-sized organizations to Fortune 500 companies. No customer represented more than 10% of our revenue in fiscal 2022 or fiscal 2021.
Sales and Marketing
Our go-to-market strategy spans a self-service buying experience, high velocity inside sales, and a dedicated outbound enterprise sales team. We segment our sales organization by size and region, with an additional vertical focus on the public sector. Our sales organization succeeds because of our transparent, cross-functional collaboration and a commitment to over-performance, efficiency, diversity, and constant improvement.
Our customer success team, or CS, manages our technical relationships with customers both pre-sale and long-term partnerships post-sale. CS works to help customers achieve positive business results with GitLab by building awareness, adoption, usage, performance, and modern DevOps capabilities. We believe this focus on business results and engaged partnership maximizes long-term, sustainable customer value and drives expansion with our existing customers.
Through our commitment to open collaboration, we also have select technology and channel partners who increase efficient access to new customers and support growth of existing customers through trusted relationships, existing contracts, service delivery capability and capacity, and collaboration on large digital transformations. These partners include systems integrators, cloud platform partners, independent software vendors, managed service providers, resellers, distributors, and ecosystem partners. Our partnership program provides additional rewards for partners that make commitments to and investments in a deeper GitLab relationship.
Our marketing department is focused on generating awareness of The DevOps Platform to our developer community, existing customers and users, and potential customers. We utilize diverse tactics such as digital demand generation, account based marketing, nurture programs, sales development, virtual and field events, sponsored webcasts, gated content downloads, whitepapers, display advertising and integrated campaigns to connect with prospective customers. We also host and present at regional, national and global events, including our own annual user conference called “Commit,” to engage both customers and prospects.
We offer our Free tier and/or a free trial to prospective customers allowing them to try before they buy, allowing customers to see the strengths of The DevOps Platform and the business benefits. We are then able to engage with these users to encourage them to upgrade to a paid version. Once a customer is onboarded with GitLab, our teams work to identify additional business units and parent/child/subsidiary prospects that would benefit from The DevOps Platform. Finally, as engaged members of the open-source community, our contributors often serve as subject matter experts at market-leading developer events, and The DevOps Platform is presented on the cutting edge of innovation.
Competition
The markets we serve are highly competitive and rapidly evolving. With the introduction of new technologies and innovations, we expect the competitive environment to remain intense.
We view our primary current competition as customers’ legacy approach of DIY DevOps, using a combination of point tools manually integrated together. Our offering is substantially different in that it is one platform, one codebase, one interface and a unified data model that spans the entire DevOps lifecycle. We expect that the competition from DIY DevOps will decrease over time as companies realize the shortcomings in this approach. To ensure easy transitions for customers and support for
16
dependencies on internal and external tools, we support staged adoption while continuing the use of some legacy tools.
Beyond this legacy approach of DIY DevOps, our principal competitor is Microsoft Corporation following their acquisition of GitHub. There are also a number of other private and public companies whose products address only a portion of the DevOps lifecycle and/or are cobbled together from several point solutions. These are essentially third-party DIY DevOps and are not a single application.
We believe we compete favorably based on the following competitive factors:
•ability to provide a single application that is purpose-built to span the entire DevOps lifecycle;
•ability to rapidly innovate and consistently ship and release more features and versions of our software;
•maturity of features in the Create (source code management) and Verify (continuous integration) stages;
•ability to run natively across any public cloud, private cloud, hybrid cloud, or on-premises environment;
•ability to enable collaboration between developers, IT operations, and security teams;
•ability to reduce handoffs, friction, and switching costs across different stages of the DevOps lifecycle;
•ability to reduce software development times to release better software faster;
•ability to consolidate multiple tools into a single platform;
•ability to eliminate manual integrations that are costly and time-effective to maintain;
•ability to provide a seamless, consistent, and single user experience through one user interface;
•ability to deliver a large, engaging community of open source contributors;
•performance, scalability, and reliability;
•ability to implement strong security and governance;
•quality of service and overall customer satisfaction; and
•strong documentation and transparency of information.
Corporate Philanthropy
As part of our mission to create a world where everyone can contribute, we believe it is important to support organizations that can further this goal at local and global levels. To further this mission, in September 2021, our board of directors approved the reservation of up to 1,635,545 shares of Class A common stock for the issuance to charitable organizations, to be further designated by our board of directors.
Government Regulation
We are subject to many varying laws and regulations in the United States and throughout the world, including those related to data privacy, security and protection, intellectual property, worker classification, employment and labor, workplace safety, consumer protection, anti-bribery, import and export controls, immigration, federal securities and tax.
17
Moreover, new and existing laws and regulations (or changes in interpretation of existing laws and regulations) may also be adopted, implemented, or interpreted to apply to us or our contributors, and uncertainty around the application of these laws may affect demand for our platform. Additionally, as our platform’s geographic scope expands, regulatory agencies or courts may claim that we are subject to additional requirements, or are prohibited from conducting our business in or with certain jurisdictions, either generally or with respect to certain services, or that we are otherwise required to change our business practices. We believe we are in material compliance with such laws and regulations and do not expect continued compliance to have a material impact on our capital expenditures, earnings, or competitive position. We continue to monitor existing and pending laws and regulations and while the impact of regulatory changes cannot be predicted with certainty, we do not expect compliance to have a material adverse effect on our business. See Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K for a more comprehensive description of risks related to government regulation affecting our business.
Intellectual Property
The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of trademarks, trade secrets, know-how, copyrights, patents, confidentiality procedures, contractual commitments, domain names, and other legal rights to establish and protect our intellectual property. We generally enter into confidentiality agreements and invention or work product assignment agreements with our officers, team members, agents, contractors, and business partners to control access to, and clarify ownership of, our proprietary information.
As of January 31, 2022, we had five issued patents and two pending patent applications in the United States and abroad. These patents and patent applications seek to protect proprietary inventions relevant to our business. The issued patents are scheduled to expire on or around the years between 2034 and 2036 and cover a means of undertaking metaphor-based language code fuzzing relating to testing of code.
As of January 31, 2022, we had three trademark registrations in the United States, including registrations for “GITLAB” and our logo. We also had 11 trademark registrations and applications in certain other jurisdictions and regions. Additionally, we are the registered holder of a number of domain names, including gitlab.com.
We are dedicated to open source software. Our product incorporates many components subject to open source software licenses, and in turn we license many significant components of our software under open source software licenses. Such licenses grant licensees broad permissions to use, copy, modify and redistribute the covered software which can limit the value of our software copyright assets.
Legal Proceedings
We are, and from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results.
Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Corporate Information
We were incorporated in the State of Delaware as GitLab Inc. in September 2014. We are a remote-only company, meaning that all of our team members work remotely. Due to this, we do not currently have a principal executive office. Our website address is https://about.gitlab.com. The information
18
contained on, or that can be accessed through, our website is not a part of this prospectus. Investors should not rely on any such information in deciding whether to purchase our Class A common stock. Unless otherwise indicated, the terms “GitLab,” the “company,” “we,” “us,” and “our” refer to GitLab Inc. and our subsidiaries, and references to our “common stock” include our Class A common stock and Class B common stock.
GitLab, the GitLab logo, and other registered or common law trade names, trademarks, or service marks of GitLab appearing in this prospectus are the property of GitLab. This prospectus contains additional trade names, trademarks, and service marks of ours and of other companies. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies. Other trademarks appearing in this prospectus are the property of their respective holders. Solely for convenience, our trademarks and trade names referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor, to these trademarks and trade names.
Available Information
We file electronically with the SEC our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically. We will make available on our website at https://about.gitlab.com, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We use our investor relations page on our website (https://about.gitlab.com), press releases, public conference calls, public webcasts, our Twitter account (@gitlab), our Facebook page, our LinkedIn page, our company news site (https://about.gitlab.com/press/) and our corporate blog (https://about.gitlab.com/blog/) as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.
The contents of the websites referred to above are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.
19
ITEM 1A. RISK FACTORS
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the accompanying notes included elsewhere in this Annual Report before making a decision to invest in our Class A common stock. Our business, financial condition, operating results, or prospects could also be adversely affected by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks occur, our business, financial condition, operating results, and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose all or part of your investment.
Risks Related to Our Business and Financial Position
Our business and operations have experienced rapid growth, and if we do not appropriately manage future growth, if any, or are unable to improve our systems, processes and controls, our business, financial condition, results of operations, and prospects will be adversely affected.
We have experienced rapid growth and increased demand for our products. Our total number of Base Customers has grown to 4,593 as of January 31, 2022 from 2,745 as of January 31, 2021. Our team member headcount has also increased significantly, and we expect to continue to grow our headcount over the next year. The growth and expansion of our business places a continuous significant strain on our management and operational and financial resources. In addition, as customers adopt our products for an increasing number of use cases, we have had to support more complex commercial relationships. We must continue to improve and expand our information technology and financial infrastructure, our security and compliance requirements, our operating and administrative systems, our relationships with various partners and other third parties, and our ability to manage headcount and processes in an efficient manner to manage our growth effectively.
We may not be able to sustain the pace of improvements to our products successfully or implement systems, processes, and controls in an efficient or timely manner or in a manner that does not negatively affect our results of operations. Our failure to improve our systems, processes, and controls, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business and to forecast our revenue, expenses, and earnings accurately, or to prevent losses.
Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
Our total revenue for the years ended January 31, 2022 and 2021 was $252.7 million and $152.2 million, respectively, representing a growth rate of 66%. You should not rely on the revenue growth of any prior quarter or annual period as an indication of our future performance. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Our historical revenue growth should not be considered indicative of our future performance.
Further, in future periods, our revenue could decline or our revenue growth rate could slow. Many factors may contribute to this decline, including changes to technology, increased competition, slowing demand for The DevOps Platform, the maturation of our business, a failure by us to continue capitalizing on growth opportunities, our failure, for any reason, to continue to take advantage of growth opportunities and a global economic downturn, among others. If our growth rate declines, investors’ perceptions of our business and the market price of our Class A common stock could be adversely affected.
20
In addition, we expect to continue to expend substantial financial and other resources on:
•expansion and enablement of our sales, services, and marketing organization to increase brand awareness and drive adoption of The DevOps Platform;
•product development, including investments in our product development team and the development of new features and functionality for The DevOps Platform;
•technology and sales channel partnerships;
•international expansion;
•acquisitions or strategic investments; and
•general administration, including increased legal and accounting expenses associated with being a public company.
These investments may not result in increased revenue in our business. If we are unable to maintain or increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position and results of operations will be harmed, and we may not be able to achieve or maintain profitability.
Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model future growth. We have encountered in the past, and may encounter in the future, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business would be harmed. Moreover, if the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or we are unable to maintain consistent revenue or revenue growth, our share price could be volatile, and it may be difficult to achieve and maintain profitability.
We have a history of losses, anticipate increases in our operating expenses in the future, and may not achieve or sustain profitability on a consistent basis. If we cannot achieve and sustain profitability, our business, financial condition, and operating results may be adversely affected.
We have incurred losses in each year since our inception, including net losses of approximately $192.2 million and $155.1 million in fiscal 2021 and fiscal 2022, respectively. As of January 31, 2022, we had an accumulated deficit of approximately $553.3 million. While we have experienced significant growth in revenue in recent periods, we cannot assure you that we will achieve profitability in future periods or that, if at any time we are profitable, we will sustain profitability. We also expect our operating and other expenses to increase in the foreseeable future as we continue to invest in our future growth, including expanding our research and development function to drive further development of The DevOps Platform, expanding our sales and marketing activities, developing the functionality to expand into adjacent markets, and reaching customers in new geographic locations, which will negatively affect our operating results if our total revenue does not increase. In addition to the anticipated costs to grow our business, we also expect to incur significant additional legal, accounting, and other expenses as a newly public company. These efforts and additional expenses may be more costly than we expect, and we cannot guarantee that we will be able to increase our revenue to offset our operating expenses. Our revenue growth may slow or our revenue may decline for a number of reasons, including reduced demand for The DevOps Platform, increased competition, an increased use of our free product offerings, a decrease in the growth or reduction in size of our overall market, or any inability on our part to capitalize on growth opportunities. Further, as our SaaS offering makes up an increasing percentage of our total revenue, we expect to see increased associated cloud-related costs, such as hosting and managing costs, which may adversely impact our gross margins. Any failure to increase our revenue or to manage our costs as we continue to grow and invest in our business would prevent us from achieving or maintaining profitability or
21
maintaining positive operating cash flow at all or on a consistent basis, which would cause our business, financial condition, and results of operations to suffer.
As we continue to invest in infrastructure, develop our services and features, increase our headcount and expand our sales and marketing activity, we may continue to have losses in future periods and these may increase significantly. As a result, our losses in future periods may be significantly greater than the losses we would incur if we developed our business more slowly. In addition, we may find that these efforts require greater investment of time, human and capital resources than we currently anticipate and/or that they may not result in increases in our revenues or billings. Any failure by us to achieve and sustain profitability on a consistent basis could cause the value of our Class A common stock to decline.
We face intense competition and could lose market share to our competitors, which would adversely affect our business, operating results, and financial condition.
The markets for our services are highly competitive, with limited barriers to entry. Competition presents an ongoing threat to the success of our business. We expect competition in the software business generally, and in web-based code hosting and collaboration services, in particular, to continue to increase. We expect to continue to face intense competition from current competitors, as well as from new entrants into the market. If we are unable to anticipate or react to these challenges, our competitive position would weaken, and we would experience a decline in revenue or reduced revenue growth, and loss of market share that would adversely affect our business, financial condition, and operating results.
We face competition in several areas due to the nature of our product. Our product offering is broad across ten stages of the software development lifecycle which has us competing with many providers with offerings from one to all ten stages. We compete with well-established providers such as Atlassian and Microsoft as well as other companies with offerings in fewer stages including with respect to both code hosting and code collaboration services, as well as file storage and distribution services. Many of our competitors are significantly larger than we are and have more capital to invest in their businesses.
We believe that our ability to compete depends upon many factors both within and beyond our control, including the following:
•ability of our products or of those of our competitors to deliver the positive business outcomes prioritized and valued by our customers and prospects;
•our ability to price our products competitively, including our ability to transition users of our free product offering to a paying version of The DevOps Platform;
•the amount and quality of communications, postings, and sharing by our users on public forums, which can promote improvements on The DevOps Platform but may also lead to disclosure of commercially sensitive details;
•the timing and market acceptance of services, including the developments and enhancements to those services offered by us or our competitors;
•our ability to monetize activity on our services;
•customer service and support efforts;
•sales and marketing efforts;
•ease of use, performance and reliability of solutions developed either by us or our competitors;
•our ability to manage our operations in a cost effective manner;
•insolvency or credit difficulties confronting our customers, affecting their ability to purchase or pay for our product offering;
22
•our reputation and brand strength relative to our competitors;
•introduction of new technologies or standards that compete with or are unable to be adopted in our products;
•ability to attract new team members or retain existing team members which could affect our ability to attract new customers, service existing customers, enhance our product or handle our business needs;
•our ability to maintain and grow our community of users; and
•the length and complexity of our sales cycles.
Many of our current and potential competitors have greater financial, technical, marketing and other resources and larger customer bases than we do. Furthermore, our current or potential competitors may be acquired by third parties with greater available resources and the ability to initiate or withstand substantial price competition. In addition, many of our competitors have established sales and marketing relationships and have access to larger customer bases. Our competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their product offerings or resources. These factors may allow our competitors to respond more quickly than we can to new or emerging technologies and changes in customer preferences. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies which may undercut our pricing policies and allow them to build a larger user base or to monetize that user base more effectively than us. If our competitors’ products, platforms, services or technologies maintain or achieve greater market acceptance than ours, if they are successful in bringing their products or services to market earlier than ours, or if their products, platforms or services are more technologically capable than ours, then our revenues could be adversely affected. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels, our operating results would be negatively affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which could adversely affect our business.
The market for our services is new and unproven and may not grow, which would adversely affect our future results and the trading price of our Class A common stock.
Because the market for our services is relatively new and rapidly evolving, it is difficult to predict customer adoption, customer demand for our services, the size and growth rate of this market, the entry of competitive products or the success of existing competitive services. Any expansion or contraction in our market depends on a number of factors, including the cost, performance and perceived value associated with our services and the appetite and ability of customers to use and pay for the services we provide. Further, even if the overall market for the type of services we provide continues to grow, we face intense competition from larger and more well-established providers and we may not be able to compete effectively or achieve market acceptance of our products. If we or other software and SaaS providers experience security incidents, loss of customer data, or disruptions in delivery or service, the market for these applications as a whole, including The DevOps Platform and products, may be negatively affected. If the market for our services does not achieve widespread adoption, we do not compete effectively in this market, or there is a reduction in demand for our software or our services in our market caused by a lack of customer acceptance, implementation challenges for deployment, technological challenges, lack of accessible data, competing technologies and services, decreases in corporate spending, including as a result of the COVID-19 pandemic, weakening economic conditions, or otherwise, it could result in reduced customer orders and decreased revenues, which would adversely affect our business operations and financial results.
23
We are dependent on sales and marketing strategies to drive our growth in our revenue. These sales and marketing strategies may not be successful in continuing to generate sufficient sales opportunities. Any decline in our customer renewals and expansions could harm our future operating results.
Our business model depends on generating and maintaining a large user base that is extremely satisfied with The DevOps Platform. We rely on satisfied customers to expand their footprint by buying new products and services and onboarding additional users. The model is dependent on converting non-paying users to paying users. We have limited historical data with respect to the number of current and previous free users and the rates in which customers convert to paying customers, so we may not accurately predict future customer purchasing trends. In future periods, our growth could slow or our profits could decline for several reasons, including decreased demand for our product offerings and our professional services, increased competition, a decrease in the growth of our overall market, a decrease in corporate spending, or our failure, for any reason, to continue to capitalize on growth opportunities. We may be forced to change or abandon our subscription based revenue model in order to compete with our competitors’ offerings.
It could also become increasingly difficult to predict revenue and timing of collections as our mix of annual, multi-year and other types of transactions changes as a result of our expansion into cloud-based offerings. Our failure to execute on our revenue projections could impair our ability to meet our business objectives and adversely affect our results of operations and financial condition.
Our future success also depends in part on our ability to sell more subscriptions and additional services to our current customers. If our customers do not purchase additional subscriptions and services from us, our revenue may decline and our operating results may be harmed. Paying customers may decline or fluctuate as a result of a number of factors, including their satisfaction with our services and our end-customer support, the frequency and severity of product outages, our product uptime or latency, their satisfaction with the speed of delivering new features, and the pricing of our, or competing, services. We have limited historical data with respect to rates of paying customers buying more seats, uptiering, downtiering and churning, so we may not accurately predict future customer trends.
Our customer expansions and renewals may decline or fluctuate as a result of a number of factors, including: quality of our sales efforts customer usage, customer satisfaction with our services and customer support, our prices, the prices of competing services, mergers and acquisitions affecting our customer base, the effects of global economic conditions, or reductions in our customers’ spending levels generally.
Further, we have discontinued our starter and bronze tier product offerings, and users of these products will be required to upgrade to our paid offerings, switch to our free product or discontinue using our products. We cannot assure you that our customers will purchase our products, and if our end customers do not purchase our products, our revenues may grow more slowly than expected or decline.
Transparency is one of our core values. While we will continue to prioritize transparency, we must also promote "responsible" transparency as transparency can have unintended negative consequences.
Transparency is one of our core values. As an all-remote open-source software company, we believe transparency is essential to how we operate our business and interact with our team members, the community, and our customers. We also find it to be critical for team member recruitment, retention, efficiency and our culture. In addition, our transparency is highly valued by both our customers and our contributors. While we will continue to emphasize transparency, we also promote and educate our team members about responsible internal and external transparency, as openly sharing certain types of information can potentially lead to unintended, and sometimes negative, consequences.
As a result of our transparency, our competitors and other outside parties may have access to certain information that is often kept confidential or internal at other companies through our Handbook, our team
24
members’ open and public use of The DevOps Platform to run our business, and other avenues of communication we commonly use. The public availability of this information may allow our competitors to take advantage of certain of our innovations, and may allow parties to take other actions, including litigation, that may have an adverse impact on our operating results or cause reputational harm, which in turn may have a negative economic impact.
We are also subject to Regulation FD, which imposes restrictions on the selective disclosure of material information to stockholders and other market participants, and other regulations. While we have implemented internal controls to maintain compliance with Regulation FD, if as a result of our transparency, we disclose material information in a non-Regulation FD compliant matter, we may be subject to heightened regulatory and litigation risk.
The Handbook may not be up to date or accurate, which may result in negative third-party scrutiny or be used in ways that adversely affects our business.
Consistent with our commitment to our transparency and efficiency values, we maintain a publicly available company Handbook that contains important information about our operations and business practices. This Handbook is open to the public and may be used by our competitors or bad actors in malicious ways that may adversely affect our business, operating results, and financial condition. Although we aim to keep the Handbook updated, the information in the Handbook may not be up to date at all times. Also, because any of our team members can contribute to the Handbook, the information in the Handbook may not be accurate. We have implemented disclosure controls and procedures, including internal controls over financial reporting, that comply with the U.S. securities laws; however, if we fail to successfully maintain the appropriate controls, we may face unintended disclosures of material information about the company through our Handbook, which may lead to disclosure control failures, potential securities law violations, and reputational harm.
Security and privacy breaches may hurt our business.
The DevOps Platform processes, stores, and transmits our customers’ proprietary and sensitive data, including personal information, and financial data. We also use third-party service providers and sub-processors to help us deliver services to our customers and their end-users. These vendors may store or process personal information, or other confidential information of our team members, our partners, our customers, or our customers’ end-users. We collect such information from individuals located both in the United States and abroad and may store or process such information outside the country in which it was collected. While we, our third-party cloud providers, our third-party processors, and our customers have implemented security measures designed to protect against security breaches, these measures could fail or may be insufficient, resulting in the unauthorized access or disclosure, modification, misuse, destruction, or loss of our or our customers’ data or other sensitive information. Any security breach of The DevOps Platform, our operational systems, physical facilities, or the systems of our third-party processors, or the perception that a breach has occurred, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, compulsory audits, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business. Even though we do not control the security measures of our customers and other third parties, we may be responsible for any breach of such measures or suffer reputational harm even where we do not have recourse to the third party that caused the breach. In addition, any failure by our vendors to comply with applicable law or regulations could result in proceedings against us by governmental entities or others.
Security incidents compromising the confidentiality, integrity, and availability of our confidential or personal information and our and our third-party service providers’ information technology systems could result from cyber-attacks, including denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing), which are prevalent in our industry and our customers’ industries. Any security breach or disruption could result in the loss or destruction of or unauthorized access to, or use, alteration, disclosure, or acquisition of
25
confidential and personal information, which may result in damage to our reputation, early termination of our contracts, litigation, regulatory investigations or other liabilities. If our, our customers’, or our partners’ security measures are breached as a result of third-party action, team member error, malfeasance or otherwise and, as a result, someone obtains unauthorized access to the GitLab application or data, including personal and/or confidential information of our customers, our reputation will be damaged, our business may suffer loss of current customers and future opportunities and we could incur significant financial liability including fines, cost of recovery, and costs related to remediation measures.
Techniques used to obtain unauthorized access or to sabotage systems change frequently. As a result, we may be unable to fully anticipate these techniques or to implement adequate preventative measures. If an actual or perceived security breach occurs, the market perception of our security measures could be harmed, and we could lose sales and customers. If we are, or are perceived to be, not in compliance with data protection, consumer privacy, or other legal or regulatory requirements or operational norms bearing on the collection, processing, storage, or other treatment of data records, including personal information, our reputation and operating performance may suffer. Further, we need to continually monitor and remain compliant with all applicable changes in local, state, national, or international legal or regulatory requirements. Any significant violations of data privacy could result in the loss of business, litigation, and regulatory investigations and penalties that could damage our reputation and adversely impact our results of operations and financial condition.
We have contractual and legal obligations to notify relevant stakeholders of security breaches. Most jurisdictions have enacted laws requiring companies to notify affected individuals, regulatory authorities, and relevant others of security breaches involving certain types of data, including personal information. In addition, our agreements with certain customers and partners may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach.
A security breach may cause us to breach customer contracts. Our agreements with certain customers may require us to use industry-standard or reasonable measures to safeguard sensitive personal information or confidential information. A security breach could lead to claims by our customers, their end-users, or other relevant stakeholders that we have failed to comply with such legal or contractual obligations. As a result, we could be subject to legal action or our customers could end their relationships with us. There can be no assurance that any limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages.
Litigation resulting from security breaches may adversely affect our business. Unauthorized access to The DevOps Platform, systems, networks, or physical facilities could result in litigation with our customers, our customers’ end-users, or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify The DevOps Platform capabilities in response to such litigation, which could have an adverse effect on our business. If a security breach were to occur, and the confidentiality, integrity or availability of our data or the data of our partners, our customers or our customers’ end-users was disrupted, we could incur significant liability, or The DevOps Platform, systems, or networks may be perceived as less desirable, which could negatively affect our business and damage our reputation.
If we fail to detect or remediate a security breach in a timely manner, or a breach otherwise affects a large amount of data of one or more customers, or if we suffer a cyber-attack that impacts our ability to operate The DevOps Platform, we may suffer material damage to our reputation, business, financial condition, and results of operations. Further, while we maintain cyber insurance that may provide coverage for these types of incidents, such coverage may not be adequate to cover the costs and other liabilities related to these incidents. In addition, we cannot be sure that our existing insurance coverage
26
and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim. Our risks are likely to increase as we continue to expand The DevOps Platform, grow our customer base, and process, store, and transmit increasingly large amounts of proprietary and sensitive data.
We face heightened risk of security breaches because we use third-party open source technologies and incorporate a substantial amount of open source code in our products.
The DevOps Platform is built using open-source technology. Using or incorporating any third-party technology can become a vector for supply-chain cyber-attacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing) attacks. Such attacks are prevalent in our industry and our customers’ industries, and our use of open-source technology may, or may be perceived to, leave us more vulnerable to security attacks. We have previously been, and may in the future become, the target of cyber-attacks by third parties seeking unauthorized access to our or our customers’ data or to disrupt our operations or ability to provide our services. If we are the target of cyber-attacks as a result of our use of open source code, it may substantially damage our reputation and adversely impact our results of operations and financial condition.
Customers may choose to stay on our free product offering instead of converting into a paying customer.
Our future success depends, in part, on our ability to convert users of our free product offering into paying customers by selling additional products, and by upselling additional subscription services. This may require increasingly sophisticated and costly sales efforts and may not result in additional sales. In addition, the rate at which our end-customers purchase additional products and services depends on a number of factors, including the perceived need for additional products and services as well as general economic conditions. If our efforts to sell additional products and services to our end-customers are not successful, our business may suffer.
Our operating results may fluctuate significantly, which could make our future results difficult to predict and could adversely affect the trading price of our Class A common stock.
Our operating results may vary significantly from period to period, which could adversely affect our business, operating results and financial condition. Our operating results have varied significantly from period to period in the past, and we expect that our operating results will continue to vary significantly in the future such that period-to-period comparisons of our operating results may not be meaningful. Accordingly, our financial results in any one quarter or fiscal year should not be relied upon as indicative of future performance. Our quarterly or annual financial results may fluctuate as a result of several factors, many of which are outside of our control and may be difficult to predict, including:
•our ability to attract and retain new customers;
•the addition or loss of material customers, including through acquisitions or consolidations;
•the timing of recognition of revenues;
•the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;
•general economic, industry and market conditions, including the potential effects of the current COVID-19 pandemic and other global events, including the recent and developing armed conflict in Ukraine;
•customer renewal rates;
•our ability to convert users of our free product offerings into subscribing customers;
27
•increases or decreases in the number of elements of our services or pricing changes upon any renewals of customer agreements;
•seasonal variations in sales of our products;
•the timing and success of new service introductions by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;
•decisions by potential customers to use products of our competitors;
•the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies;
•extraordinary expenses such as litigation or other dispute-related settlement payments or outcomes;
•general economic, industry, and market conditions, in both domestic and our foreign markets;
•future accounting pronouncements or changes in our accounting policies or practices;
•negative media coverage or publicity;
•political events;
•the amount and timing of operating costs and capital expenditures related to the expansion of our business, in the U.S. and foreign markets;
•the cost to develop and upgrade The DevOps Platform to incorporate new technologies; and
•increases or decreases in our expenses caused by fluctuations in foreign currency exchange rates.
In addition, we experience seasonal fluctuations in our financial results as we typically receive a higher percentage of our annual orders from new customers, as well as renewal orders from existing customers, in our fourth fiscal quarter as compared to other quarters due to the annual budget approval process of many of our customers.
Any of the above factors, individually or in the aggregate, may result in significant fluctuations in our financial and other operating results from period to period. As a result of this variability, our historical operating results should not be relied upon as an indication of future performance. Moreover, this variability and unpredictability could result in our failure to meet our operating plan or the expectations of investors or analysts for any period. If we fail to meet such expectations for the reasons described above or any other reasons, our stock price could fall substantially.
We have a limited operating history, which makes it difficult to evaluate our current business and future prospects and may increase the risks associated with your investment.
We were formed in September 2014, and have a limited operating history for our current business upon which our operations and future prospects may be evaluated. As a result of our limited operating history, our ability to forecast our future operating results is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. We also have operating plans that may or may not be achieved and prior achievement of our operating plans is not an indication of future achievement. We have further streamlined our business by reducing the tiers of The DevOps Platform available to purchase from three to two, which may reduce our ability to forecast expected future growth. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties (which we use to plan our business and
28
operations) are incorrect or change due to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer. We cannot provide assurance that we will be successful in addressing these and other challenges we may face in the future.
We have experienced rapid growth in recent periods. If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service, or adequately address competitive challenges.
We have experienced a period of rapid growth in our headcount and operations. We anticipate that we will continue to expand our headcount and operations in the near term. This growth has placed, and future growth will place, a significant strain on our management and administrative, operational and financial infrastructure. Our success will depend in part on our ability to manage this growth effectively. To manage the expected growth of our operations and talent, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. Failure to effectively manage growth could result in difficulty or delays in deploying customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could adversely impact our business performance and results of operations. Furthermore, there is no assurance that our rate of growth will continue at its current pace, if at all.
We may not be able to respond to rapid technological changes with new solutions, which could have a material adverse effect on our operating results.
The DevOps market is characterized by rapid technological change, fluctuating price points, and frequent new product and service introductions. Our ability to increase our user base and increase revenue from existing customers will depend heavily on our ability to enhance and improve our existing solutions, introduce new features and products, both independently and in conjunction with third-party developers, reach new platforms and sell into new markets. Customers may require features and capabilities that our current solutions do not have. If we fail to develop solutions that satisfy customer preferences in a timely and cost-effective manner, we may fail to renew our subscriptions with existing customers and create or increase demand for our solutions, and our business may be materially and adversely affected.
The introduction of new services by competitors or the development of entirely new technologies to replace existing offerings could make our solutions obsolete or adversely affect our business. In addition, any new markets or countries into which we attempt to sell our solutions may not be receptive. We may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new solutions and enhancements. We have in the past experienced delays in the planned release dates of new features and upgrades, and have discovered defects in new solutions after their introduction. There can be no assurance that new solutions or upgrades will be released according to schedule, or that when released they will not contain defects. Either of these situations could result in adverse publicity, loss of revenue, delay in market acceptance, or claims by customers brought against us, all of which could have a material adverse effect on our reputation, business, operating results, and financial condition. Moreover, upgrades and enhancements to our solutions may require substantial investment and we have no assurance that such investments will be successful. If users do not widely adopt enhancements to our solutions, we may not be able to realize a return on our investment. If we are unable to develop, license, or acquire enhancements to our existing solutions on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, our business, operating results, and financial condition may be adversely affected.
We do not have an adequate history with our subscription or pricing models to accurately predict the long-term rate of customer subscription renewals or adoption, or the impact these renewals and adoption will have on our revenues or operating results.
29
We have limited experience with respect to determining the optimal prices for our services. As the markets for our services mature, or as new competitors introduce new products or services that are similar to or compete with ours, we may be unable to attract new customers at the same price or based on the same pricing model as we have used historically. Moreover, some customers may demand greater price concessions or additional functionality at the same price levels. As a result, in the future we may be required to reduce our prices or provide more features without corresponding increases in price, which could adversely affect our revenues, gross margin, profitability, financial position and cash flow.
In addition, our customers have no obligation to renew their subscriptions for our services after the expiration of the initial subscription period. A majority of our subscriptions are on a one-year period. Our customers may renew for fewer elements of our services or negotiate for different pricing terms. We have limited historical data with respect to rates of customer subscription renewals, so we cannot accurately predict customer renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their dissatisfaction with our pricing or our services, their ability to continue their operations and spending levels, and changes in other technology components used within the customer’s organization, such as recruitment, advertising, and applicant tracking system capabilities. Changes in product packaging, pricing strategy or product offerings may not be seen favorably by our customers and may have an adverse effect on our ability to retain our current customers and acquire new ones. For example, we have discontinued our starter and bronze tier product offerings, which may cause customers who previously used these tiers to opt for our free version or to cease using our products completely. If our customers do not renew their subscriptions on similar pricing terms, our revenues may decline, and our business could suffer. In addition, over time the average term of our contracts could change based on renewal rates or for other reasons.
If we are not able to provide successful enhancements, new products, services, and features, our business could be adversely affected.
If we are unable to provide enhancements and new features for our existing services or new services that achieve market acceptance or that keep pace with rapid technological developments and the competitive landscape, our business could be adversely affected. The success of new services and enhancements depends on several factors, including the timely delivery, introduction and market acceptance of such services. Failure in this regard may significantly impair our revenue growth. In addition, because our services are designed to operate on a variety of systems and platforms, some controlled by third parties including competitors, we will need to continuously modify and enhance them to keep pace with changes in Internet-related hardware, operating systems, cloud computing infrastructure, and other software, communication, browser and open source technologies. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any failure of our services to operate effectively with future network platforms and technologies could reduce the demand for our services, result in customer dissatisfaction, and adversely affect our business.
Failure to effectively expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our services.
Our ability to increase our customer base and achieve broader market acceptance of our services will depend to a significant extent on our ability to continue to expand our marketing and sales operations. We plan to continue expanding our sales force. We also plan to dedicate significant and increasing resources to sales and marketing programs. We are expanding our marketing and sales capabilities to target additional potential customers, including some larger organizations, but there is no guarantee that we will be successful attracting and maintaining these businesses as customers, and even if we are successful, these efforts may divert our resources away from and negatively impact our ability to attract and maintain our current customer base. All of these efforts will require us to invest significant financial and other resources. If we are unable to find efficient ways to deploy our marketing spend or to hire, develop, and
30
retain talent in numbers required to maintain and support our growth, if our new sales talent are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective, our ability to increase our customer base and achieve broader market acceptance of our services could be harmed.
Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.
Once our products are deployed, our customers depend on our technical support organization to assist customers with service customization and optimization and resolve technical issues. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our services and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our services to existing and prospective customers, and our business, operating results and financial position.
Customers may demand more configuration and integration services, or customized features and functions that we do not offer, which could adversely affect our business and operating results.
Our current and future customers may demand more configuration and integration services, which increase our up-front investment in sales and deployment efforts, with no guarantee that these customers will increase the scope of their subscription. As a result of these factors, we may need to devote a significant amount of sales support and professional services resources to individual customers, increasing the cost and time required to complete sales. If prospective customers require customized features or functions that we do not offer, and that would be difficult for them to deploy themselves, then the market for our applications will be more limited and our business could suffer.
If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs, requirements, or preferences, our services may become less competitive.
Our industry is subject to rapid technological change, evolving industry standards and practices, and changing customer needs, requirements, and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. If we are unable to develop and sell new services that satisfy our customers and provide enhancements and new features for our existing services that keep pace with rapid technological and industry change, our revenue and operating results could be adversely affected. If new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely, such technologies could adversely impact our ability to compete.
Our services must also integrate with a variety of network, hardware, mobile, cloud, and software platforms and technologies, and we need to continuously modify and enhance our services to adapt to changes and innovation in these technologies. If developers widely adopt new software platforms, we would have to develop new versions of our products to work with those new platforms. This development effort may require significant engineering, marketing, and sales resources, all of which would affect our business and operating results. Any failure of our services to operate effectively with future infrastructure platforms and technologies could reduce the demand for our products. If we are unable to respond to these changes in a cost-effective manner, our services may become less marketable and less competitive or obsolete, and our operating results may be negatively affected.
31
If our services fail to perform properly, whether due to material defects with the software or external issues, our reputation could be adversely affected, our market share could decline, and we could be subject to liability claims.
Our products are inherently complex and may contain material defects, software “bugs” or errors. Any defects in functionality or that cause interruptions in the availability of our products could result in:
•loss or delayed market acceptance and sales;
•breach of warranty claims;
•sales credits or refunds for prepaid amounts related to unused subscription services;
•loss of customers;
•diversion of development and customer service resources; and
•injury to our reputation.
The costs incurred in correcting any material defects, software “bugs” or errors might be substantial and could adversely affect our operating results.
We increasingly rely on information technology systems to process, transmit and store electronic information. Our ability to effectively manage our business depends significantly on the reliability and capacity of these systems. The future operation, success and growth of our business depends on streamlined processes made available through information systems, global communications, internet activity, and other network processes. The future operation, success and growth of our business depends on streamlined processes made available through information systems, global communications, internet activity, and other network processes.
Our information technology systems may be subject to damage or interruption from telecommunications problems, data corruption, software errors, fire, flood, global pandemics and natural disasters, power outages, systems disruptions, system conversions, and/or human error. Our existing safety systems, data backup, access protection, user management and information technology emergency planning may not be sufficient to prevent data loss or long-term network outages. In addition, we may have to upgrade our existing information technology systems or choose to incorporate new technology systems from time to time in order for such systems to support the increasing needs of our expanding business. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could disrupt or reduce the efficiency of our operations.
We may also encounter service interruptions due to issues interfacing with our customers’ IT systems, including stack misconfigurations or improper environment scaling, or due to cyber security attacks on ours or our customers’ IT systems. Any such service interruption may have an adverse impact on our reputation and future operating results.
Because of the large amount of data that our customers collect and manage by means of our services, it is possible that failures or errors in our systems could result in data loss or corruption, or cause the information that we or our customers collect to be incomplete or contain inaccuracies that our customers regard as material. Furthermore, the availability or performance of our products could be adversely affected by a number of factors, including customers’ inability to access the Internet, the failure of our network or software systems, security breaches, or variability in user traffic for our services. We may be required to issue credits or refunds for prepaid amounts related to unused services or otherwise be liable to our customers for damages they may incur resulting from certain of these events. For example, our customers access our products through their Internet service providers. If a service provider fails to provide sufficient capacity to support our products, otherwise experiences service outages, or intentionally or unintentionally restricts or limits our ability to send, deliver, or receive electronic
32
communications or provide services, such failure could interrupt our customers’ access to our products, adversely affect their perception of our products’ reliability and reduce our revenues. In addition to potential liability, if we experience interruptions in the availability of our products or services, our reputation could be adversely affected and we could lose customers. Further, while we have in place a data recovery plan, our data backup systems are not geographically diverse or multi-hosted and our data recovery plans may be insufficient to fully recover all of ours or our customers’ data hosted on our system.
While we currently maintain errors and omissions insurance, it may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policy may not cover all claims made against us and defending a suit, regardless of its merit, could be costly and divert management’s attention.
Our channel partners may provide a poor experience to customers putting our brand or company growth at risk. Channel partners may deliver poor services or a poor selling experience delaying customer purchase or hurting the company brand.
In addition to our direct sales force, we use channel partners to sell and support our products. Channel partners may become an increasingly important aspect of our business, particularly with regard to enterprise, governmental, and international sales. Our future growth in revenue and ability to achieve and sustain profitability may depend in part on our ability to identify, establish, and retain successful channel partner relationships in the United States and internationally, which will take significant time and resources and involve significant risk. If we are unable to maintain our relationships with these channel partners, or otherwise develop and expand our indirect distribution channel, our business, operating results, financial condition, or cash flows could be adversely affected.
We cannot be certain that we will be able to identify suitable indirect sales channel partners. To the extent we do identify such partners, we will need to negotiate the terms of a commercial agreement with them under which the partner would distribute The DevOps Platform. We cannot be certain that we will be able to negotiate commercially-attractive terms with any channel partner, if at all. In addition, all channel partners must be trained to distribute The DevOps Platform. In order to develop and expand our distribution channel, we must develop and improve our processes for channel partner introduction and training. If we do not succeed in identifying suitable indirect sales channel partners, our business, operating results, and financial condition may be adversely affected.
We also cannot be certain that we will be able to maintain successful relationships with any channel partners and, to the extent that our channel partners are unsuccessful in selling our products, our ability to sell our products and our business, operating results, and financial condition could be adversely affected. Our channel partners may offer customers the products and services of several different companies, including products and services that compete with our products. Because our channel partners generally do not have an exclusive relationship with us, we cannot be certain that they will prioritize or provide adequate resources to sell our products. Moreover, divergence in strategy by any of these channel partners may materially adversely affect our ability to develop, market, sell, or support our products. We cannot assure you that our channel partners will continue to cooperate with us. In addition, actions taken or omitted to be taken by such parties may adversely affect us. In addition, we rely on our channel partners to operate in accordance with the terms of their contractual agreements with us. For example, our agreements with our channel partners limit the terms and conditions pursuant to which they are authorized to resell or distribute our products and offer technical support and related services. We also typically require our channel partners to represent to us the dates and details of products sold through to our customers. If our channel partners do not comply with their contractual obligations to us, our business, operating results, and financial condition may be adversely affected.
We track certain performance metrics with internal tools and data models and do not independently verify such metrics. Certain of our performance metrics are subject to inherent
33
challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
Our internal tools and data models have a number of limitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics, including the metrics we report. We calculate and track performance metrics with internal tools, which are not independently verified by any third party. While we believe our metrics are reasonable estimates of our customer base for the applicable period of measurement, the methodologies used to measure these metrics require significant judgment and may be susceptible to algorithmic or other technical errors. For example, the accuracy and consistency of our performance metrics may be impacted by changes to internal assumptions regarding how we account for and track customers, limitations on system implementations, and limitations on the ability of third-party tools to match our database. If the internal tools we use to track these metrics undercount or overcount performance or contain algorithmic or other technical errors, the data we report may not be accurate. In addition, limitations or errors with respect to how we measure data (or the data that we measure) may affect our understanding of certain details of our business, which could affect our longer-term strategies. If our performance metrics are not accurate representations of our business, user base, or traffic levels; if we discover material inaccuracies in our metrics; or if the metrics we rely on to track our performance do not provide an accurate measurement of our business, our reputation may be harmed, we may be subject to legal or regulatory actions, and our operating and financial results could be adversely affected.
We rely to a significant degree on a number of independent open source contributors, to develop and enhance the open source technologies we use to provide our products and services.
In our development process we rely upon numerous open source software programs which are outside of our direct control. Members of corresponding leadership committees and core teams, many of whom are not employed by us, are primarily responsible for the oversight and evolution of the codebases of these open source technologies. If the project committees and contributors fail to adequately further develop and enhance open source technologies, or if the leadership committees fail to oversee and guide the evolution of the open source technologies in the manner that we believe is appropriate to maximize the market potential of our offerings, then we would have to rely on other parties, or we would need to expend additional resources, to develop and enhance our offerings. We also must devote adequate resources to our own internal contributors to support their continued development and enhancement of open source technologies, and if we do not do so, we may have to turn to third parties or experience delays in developing or enhancing open source technologies. We cannot predict whether further developments and enhancements to these technologies will be available from reliable alternative sources. In either event, our development expenses could be increased, and our technology release and upgrade schedules could be delayed. Delays in developing, completing, or delivering new or enhanced offerings could cause our offerings to be less competitive, impair customer acceptance of our offerings and result in delayed or reduced revenue for our offerings.
Our failure or inability to protect our intellectual property rights, or claims by others that we are infringing upon or unlawfully using their intellectual property, could diminish the value of our brand and weaken our competitive position, and adversely affect our business, financial condition, operating results, and prospects.
We currently rely on a combination of copyright, trademark, trade secret, and unfair competition laws, as well as confidentiality agreements and procedures and licensing arrangements, to establish and protect our intellectual property rights. We have devoted substantial resources to the development of our proprietary technologies and related processes. In order to protect our proprietary technologies and processes, we rely in part on trade secret laws and confidentiality agreements with our team members, licensees, independent contractors, commercial partners, and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. We cannot be certain that the steps taken by us to protect our intellectual property rights will be adequate to prevent infringement of such rights by
34
others. Additionally, the process of obtaining patent or trademark protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications or apply for all necessary or desirable trademark applications at a reasonable cost or in a timely manner. Moreover, intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect our intellectual property rights as fully as in the United States, and it may be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and our failure or inability to obtain or maintain trade secret protection or otherwise protect our proprietary rights could adversely affect our business.
We may in the future be subject to patent infringement and trademark claims and lawsuits in various jurisdictions, and we cannot be certain that our products or activities do not violate the patents, trademarks, or other intellectual property rights of third-party claimants. Companies in the technology industry and other patent, copyright, and trademark holders seeking to profit from royalties in connection with grants of licenses own large numbers of patents, copyrights, trademarks, domain names, and trade secrets and frequently commence litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. As we face increasing competition and gain an increasingly high profile, the intellectual property rights claims against us have grown and will likely continue to grow.
Further, from time to time, we may receive letters from third parties alleging that we are infringing upon their intellectual property rights or inviting us to license their intellectual property rights. Our technologies and other intellectual property may not be able to withstand such third-party claims, and successful infringement claims against us could result in significant monetary liability, prevent us from selling some of our products and services, or require us to change our branding. In addition, resolution of claims may require us to redesign our products, license rights from third parties at a significant expense, or cease using those rights altogether. We may in the future bring claims against third parties for infringing our intellectual property rights. Costs of supporting such litigation and disputes may be considerable, and there can be no assurances that a favorable outcome will be obtained. Patent infringement, trademark infringement, trade secret misappropriation, and other intellectual property claims and proceedings brought against us or brought by us, whether successful or not, could require significant attention of our management and resources and have in the past and could further result in substantial costs, harm to our brand, and have an adverse effect on our business.
We are or may be the defendant in lawsuits or other claims that could cause us to incur substantial liabilities.
We have from time to time been, and are likely to in the future become, defendants in actual or threatened lawsuits brought by or on behalf of our current and former team members, competitors, governmental or regulatory bodies, or third parties who use The DevOps Platform. The various claims in such lawsuits may include, among other things, negligence or misconduct in the operation of our business and provision of services, intellectual property infringement, unfair competition, or violation of employment or privacy laws or regulations. Such suits may seek, as applicable, direct, indirect, consequential, punitive or other penalties or damages, injunctive relief, and/or attorneys’ fees. It is not possible to predict the outcome of any such lawsuits, individually or in the aggregate. However, these lawsuits may consume substantial amounts of our financial and managerial resources and might result in adverse publicity, regardless of the ultimate outcome of the lawsuits. In addition, we and our subsidiaries may become subject to similar lawsuits in the same or other jurisdictions. An unfavorable outcome with respect to these lawsuits and any future lawsuits could, individually or in the aggregate, cause us to incur substantial liabilities that may have a material adverse effect upon our business, financial condition or results of operations. In addition, an unfavorable outcome in one or more of these cases could cause us to change our compensation plans for our team members, which could have a material adverse effect upon our business.
35
We may engage in merger and acquisition activities and joint ventures, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.
As part of our business strategy, we may make investments in other companies, products, or technologies and may seek to acquire other companies, products, or technologies in the future. We may not be able to find suitable acquisition candidates and we may not be able to complete acquisitions on favorable terms, if at all. Even if we complete acquisitions or joint ventures, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions or joint ventures we complete could be viewed negatively by users or investors. In addition, if we fail to successfully integrate such acquisitions, or the assets, technologies or talent associated with such acquisitions, into our company, we may have depleted the company’s capital resources without attractive returns, and the revenue and operating results of the combined company could be adversely affected.
Acquisitions and joint ventures may disrupt our ongoing operations, divert management from their primary responsibilities, dilute our corporate culture, subject us to additional liabilities, increase our expenses, and adversely impact our business, financial condition, operating results, and cash flows. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition or joint venture, each of which could affect our financial condition or the value of our capital stock and could result in dilution to our stockholders. If we incur more debt it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede or may be beyond our ability to manage our operations. Additionally, we may receive indications of interest from other parties interested in acquiring some or all of our business. The time required to evaluate such indications of interest could require significant attention from management, disrupt the ordinary functioning of our business, and adversely affect our operating results.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our operating results could be adversely affected.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, deferred contract acquisition costs, income taxes, business combination, stock-based compensation and common stock valuations. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock.
Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could increase the costs of our services and adversely impact our business.
The application of federal, state, local, and international tax laws to services provided electronically is evolving. New income, sales, use, or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time (possibly with retroactive effect), and could be applied solely or disproportionately to services provided over the Internet. These enactments could adversely affect our sales activity due to the inherent cost increase the taxes would represent and ultimately result in a negative impact on our operating results and cash flows.
36
In addition, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us (possibly with retroactive effect), which could require us or our customers to pay additional tax amounts, as well as require us or our customers to pay fines or penalties and interest for past amounts. If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs, thereby adversely impacting our operating results and cash flows.
Furthermore, OECD Transfer Pricing Guidelines require us to analyze the functions performed by our entities, the risks incurred and the assets owned. This functional analysis is a control to sustain the operating margins of our entities and confirm arm’s length pricing for intercompany transactions. Competent authorities could interpret, change, modify or apply adversely, existing tax laws, statutes, rules, regulations or ordinances to us (possibly with retroactive effect); which could require us to make transfer pricing corrections or fines, penalties or interest for past amounts. We could be held liable for such costs, thereby adversely impacting our operating results and cash flows.
The termination of our relationship with our payment solutions providers could have a severe, negative impact on our ability to collect revenue from customers.
Most of our paying customers purchase our solutions using online payment solutions such as credit cards, and our business depends upon our ability to offer such payment options. The termination of our ability to process payments on any material payment option would significantly impair our ability to operate our business and significantly increase our administrative costs related to customer payment processing. If we fail to maintain our compliance with the data protection and documentation standards adopted by our payment processors and applicable to us, these processors could terminate their agreements with us, and we could lose our ability to offer our customers a credit card or other payment option. If these processors increase their payment processing fees because we experience excessive chargebacks or refunds or for other reasons, it could adversely affect our business and operating results. Increases in payment processing fees would increase our operating expense and adversely affect our operating results.
We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations, including in the United States, the European Union, or the E.U., the United Kingdom, or the U.K., Canada, and Australia, related to privacy, and our actual or perceived failure to comply with such laws, regulations and contractual obligations could result in significant liability and reputational harm.
We receive, store and process personal information and other customer data. There are numerous federal, state, local and foreign laws regarding privacy and the storing, sharing, access, use, processing, disclosure and protection of personal information, personal data and other customer data, the scope of which are changing, subject to differing interpretations, and which may be inconsistent among countries or conflict with other rules.
With respect to E.U. and U.K. team members, contractors and other personnel, as well as for our customers’ and prospective customers’ personal data, such as contact and business information, we are subject to the E.U. General Data Protection Regulation, or the GDPR, and applicable national implementing legislation of the GDPR, and the U.K. General Data Protection Regulation and U.K. Data Protection Act 2018, or the U.K. GDPR, respectively. We are a controller with respect to this data.
The GDPR and U.K. GDPR impose stringent data protection requirements and, where we are acting as a controller, includes requirements to: provide detailed disclosures about how personal data is collected and processed (in a concise, intelligible and easily accessible form); demonstrate that an appropriate legal basis is in place or otherwise exists to justify data processing activities; grant rights for data subjects in regard to their personal data including the right to be “forgotten,” the right to data portability and data subject access requests; notify data protection regulators or supervisory authorities (and in certain cases, affected individuals) of significant data breaches; define pseudonymized (key-coded) data; limit the retention of personal data; maintain a record of data processing; and comply with
37
the principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit. Where we act as a processor and process personal data on behalf of our customers, we are required to execute mandatory data processing clauses with those customers and maintain a record of data processing, among other requirements under the GDPR and U.K. GDPR. The GDPR and U.K. GDPR provide for penalties for noncompliance of up to the greater of €20 million or 4% of worldwide annual revenues (in the case of the GDPR) or £17 million and 4% of worldwide annual revenue (in the case of the U.K. GDPR). As we are required to comply with both the GDPR and the U.K. GDPR, we could be subject to parallel enforcement actions with respect to breaches of the GDPR or U.K. GDPR which affects both E.U. and U.K. data subjects. In addition to the foregoing, a breach of the GDPR or U.K. GDPR could result in regulatory investigations, reputational damage, orders to cease or change our processing of our personal data, enforcement notices, and/or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.
The GDPR and U.K. GDPR requires, among other things, that personal information only be transferred outside of the European Economic Area, or the E.E.A., or the U.K., respectively, to jurisdictions that have not been deemed adequate by the European Commission or by the U.K. data protection regulator, respectively, including the United States, if certain safeguards are taken to legitimize those data transfers. Recent legal developments in the E.U. have created complexity and uncertainty regarding such transfers. For example, on July 16, 2020, the European Court of Justice, or the CJEU, invalidated the E.U.-U.S. Privacy Shield framework, or the Privacy Shield. Further, the CJEU also advised that the Standard Contractual Clauses (a standard form of contract approved by the European Commission as an adequate personal data transfer mechanism and potential alternative to the Privacy Shield) were not alone sufficient to protect data transferred to the United States or other countries not deemed adequate. Use of the data transfer mechanisms must now be assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals, and additional measures and/or contractual provisions may need to be put in place. The European Data Protection Board issued additional guidance regarding the CJEU’s decision in November 2020, which imposes higher burdens on the use of data transfer mechanisms, such as the Standard Contractual Clauses, for cross-border data transfers. The CJEU also stated that if a competent supervisory authority believes that the standard contractual clauses cannot be complied with in the destination country and that the required level of protection cannot be secured by other means, such supervisory authority is under an obligation to suspend or prohibit that transfer. Since the decision by the CJEU, Supervisory Authorities, including the CNIL and the Austrian Data Protection Authority, are now looking at cross-border transfers more closely, and have publicly stated in January 2022 that the transfer of data to the US using certain analytics tools is illegal. While these decisions related specifically to analytics tools, it has been suggested that it is far-reaching and applies to any transfer of E.U. personal data to the U.S. We will continue to monitor this, but this may require the removal of tools from our services and websites where data is transferred from the E.U. to the U.S., or impact the manner in which we provide our services, which could adversely affect our business. Further, the European Commission published new versions of the Standard Contractual Clauses on June 4, 2021, which required implementation by September 27, 2021 for new transfers, and by December 2022 for all existing transfers. While we have implemented the new Standard Contractual Clauses for all new transfers, these changes require us to review and amend our existing uses of Standard Contractual Clauses involving the transfer of E.E.A. data outside of the E.E.A. which could increase our compliance costs and adversely affect our business. The transfer of U.K. data outside of the U.K. and the E.E.A. will remain subject to the previous set of Standard Contractual Clauses as approved at the time of Brexit. However, new Standard Contractual Clauses came into effect in the U.K. on March 21, 2022. Companies have until March 21, 2024 to update existing contracts, and should use the new Standard Contractual Clauses for any new contracts as of September 21, 2022. We may be required to implement new or revised documentation and processes in relation to our data transfers subject to U.K. data protection laws within the relevant time periods, which may result in further compliance costs.
38
In addition, following the U.K.’s withdrawal from the E.U., the E.U. issued an adequacy decision in June 2021 in favor of the U.K. permitting data transfers from the E.U. to the U.K. However, this adequacy decision is subject to a four-year term, and the E.U. could intervene during the term if it determines that the data protection laws in the U.K. are not sufficient. If the adequacy decision is not renewed after its term, or the E.U. intervenes during the term, data may not be able to flow freely from the E.U. to the U.K. unless additional measures are taken. In which case, we may be required to find alternative solutions for the compliant transfer of personal data into the U.K. from the E.U. As supervisory authorities continue to issue further guidance on personal information (including regarding data export and circumstances in which we cannot use the standard contractual clauses), we could suffer additional costs, complaints, or regulatory investigations or fines, and if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results. Loss, retention or misuse of certain information and alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose us to potential liability and may require us to expend significant resources on data security and in responding to and defending such allegations and claims.
We are also subject to evolving E.U. and U.K. privacy laws on cookies and e-marketing. In the E.U. and the U.K., regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the ePrivacy Directive are highly likely to be replaced by an E.U. regulation known as the ePrivacy Regulation which will significantly increase fines for non-compliance. In the E.U. and the U.K., informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The U.K. GDPR also imposes conditions on obtaining valid consent, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. If regulators start to enforce the strict approach in recent guidance, this could lead to substantial costs, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target users, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to understand users.
We depend on a number of third parties in relation to the operation of our business, a number of which process personal data on our behalf or as our sub-processor. To the extent required by applicable law, we attempt to mitigate the associated risks of using third parties by performing security assessments and detailed due diligence, entering into contractual arrangements to ensure that providers only process personal data according to our instructions or equivalent instructions to the instructions of our customer (as applicable), and that they have sufficient technical and organizational security measures in place. Where we transfer personal data outside the E.U. or the U.K. to such third parties, we do so in compliance with the relevant data export requirements, as described above. There is no assurance that these contractual measures and our own privacy and security-related safeguards will protect us from the risks associated with the third-party processing, storage and transmission of such information. Any violation of data or security laws by our third-party processors could have a material adverse effect on our business and result in the fines and penalties under the GDPR and the U.K. GDPR outlined above.
Additionally, we are subject to the California Consumer Privacy Act, or the CCPA, which came into effect in 2020 and increases privacy rights for California consumers and imposes obligations on companies that process their personal information. The CCPA requires covered companies to, among other things, provide new disclosures to California consumers and affords such consumers new privacy rights such as the ability to opt out of certain sales of personal information and expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is collected, used and shared. The
39
CCPA provides for civil penalties for violations, as well as a private right of action for security breaches that may increase the likelihood of, and the risks associated with, security breach litigation. Additionally, in November 2020, California passed the California Privacy Rights Act, or the CPRA, which expands the CCPA significantly, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Many of the CPRA’s provisions will become effective on January 1, 2023. Further, Virginia enacted the Virginia Consumer Data Protection Act, or the CDPA, another comprehensive state privacy law, that will also be effective January 1, 2023. The CCPA, CPRA, and CDPA may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal information, our financial condition, the results of our operations or prospects. The CCPA has also prompted a number of proposals for new federal and state privacy legislation that, if passed, could increase our potential liability, increase our compliance costs and adversely affect our business. Changing definitions of personal information and information may also limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of data. Also, some jurisdictions require that certain types of data be retained on servers within these jurisdictions. Our failure to comply with applicable laws, directives, and regulations may result in enforcement action against us, including fines, and damage to our reputation, any of which may have an adverse effect on our business and operating results.
We are also currently subject to China’s Personal Information Protection Law, or PIPL, which came into effect in November 2021 and which increases the protections of Chinese residents. In particular, the law is intended to protect the rights and interests of individuals, to regulate personal information processing activities, to safeguard the lawful and “orderly flow” of data, and to facilitate reasonable use of personal information. Our failure to comply with the PIPL may result in enforcement action against us, including fines, and damage to our reputation, any of which may have an adverse effect on our business and operating results. GitLab is in the process of transitioning all users who are resident in China to our JiHu entity which will minimize the applicability of the PIPL.
Further, we are subject to Payment Card Industry Data Security Standard, or PCI-DSS, a security standard applicable to companies that collect, store or transmit certain data regarding credit and debit cards, holders and transactions. We rely on vendors to handle PCI-DSS matters and to ensure PCI-DSS compliance. Despite our compliance efforts, we may become subject to claims that we have violated the PCIDSS based on past, present, and future business practices. Our actual or perceived failure to comply with the PCI-DSS can subject us to fines, termination of banking relationships, and increased transaction fees. In addition, there is no guarantee that PCI-DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse of payment card data or transaction information.
We generally seek to comply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third parties. We strive to comply with all applicable laws, policies, legal obligations and industry codes of conduct relating to privacy and data protection to the extent possible. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with applicable privacy and data security laws and regulations, our privacy policies, or our privacy-related obligations to users or other third parties, or any compromise of security that results in the unauthorized release or transfer of personal information or other customer data, may result in governmental enforcement actions, litigation, or public statements against us by consumer advocacy groups or others and could cause our users to lose trust in us, which would have an adverse effect on our reputation and business. It is possible that a regulatory inquiry might result in changes to our policies or business practices. Violation of existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and operating results. In addition, it is possible that future orders issued by, or enforcement actions initiated by, regulatory authorities could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.
40
Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of our users’ data, or regarding the manner in which the express or implied consent of users for the use and disclosure of such data is obtained – or in how these applicable laws, regulations or industry practices are interpreted and enforced by state, federal and international privacy regulators – could require us to modify our services and features, possibly in a material manner, may subject us to regulatory enforcement actions and fines, and may limit our ability to develop new services and features that make use of the data that our users voluntarily share with us.
We are subject to various governmental export controls, trade sanctions, and import laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate these controls.
In some cases, our software is subject to export control laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce, and our activities may be subject to trade and economic sanctions, including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control, or OFAC, and collectively, Trade Controls. As such, a license may be required to export or re-export our products, or provide related services, to certain countries and end-users, and for certain end-uses. Further, our products incorporating encryption functionality may be subject to special controls applying to encryption items and/or certain reporting requirements.
We have procedures in place designed to ensure our compliance with Trade Controls. We are currently working to enhance these procedures, with which failure to comply could subject us to both civil and criminal penalties, including substantial fines, possible incarceration of responsible individuals for willful violations, possible loss of our export or import privileges, and reputational harm. Further, the process for obtaining necessary licenses may be time-consuming or unsuccessful, potentially causing delays in sales or losses of sales opportunities. Trade Controls are complex and dynamic regimes, and monitoring and ensuring compliance can be challenging, particularly given that our products are widely distributed throughout the world and are available for download without registration. We have in the past, and may in the future, fail to comply with Trade Controls. For example, the recent sanctions imposed on Russia and Belarus, including related governmental organizations, non-governmental organizations and individuals, are unprecedented, expansive and rapidly evolving. Any future failure by us or our partners to comply with applicable laws and regulations would have negative consequences for us, including reputational harm, government investigations, and penalties.
Prior to implementing these control procedures, we inadvertently exported our software to entities located in embargoed countries and listed on denied parties’ lists administered by the U.S. Department of Commerce’s Bureau of Industry and Security, or BIS, and OFAC. In March 2020, we disclosed these apparent violations to BIS and OFAC, which resulted in a BIS Warning Letter and an OFAC Cautionary Letter. While BIS and OFAC did not assess any penalties, we understand that BIS and OFAC may consider our regulatory history, including these prior disclosures and warning/cautionary letters, if the company is involved in a future enforcement case for failure to comply with export control laws and regulations.
In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our products or could limit our end-customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations in such countries may create delays in the introduction of our products into international markets, prevent our end-customers with international operations from deploying our products globally or, in some cases, prevent or delay the export or import of our products to certain countries, governments, or persons altogether. Any change in export or import laws or regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing export, import or sanctions laws or regulations, or change in the countries, governments, persons, or technologies targeted by such export, import or sanctions laws or regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential
41
end-customers with international operations. Any decreased use of our products or limitation on our ability to export to or sell our products in international markets could adversely affect our business, financial condition, and results of operations.
Failure to comply with anti-bribery, anti-corruption, anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act 2010 and possibly other anti-bribery and anti-money laundering laws in countries outside of the United States in which we conduct our activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their team members, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.
We sometimes leverage third parties to sell our products and services and conduct our business abroad. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our team members, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. We cannot assure you that all of our team members and agents will not take actions in violation of applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase.
Any allegations or actual violation of the FCPA or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on our reputation, business, results of operations, and prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest or that we acquire. As a general matter, investigations, enforcement actions and sanctions could harm our reputation, business, results of operations, and financial condition.
A portion of our revenue is generated by sales to government entities, which are subject to a number of challenges and risks.
Sales to government entities are subject to a number of risks. Selling to government entities can be highly competitive, expensive, and time-consuming, often requiring significant up-front time and expense without any assurance that these efforts will generate a sale. Government certification requirements for products like ours may change, thereby restricting our ability to sell into the U.S. federal government, U.S. state governments, or non-U.S. government sectors until we have attained the revised certification. Government demand and payment for our products may be affected by public sector budgetary cycles, funding authorizations, government shutdowns, and general political priorities, with funding reductions or delays adversely affecting public sector demand for our products. Additionally, any actual or perceived privacy, data protection, or data security incident, or even any perceived defect with regard to our practices or measures in these areas, may negatively impact public sector demand for our products.
Additionally, we rely on certain partners to provide technical support services to certain of our government entity customers to resolve any issues relating to our products. If our partners do not effectively assist our government entity customers in deploying our products, succeed in helping our government entity customers quickly resolve post-deployment issues, or provide effective ongoing
42
support, our ability to sell additional products to new and existing government entity customers would be adversely affected and our reputation could be damaged.
Government entities may have statutory, contractual, or other legal rights to terminate contracts with us for convenience or due to a default, and any such termination may adversely affect our future results of operations. Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our subscriptions, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities, which could adversely affect our results of operations in a material way.
Our success depends on our ability to provide users of our products and services with access to an abundance of useful, efficient, high-quality code which in turn depends on the quality and volume of code contributed by our users.
We believe that one of our competitive advantages is the quality, quantity and collaborative nature of the code on GitLab, and that access to open source code is one of the main reasons users visit GitLab. We seek to foster a broad and engaged user community, and we encourage individuals, companies, governments, and institutions to use our products and services to learn, code and work. If users, including influential users, do not continue to contribute code, our user base and user engagement may decline. Additionally, if we are not able to address user concerns regarding the safety and security of our products and services or if we are unable to successfully prevent abusive or other hostile behavior on The DevOps Platform, the size of our user base and user engagement may decline. We rely on the sale of online services for a substantial portion of our revenue and if there is a decline in the number of users, user growth rate, or user engagement, including as a result of the loss of influential users and companies who provide innovative code on GitLab, paying users of our online services may be deterred from using our products or services or reduce their spending with us or cease doing business with us, which would harm our business and operating results.
Seasonality may cause fluctuations in our sales and results of operations.
Historically, we have experienced seasonality in new customer contracts, as we typically enter into a higher percentage of subscription agreements with new customers and renewals with existing customers in the third and fourth quarters of each year. We believe that this results from the procurement, budgeting, and deployment cycles of many of our customers, particularly our enterprise customers. We expect that this seasonality will continue to affect our bookings, deferred revenue, and our results of operations in the future and might become more pronounced as we continue to target larger enterprise customers.
We recognize a significant portion of revenue from subscriptions over the term of the relevant subscription period, and as a result, downturns or upturns in sales are not immediately reflected in our results of operations. Further, we recognize a significant portion of our subscription revenue over the term of the relevant subscription period. As a result, much of the subscription revenue we report each fiscal quarter is the recognition of deferred revenue from subscription contracts entered into during previous fiscal quarters. Consequently, a decline in new or renewed subscriptions in any one fiscal quarter will not be fully or immediately reflected in revenue in that fiscal quarter and will negatively affect our revenue in future fiscal quarters. Accordingly, the effect of significant downturns in new or renewed sales of our subscriptions is not fully reflected in our results of operations until future periods.
The length of our sales cycle can be unpredictable, particularly with respect to sales to large customers, and our sales efforts may require considerable time and expense.
Our results of operations may fluctuate, in part, because of the length and variability of the sales cycle of our subscriptions and the difficulty in making short-term adjustments to our operating expenses. Our results of operations depend in part on sales to new large customers and increasing sales to existing customers. The length of our sales cycle, from initial contact from a prospective customer to contractually committing to our paid subscriptions can vary substantially from customer to customer based on deal complexity as well as whether a sale is made directly by us. For example, in fiscal 2022, our average
43
sales cycle for enterprise customers was 96 days, while the average sales cycle for small and medium sized organizations was 20 days. It is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. As a result, large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. Because a substantial proportion of our expenses are relatively fixed in the short term, our results of operations will suffer if revenue falls below our expectations in a particular quarter, which could cause the price of our Class A common stock to decline.
Risks Related to our People and Culture
We engage our team members in various ways, including direct hires, through PEOs and as independent contractors. As a result of these methods of engagement, we face certain challenges and risks that can affect our business, operating results, and financial condition.
In the locations where we directly hire our team members into one of our entities, we must ensure that we are compliant with the applicable local laws governing team members in those jurisdictions, including local employment and tax laws. In the locations where we utilize PEOs, we contract with the PEO for it to serve as “Employer of Record” for those team members engaged through the PEO in each applicable location. Under this model, team members are employed by the PEO but provide services to GitLab. We also engage team members through a PEO self-employed model in certain jurisdictions where we contract with the PEO, which in turn contracts with individual team members as independent contractors. In all locations where we utilize PEOs, we rely on those PEOs to comply with local employment laws and regulations. We also issue equity to a substantial portion of our team members, including team members engaged through PEOs and independent contractors, and must ensure we remain compliant with securities laws of the applicable jurisdiction where such team members are located.
Additionally, in some cases, we contract directly with team members who are independent contractors. When we engage team members through a PEO or independent contractor model, we may not be utilizing the appropriate hiring model needed to be compliant with local laws or the PEO may not be complying with local regulations. Additionally, the agreements executed between PEOs and our team members or between us and team members engaged under the independent contractor model, may not be enforceable depending on the local laws because of the indirect relationship created through these engagement models. Accordingly, as a result of our engagement of team members through PEOs, and of our relationship with independent contractors, our business, financial condition and results of operations could be materially and adversely affected. Furthermore, litigation related to our model of engaging team members, if instituted against us, could result in substantial costs and divert our management’s attention and resources from our business.
We rely on our management team and other key team members and will need additional personnel to grow our business, and the loss of one or more key team members or our inability to hire, integrate, train and retain qualified personnel, could harm our business.
Our future success is dependent, in part, on our ability to hire, integrate, train, retain and motivate the members of our management team and other key team members throughout our organization. The loss of key personnel, including key members of our management team, as well as certain of our key marketing, sales, finance, support, product development, human resources, or technology personnel, could disrupt our operations and have an adverse effect on our ability to grow our business. In particular, we are highly dependent on the services of Sytse Sijbrandij, our co-founder, Chairman of the Board of Directors and Chief Executive Officer, who is critical to the development of our technology, services, future vision and strategic direction.
Competition for highly skilled personnel in our industry is intense, and we may not be successful in hiring or retaining qualified personnel to fulfill our current or future needs. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled team
44
members with appropriate qualifications. For example, in recent years, recruiting, hiring, and retaining team members with expertise in the technology software industry has become increasingly difficult as the demand for technology software professionals has continued to increase. Further, unfavorable media coverage of us could significantly impact our ability to recruit and retain talent. Many of the companies with which we compete for experienced personnel have greater resources than we have. Our competitors also may be successful in recruiting and hiring members of our management team or other key team members, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. We have in the past, and may in the future, be subject to allegations that team members we hire have been improperly solicited, or that they have divulged proprietary or other confidential information or that their former employers own such team member’s inventions or other work product, or that they have been hired in violation of non-compete provisions or non-solicitation provisions.
In addition, job candidates and existing team members often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity or equity awards declines, it may adversely affect our ability to retain highly skilled team members. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects would be severely harmed. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects would be severely harmed.
If we do not effectively hire, integrate, and train additional sales personnel, and expand our sales and marketing capabilities, we may be unable to increase our customer base and increase sales to our existing customers.
Our ability to increase our customer base and achieve broader market adoption of The DevOps Platform will depend to a significant extent on our ability to continue to expand our sales and marketing operations. We plan to dedicate significant resources to sales and marketing programs and to expand our sales and marketing capabilities to target additional potential customers, but there is no guarantee that we will be successful in attracting and maintaining additional customers. If we are unable to find efficient ways to deploy our sales and marketing investments or if our sales and marketing programs are not effective, our business and operating results would be adversely affected.
Furthermore, we plan to continue expanding our sales force and there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in part, on our success in hiring, integrating, training, and retaining sufficient numbers of sales personnel to support our growth, particularly in international markets. New hires require significant training and may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to hire and train a sufficient number of effective sales personnel, or the sales personnel we hire are not successful in obtaining new customers or increasing sales to our existing customer base, our business, operating results, and financial condition will be adversely affected.
We are a remote-only company, meaning that our team members work remotely which poses a number of risks and challenges that can affect our business, operating results, and financial condition. We are increasingly dependent on technology in our operations and if our technology fails, our business could be adversely affected.
As a remote-only company, we face a number of unique operational risks. For example, technologies in our team members’ homes may not be robust enough and could cause the networks, information systems, applications, and other tools available to team members and service providers to be limited, unreliable, or unsecure. Additionally, we are increasingly dependent on technology as a remote-only company and if we experience problems with the operation of our current IT systems or the technology systems of third parties on which we rely, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. In addition, in a remote-only company, it may be difficult for us to develop and preserve our corporate culture and our team members may have decreased opportunities to
45
collaborate in meaningful ways. Any impediments to preserving our corporate culture and fostering collaboration could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively, and execute on our business strategy.
Unfavorable media coverage could negatively impact our business.
We receive a high degree of media coverage, including due to our commitment to transparency. Unfavorable publicity or consumer perception of our service offerings could adversely affect our reputation, resulting in a negative impact on the size of our user base and the loyalty of our users. It could negatively impact our ability to acquire new customers and could lead to customers choosing to leave GitLab. As a result, our business, financial condition and results of operations could be materially and adversely affected.
Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity, and teamwork fostered by our culture, and our business may be harmed.
We believe that our corporate culture has been and will continue to be a key contributor to our success. If we do not continue to develop our corporate culture as we grow and evolve, it could harm our ability to foster the innovation, creativity, and teamwork that we believe is important to support our growth. As our organization grows and we are required to implement more complex organizational structures, we may find it increasingly difficult to maintain the beneficial aspects of our corporate culture, which could negatively impact our future success.
Our brand, reputation, and business may be harmed if our customers, partners, team members, contributors or the public at large disagrees with, or finds objectionable, our policies and practices or organizational decisions that we make or with the actions of members of our management team.
Our customers, partners, team members, contributors or the public at large may, from time to time, disagree with, or find objectionable, our policies and practices or organizational decisions that we make or with the actions of members of our management team. As a result of these disagreements and any negative publicity associated therewith, we could lose customers or partners, or we may have difficulty attracting or retaining team members or contributors and such disagreements may divert resources and the time and attention of management from our business. Our culture of transparency may also result in customers, partners, team members, contributors or the public at large having greater insight into our policies and practices or organizational decisions. Additionally, with the importance and impact of social media, any negative publicity regarding our policies and practices or organizational decisions or actions by members of our management team, may be magnified and reach a large portion of our customer, partner, team member base or contributors in a very short period of time, which could harm our brand and reputation and adversely affect our business.
Risk Related to Our International Operations
We plan to continue expanding our international operations which could subject us to additional costs and risks, and our continued expansion internationally may not be successful.
We plan to expand our operations internationally in the future. Outside of the United States, we currently have direct and indirect subsidiaries in the United Kingdom, Netherlands, Germany, France, Ireland, Japan, South Korea, Canada, Singapore and Australia and have team members in over 68 countries. We also recently established a joint venture in China. There are significant costs and risks inherent in conducting business in international markets, including:
•establishing and maintaining effective controls at foreign locations and the associated increased costs;
46
•adapting our technologies, products, and services to non-U.S. consumers’ preferences and customs;
•increased competition from local providers;
•compliance with foreign laws and regulations;
•adapting to doing business in other languages and/or cultures;
•compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international operations;
•compliance with anti-bribery laws, such as the FCPA and the U.K. Bribery Act, by us, our team members, our service providers, and our business partners;
•difficulties in staffing and managing global operations and the increased travel, infrastructure, and compliance costs associated with multiple international locations;
•complexity and other risks associated with current and future foreign legal requirements, including legal requirements related to data privacy frameworks, such as the GDPR and U.K. GDPR;
•currency exchange rate fluctuations and related effects on our operating results;
•economic and political instability in some countries, including the potential effects of the COVID-19 pandemic and the recent and developing armed conflict in Ukraine;
•the uncertainty of protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; and
•other costs of doing business internationally.
These factors and other factors could harm our international operations and, consequently, materially impact our business, operating results, and financial condition. Further, we may incur significant operating expenses as a result of our international expansion, and it may not be successful. We have limited experience with regulatory environments and market practices internationally, and we may not be able to penetrate or successfully operate in new markets. If we are unable to continue to expand internationally and manage the complexity of our global operations successfully, our financial condition and operating results could be adversely affected.
We have a limited operating history in China and we face risks with respect to conducting business in connection with our joint venture in China due to certain legal, political, economic and social uncertainties relating to China. Our ability to monetize our joint venture in China may be limited.
In February 2021, we partnered with two Chinese investment partners to form an independent company called GitLab Information Technology (Hubei) Co., Ltd. (极狐, pinyin: JiHu, pronounced Gee Who) which was formed to specifically serve the Chinese market. This new company offers a dedicated distribution of The DevOps Platform available as both a self-managed and SaaS offering (GitLab.cn) that will only be available in mainland China, Hong Kong and Macau. The autonomous company has its own governance structure, management team, and business support functions including Engineering, Sales, Marketing, Finance, Legal, Human Relations and Customer Support.
Our participation in this joint venture in China is subject to general, as well as industry-specific, economic, political and legal developments and risks in China. The Chinese government exercises significant control over the Chinese economy, including but not limited to controlling capital investments, allocating resources, setting monetary policy, controlling and monitoring foreign exchange rates, implementing and overseeing tax regulations, providing preferential treatment to certain industry
47
segments or companies and issuing necessary licenses to conduct business. In addition, we could face additional risks resulting from changes in China’s data privacy and cybersecurity requirements, including China’s recent adoption of the Personal Information Protection Law, or PIPL, which went into effect on November 1, 2021. The PIPL shares similarities with the GDPR, including extraterritorial application, data minimization, data localization, and purpose limitation requirements, and obligations to provide certain notices and rights to citizens of China. Accordingly, any adverse change in the Chinese economy, the Chinese legal system or Chinese governmental, economic or other policies could have a material adverse effect on our business and operations in China and our prospects generally.
We face additional risks in China due to China’s historically limited recognition and enforcement of contractual and intellectual property rights. We may experience difficulty enforcing our intellectual property rights in China. Unauthorized use of our technologies and intellectual property rights by Chinese partners or competitors may dilute or undermine the strength of our brands. If we cannot adequately monitor the use of our technologies and products, or enforce our intellectual property rights in China or contractual restrictions relating to use of our intellectual property by Chinese companies, our revenue could be adversely affected.
Our joint venture is subject to laws and regulations applicable to foreign investment in China. There are uncertainties regarding the interpretation and enforcement of laws, rules and policies in China. Because many laws and regulations are relatively new, the interpretations of many laws, regulations and rules are not always uniform. Moreover, the interpretation of statutes and regulations may be subject to government policies reflecting domestic political agendas. Enforcement of existing laws or contracts based on existing law may be uncertain and sporadic. As a result of the foregoing, it may be difficult for us to obtain swift or equitable enforcement of laws ostensibly designed to protect companies like ours, which could have a material adverse effect on our business and results of operations. Our ability to monetize our joint venture in China may also be limited. Although the joint venture entity is an autonomous company, it is the exclusive seller of GitLab in mainland China, Hong Kong and Macau and is therefore the public face of GitLab in those areas. Additionally, under U.S. GAAP, we currently consolidate the joint venture’s financials within our own. Therefore, we face reputational and brand risk as a result of any negative publicity faced by the joint venture entity. Any such reputational and brand risk can harm our business and operating results.
We are exposed to fluctuations in currency exchange rates and interest rates, which could negatively affect our results of operations and our ability to invest and hold our cash.
Revenue generated is billed in U.S. dollars while expenses incurred by our international subsidiaries and activities are often denominated in the currencies of the local countries. As a result, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as the financial results of our international subsidiaries are translated from local currencies into U.S. dollars. Our financial results are also subject to changes in exchange rates that impact the settlement of transactions in non-local currencies. To date, we have not engaged in currency hedging activities to limit the risk of exchange fluctuations and, as a result, our financial condition and operating results could be adversely affected by such fluctuations.
Risks Related to Financial and Accounting Matters
We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A common stock less attractive to investors.
We are an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the independent auditor attestation requirements of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the required number of years of audited financial statements, and (iii)
48
exemptions from the requirements of holding non-binding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not approved previously. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements.
We could be an emerging growth company for up to five fiscal years following the completion of our initial public offering. However, certain circumstances could cause us to lose that status earlier, including the date on which we are deemed to be a “large accelerated filer” under applicable SEC rules, if we have total annual gross revenue of $1.07 billion or more, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an “emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act, upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.
Investors may find our Class A common stock less attractive because we may rely on certain of these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and the price of our Class A common stock may be more volatile and may decline.
We have identified a material weakness in our internal controls over financial reporting and if our remediation of such material weakness is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq Global Select Market. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures that are designed to ensure information required to be disclosed by us in our financial statements and in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our internal controls and procedures, we have expended, and anticipate that we will continue to expend, significant resources, including accounting related costs and significant management oversight.
As disclosed in our Quarterly Report on Form 10-Q for the quarter ended October 31, 2021, we identified a material weakness in our internal controls over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. This material weakness is related to us not having properly
49
designed internal controls over the preparation of our financial statements insofar as it relates to appropriately performing effective and timely review of the accounting for and disclosure of non-routine transactions.
To address our material weakness, we have taken certain steps to enhance our internal control environment and remediate this material weakness, including the formalization of accounting policies and designing and implementing improved processes and internal controls. However, our new and enhanced controls have not operated for a sufficient amount of time to conclude that the material weakness has been remediated.
We cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to a material weakness in our internal controls over financial reporting or that they will prevent or avoid potential future material weaknesses. Our current controls and any new controls we develop may become inadequate because of changes in conditions in our business. Further, additional weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results, may result in a restatement of our financial statements for prior periods, cause us to fail to meet our reporting obligations, and could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in the periodic reports we will file with the SEC. However, while we remain an “emerging growth company,” we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our Class A common stock. We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.
Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A common stock.
As a public company, and particularly after we are no longer an “emerging growth company,” significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business, financial condition and operating results.
We will incur significant increased costs and devote increased management resources as a result of operating as a public company.
As a public company, we will incur significant legal, accounting, compliance and other expenses that we did not incur as a private company and these expenses will increase even more after we are no longer an “emerging growth company.” Our management and other personnel will need to devote a substantial amount of time and incur significant expense in connection with compliance initiatives. As a public company, we will bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws.
In addition, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, and the related rules and regulations implemented by the SEC, have
50
increased legal and financial compliance costs and will make some compliance activities more time consuming. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from our other business activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. In connection with our initial public offering, we also increased our directors’ and officers’ insurance coverage, which increased our insurance cost. In the future, it may be more expensive or more difficult for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors would also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation and leadership development committee, and qualified executive officers.
We may need to raise additional capital to grow our business, and we may not be able to raise capital on terms acceptable to us or at all. In addition, any inability to generate or obtain such capital may adversely affect our operating results and financial condition.
In order to support our growth and respond to business challenges, such as developing new features or enhancements to our services to stay competitive, acquiring new technologies, and improving our infrastructure, we have made significant financial investments in our business and we intend to continue to make such investments. As a result, we may need to engage in additional equity or debt financings to provide the funds required for these investments and other business endeavors. We may not be able to raise needed cash on terms acceptable to us or at all. Financing may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be significantly lower than the current price per share of our Class A common stock. The holders of new debt or equity securities may also have rights, preferences, or privileges that are senior to those of existing holders of our common stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.
If we raise additional funds through equity or convertible debt issuances, our existing stockholders may suffer significant dilution and these securities could have rights, preferences, and privileges that are superior to those of holders of our common stock. If we obtain additional funds through debt financing, we may not be able to obtain such financing on terms favorable to us. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. The trading prices of technology companies have been highly volatile as a result of the COVID-19 pandemic and other global events, including the recent armed conflict in Ukraine, which may reduce our ability to access capital on favorable terms or at all. In addition, a recession, depression, or other sustained adverse market event resulting from the spread of the COVID-19 pandemic or other global events could adversely affect our business and the value of our Class A common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business may be adversely affected, requiring us to delay, reduce, or eliminate some or all of our operations.
Future acquisitions, strategic investments, partnerships or alliances could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute stockholder value and adversely affect our business, operating results and financial condition.
As part of our business strategy, we have in the past and expect to continue to make investments in and/or acquire complementary companies, services or technologies. Our ability as an organization to acquire and integrate other companies, services or technologies in a successful manner in the future is not guaranteed. We may not be able to find suitable acquisition candidates, and we may not be able to complete such acquisitions on favorable terms, if at all. If we do complete acquisitions, we may not
51
ultimately strengthen our competitive position or ability to achieve our business objectives, and any acquisitions we complete could be viewed negatively by our end customers or investors. In addition, if we are unsuccessful at integrating such acquisitions, or the technologies associated with such acquisitions, into our company, the revenue and operating results of the combined company could be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage the process successfully. We may not successfully evaluate or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect our financial condition and the market price of our Class A common stock. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations.
Additional risks we may face in connection with acquisitions include:
•diversion of management time and focus from operating our business to addressing acquisition integration challenges;
•coordination of research and development and sales and marketing functions;
•integration of product and service offerings;
•retention of key team members from the acquired company;
•changes in relationships with strategic partners as a result of product acquisitions or strategic positioning resulting from the acquisition;
•integration of customers from the acquired company;
•cultural challenges associated with integrating team members from the acquired company into our organization;
•integration of the acquired company’s accounting, management information, human resources and other administrative systems;
•the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked sufficiently effective controls, procedures and policies;
•additional legal, regulatory or compliance requirements;
•financial reporting, revenue recognition or other financial or control deficiencies of the acquired company that we do not adequately address and that cause our reported results to be incorrect;
•liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;
•unanticipated write-offs or charges; and
•litigation or other claims in connection with the acquired company, including claims from terminated team members, customers, former stockholders or other third parties.
Our failure to address these risks or other problems encountered in connection with acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities, and harm our business generally.
52
Changes in tax laws or tax rulings could adversely affect our effective tax rates, financial condition and results of operations.
The tax regimes we are subject to or operate under are unsettled and may be subject to significant change. This challenge is increased by the global nature of our operations. Changes in tax laws (including in response to the COVID-19 pandemic) or tax rulings, or changes in interpretations of existing laws, could cause us to be subject to additional income-based taxes and non-income taxes, including payroll, sales, use, value-added, digital tax, net worth, property and goods and services taxes, which in turn could adversely affect our financial condition and results of operations. For example, in December 2017, the U.S. federal government enacted the tax reform legislation known as the Tax Cuts and Jobs Act, or the 2017 Tax Act. The 2017 Tax Act significantly changed the existing U.S. corporate income tax laws by, among other things, lowering the U.S. corporate tax rate, implementing a partially territorial tax system, and imposing a one-time deemed repatriation tax on certain post-1986 foreign earnings. In addition, many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could impact our tax obligations. Some of these or other new rules could result in double taxation. Any significant changes to our future effective tax rate could adversely affect our business, financial condition and results of operations.
We may have exposure to greater than anticipated tax liabilities.
The tax laws applicable to our business, including the laws of the United States and other jurisdictions, are subject to interpretation and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax revenue. Our existing corporate structure has been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could impact our worldwide effective tax rate and adversely affect our financial condition and results of operations. Moreover, changes to our corporate structure could impact our worldwide effective tax rate and adversely affect our financial condition and results of operations.
In addition, we are subject to federal, state and local taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and our worldwide provision for taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. Our tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations, including those relating to income tax nexus, by our earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our business, with some changes possibly affecting our tax obligations in future or past years. We believe that our financial statements reflect adequate reserves to cover such a contingency, but there can be no assurances in that regard.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and any such assessments could adversely affect our business, financial condition and results of operations.
Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable or that our presence in such jurisdictions is sufficient to require us to collect taxes, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future. Such tax
53
assessments, penalties and interest or future requirements may adversely affect our financial condition and results of operations. Further, in June 2018, the Supreme Court of the United States held in South Dakota v. Wayfair, Inc. that states could impose sales tax collection obligations on out-of-state sellers even if those sellers lack any physical presence within the states imposing the sales taxes. Under the Wayfair decision, a person requires only a “substantial nexus” with the taxing state before the state may subject the person to sales tax collection obligations therein. An increasing number of states (both before and after the publication of the Wayfair decision) have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. The Supreme Court’s Wayfair decision has removed a significant impediment to the enactment and enforcement of these laws, and it is possible that states may seek to tax out-of-state sellers on sales that occurred in prior tax years, which could create additional administrative burdens for us, put us at a competitive disadvantage if such states do not impose similar obligations on our competitors, and decrease our future sales, which could adversely affect our business, financial condition, and results of operations.
Risks Related to Ownership of Our Class A Common Stock
The market price of our Class A common stock may be volatile, and you could lose all or part of your investment.
Technology stocks historically have experienced high levels of volatility. The market price of our Class A common stock depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. In addition, the limited public float of our Class A common stock may increase the volatility of the trading price of our Class A common stock. These fluctuations could cause you to lose all or part of your investment in our Class A common stock, since you might not be able to sell your shares at or above the price initially paid for the stock. Factors that could cause fluctuations in the market price of our Class A common stock include the following:
•actual or anticipated changes or fluctuations in our operating results;
•the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
•announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships or capital commitments;
•industry or financial analyst or investor reaction to our press releases, other public announcements and filings with the SEC;
•rumors and market speculation involving us or other companies in our industry;
•price and volume fluctuations in the overall stock market from time to time;
•changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
•failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
•actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;
•litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
54
•developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary rights;
•announced or completed acquisitions of businesses or technologies by us or our competitors;
•new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
•the impact of interest rate increases on the overall stock market and the market for technology company stocks;
•any major changes in our management or our board of directors;
•effects of public health crises, pandemics, and epidemics, such as the COVID-19 pandemic;
•general economic conditions and slow or negative growth of our markets; and
•other events or factors, including those resulting from war, incidents of terrorism or responses to these events, including those related to the recent and developing armed conflict in Ukraine.
In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our Class A common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action litigation has often been instituted against that company. Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources from our business. This could have an adverse effect on our business, operating results and financial condition.
Sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.
Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and greater than 5% stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate. In connection with our initial public offering, or IPO, our officer, directors and certain other stockholders entered into lockup agreements with the underwriters for the IPO. These lockups expired as of March 16, 2022 and as a result, all such shares are now freely tradable without restrictions or further registration under the Securities Act, subject to certain restrictions and limitations under the Securities Act on shares held by our affiliates.
Moreover, the holders of a significant portion of shares of our capital stock also have rights, subject to some conditions, to require us to file registration statements for the public resale of such capital stock or to include such shares in registration statements that we may file for us or other stockholders.
We may also issue our shares of our capital stock or securities convertible into shares of our capital stock from time to time in connection with a financing, acquisition, investment, or otherwise.
The dual class structure of our common stock will have the effect of concentrating voting control with those stockholders who hold our Class B capital stock, including our directors, executive officers, and beneficial owners of 5% or greater of our outstanding capital stock who hold in the aggregate 65.8% of the voting power of our capital stock, which will limit or preclude your ability to
55
influence corporate matters, including the election of directors and the approval of any change of control transaction.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. As of January 31, 2022, the holders of our outstanding Class B common stock hold approximately 98% of the voting power of our outstanding capital stock, with our directors, executive officers, and holders of more than 5% of our common stock, and their respective affiliates, holding in the aggregate approximately 65.8% of the voting power of our capital stock. Because of the ten-to-one voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore will be able to control all matters submitted to our stockholders for approval until the earlier of (i) October 14, 2031, (ii) the death or disability, as defined in our restated certificate of incorporation, of Sytse Sijbrandij, (iii) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B common stock and (iv) the first date on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of outstanding common stock. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.
Future transfers by holders of our Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of our Class B common stock who retain their shares in the long term.
The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
Certain stock index providers, such as S&P Dow Jones, exclude companies with multiple classes of shares of common stock from being added to certain stock indices, including the S&P 500. In addition, several stockholder advisory firms and large institutional investors oppose the use of multiple class structures. As a result, the dual class structure of our common stock may prevent the inclusion of our Class A common stock in such indices, may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing shares of our Class A common stock. Any exclusion from stock indices could result in a less active trading market for our Class A common stock. Any actions or publications by stockholder advisory firms or institutional investors critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.
If industry or financial analysts do not publish research or reports about our business, or if they issue inaccurate or unfavorable research regarding our Class A common stock, our stock price and trading volume could decline.
The trading market for our Class A common stock will depend in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts or the content and opinions included in their reports. As a new public company, we may be slow to attract research coverage and the analysts who publish information about our Class A common stock will have had relatively little experience with our company, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. If any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding our stock price, our stock price may decline. In addition, the stock prices of many companies in the technology industry have declined significantly after
56
those companies have failed to meet, or exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our financial results fail to meet, or exceed, our announced guidance or the expectations of analysts or public investors, analysts could downgrade our Class A common stock or publish unfavorable research about us. If one or more of these analysts cease coverage of our Class A common stock or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause our stock price or trading volume to decline.
We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Additionally, our ability to pay dividends is limited by restrictions on our ability to pay dividends or make distributions under the terms of our loan and security agreement. Accordingly, investors must for the foreseeable future rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
Provisions in our organizational documents and under Delaware law could make an acquisition of us, which could be beneficial to our stockholders, more difficult and may limit attempts by our stockholders to replace or remove our current management.
Provisions in our restated certificate of incorporation and restated bylaws may have the effect of delaying or preventing a merger, acquisition or other change of control of our company that our stockholders may consider favorable. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among other things, our restated certificate of incorporation and restated bylaws include provisions that:
•provide that our board of directors is classified into three classes of directors with staggered three-year terms;
•permit our board of directors to establish the number of directors and fill any vacancies and newly created directorships;
•require supermajority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
•authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
•provide that only our chief executive officer or a majority of our board of directors will be authorized to call a special meeting of stockholders;
•eliminate the ability of our stockholders to call special meetings of stockholders;
•do not provide for cumulative voting;
•provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;
•provide for a dual class common stock structure in which holders of our Class B common stock may have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our common stock, including
57
the election of directors and other significant corporate transactions, such as a merger or other sale of our company or its assets;
•prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
•provide that our board of directors is expressly authorized to make, alter, or repeal our restated bylaws; and
•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
Moreover, Section 203 of the Delaware General Corporation Law, or DGCL, may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock.
Our restated certificate of incorporation and restated bylaws contain exclusive forum provisions for certain claims, which may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or team members.
Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, will be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation, or our restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine.
Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our restated certificate of incorporation and restated bylaws provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, such provision, the Federal Forum Provision. Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.
Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholders’ ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or team members, which may discourage lawsuits against us and our directors, officers, and team members. Alternatively, if a court were to find the choice of forum provisions contained in our restated certificate of incorporation or restated bylaws to be
58
inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and operating results.
General Risk Factors
We may be adversely affected by natural disasters, pandemics and other catastrophic events, and by man-made problems such as acts of war, terrorism, that could disrupt our business operations and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.
Natural disasters, pandemics, such as the COVID-19 pandemic, and epidemics, or other catastrophic events such as fire or power shortages, along with man-made problems such as acts of war and terrorism, including the recent and developing armed conflict in Ukraine, and other events beyond our control may cause damage or disruption to our operations, international commerce, and the global economy, and could have an adverse effect on our business, operating results, and financial condition. While we do not have a corporate headquarters, we have team members around the world, and any such catastrophic event could occur in areas where significant portions of our team members are located. For example, changes in how we and companies worldwide conduct business due to the COVID-19 pandemic, including but not limited to restrictions on travel and in-person meetings, could affect services delivery, delay implementations, and interrupt sales activity for our products. In response to the COVID-19 pandemic, we have shifted certain of our customer events, such as GitLab Contribute, GitLab Commit, GitLab Sales Kick-Off and many field marketing events, to virtual-only experiences and we may deem it advisable to similarly alter, postpone or cancel entirely additional customer, team member or industry events in the future. Moreover, these conditions can affect the rate of software development operations solutions spending and could adversely affect our customers’ ability or willingness to attend our events or to purchase our services, delay prospective customers’ purchasing decisions or project implementation timing, reduce the value or duration of their subscription contracts, affect attrition rates, or result in requests from customers for payment or pricing concessions, all of which could adversely affect our future sales and operating results. As a result, we may experience extended sales cycles; our ability to close transactions with new and existing customers and partners may be negatively impacted; our ability to recognize revenue from software transactions we do close may be negatively impacted due to implementation delays or other factors; our demand generation activities, and the efficiency and effect of those activities, may be negatively affected. Moreover, it has been and, until the COVID-19 pandemic is contained, will continue to be more difficult for us to forecast our operating results. The COVID-19 pandemic has, and may continue to, put pressure on global economic conditions and overall spending for our products and services, and may cause our customers to modify spending priorities or delay or abandon purchasing decisions, thereby lengthening sales cycles, and may make it difficult for us to forecast our sales and operating results and to make decisions about future investments. These and other potential effects on our business due to the COVID-19 pandemic may be significant and could materially harm our business, operating results and financial condition.
In the event of a natural disaster, including a major earthquake, blizzard, or hurricane, or a catastrophic event such as a fire, power loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in development of our solutions, lengthy interruptions in service, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. Additionally, all of the aforementioned risks may be further increased if we do not implement a disaster recovery plan or the disaster recovery plans put in place by us or our partners prove to be inadequate.
We could be subject to securities class action litigation.
In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, operating results, or financial condition. Additionally, the dramatic increase
59
in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We are a remote-only company. Accordingly, we do not maintain a headquarters. We lease small sales offices in China for our Variable Interest Entity, or VIE, JiHu.
ITEM 3. LEGAL PROCEEDINGS
We are, and from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results.
Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
ITEM 4. MINE SAFETY DISCLOSURES
None.
60
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Class A common stock is traded on The Nasdaq Global Select Market, or Nasdaq, under the symbol “GTLB” and began trading on October 14, 2021. Prior to that date, there was no public trading market for our Class A common stock. Our Class B common stock is not listed or traded on any exchange.
Holders of Record
As of April 1, 2022, there were 42 holders of record of our Class A common stock and 187 holders of record of our Class B common stock. The actual number of holders of our Class A common stock and Class B common stock is greater than the number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees. The number of holders of record presented here also does not include stockholders whose shares may be held in trust by other entities.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
Recent Sales of Unregistered Equity Securities
There have been no other sales of unregistered securities by the company in the quarter ended January 31, 2022.
Use of Proceeds
On October 18, 2021, we closed our initial public offering, or IPO, of 8,940,000 shares of our Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in net proceeds to us of $654.6 million, after deducting underwriting discounts of $33.8 million. All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-259602), which was declared effective by the SEC on October 13, 2021. As of such date, we also incurred offering costs of $4.7 million.
No payments were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities, or to our affiliates in connection with the issuance and sale of the securities registered. There has been no material change in the planned use of proceeds from our IPO from those disclosed in the Final Prospectus for our IPO dated as of October 13, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on October 14, 2021.
Issuer Purchases of Equity Securities
None.
61
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act.
The graph below compares the cumulative total stockholder return on our Class A common stock from October 14, 2021 (the date our Class A common stock commenced trading on Nasdaq) through January 31, 2022 with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index. All values assume a $100 initial investment and data for the S&P 500 Composite Index and the S&P Information Technology Index assume reinvestment of dividends. The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock.
gtlb-20220131_g1.jpg
ITEM 6. [RESERVED]

62
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. You should review the section titled “Special Note Regarding Forward-Looking Statements” above in this Annual Report for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” in this Annual Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
A discussion regarding our financial condition and results of operations for the year ended January 31, 2022 compared to the year ended January 31, 2021 is presented below. A discussion regarding our financial condition and results of operations for the year ended January 31, 2021 compared to the year ended January 31, 2020 can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our final prospectus dated October 13, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on October 14, 2021.
Overview
We believe in an innovative world powered by software. To realize this vision, we pioneered The DevOps Platform, a fundamentally new approach to DevOps consisting of a single codebase and interface with a unified data model. The DevOps Platform allows everyone to contribute to build better software rapidly, efficiently, and securely.
Today, every industry, business, and function within a company is dependent on software. To remain competitive and survive, nearly all companies must digitally transform and become experts at building and delivering software.
GitLab is The DevOps Platform, a single application that brings together development, operations, IT, security, and business teams to deliver desired business outcomes. Having all teams on a single application with a single interface represents a step function change in how organizations plan, build, secure, and deliver software.
The DevOps Platform accelerates our customers’ ability to create business value and innovate by reducing their software development cycle times from weeks to minutes. It removes the need for point tools and delivers enhanced operational efficiency by eliminating manual work, increasing productivity, and creating a culture of innovation and velocity. The DevOps Platform also embeds security earlier into the development process, improving our customers’ software security, quality, and overall compliance.
The DevOps Platform is available to any company, regardless of the size, scope, and complexity of their deployment. As a result, we have a large number of customers on paid trials or with single-digit users. For purposes of determining the number of our active customers, we look at our customers with more than $5,000 of Annual Recurring Revenue, or ARR, in a given period, who we refer to as our Base Customers. For purposes of determining our Base Customers, a single organization with separate subsidiaries, segments, or divisions that use The DevOps Platform is considered a single customer for determining each organization’s ARR. Our company exists today in large part thanks to the vast and growing community of open source contributors around the world. We actively work to grow open source community engagement by operating with intentional transparency. We make our strategy, direction, and product roadmap available to the wider community, where we encourage and solicit their feedback. By making information public, we make it easier to solicit contributions and collaboration from our users and customers. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics—Dollar-Based Net Retention Rate and ARR” below for additional information about how we define ARR.
63
We make our plans available through our self-managed and software-as-a-service, or SaaS offerings. For our self-managed offering, the customer installs The DevOps Platform in its own private or hybrid cloud environment. For our SaaS offering, the platform is managed by GitLab and hosted in the public cloud.
Initial Public Offering
On October 18, 2021, we closed our IPO of 8,940,000 shares of our Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in net proceeds to us of $654.6 million, after deducting underwriting discounts of $33.8 million.
Acquisition
On December 3, 2021, we completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Refer to “Note 5. Business Combination” to our consolidated financial statements for further discussion of the transaction.
Impact of COVID-19
The World Health Organization declared in March 2020 that the recent outbreak of the coronavirus disease, or COVID-19, constituted a pandemic. The COVID-19 pandemic has caused general business disruption worldwide beginning in January 2020. While we have experienced and may continue to experience a modest adverse impact on certain parts of its business, including a lengthening in the sales cycle for some prospective customers and delays in the delivery of professional services and trainings to customers, our results of operations, cash flows, and financial condition have not been adversely impacted to date. However, as certain customers or partners experience downturns or uncertainty in their own business operations or revenue resulting from the spread of COVID-19, they may continue to decrease or delay their spending, request pricing discounts, or seek renegotiations of their contracts, any of which may result in decreased revenue and cash receipts for us. In addition, we may experience customer losses, including due to bankruptcy or customers ceasing operations, which may result in an inability to collect accounts receivable from these customers. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, cash flows, and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted.
The global impact of COVID-19 continues to rapidly evolve, and we will continue to monitor the situation and the effects on our business and operations closely. We do not yet know the full extent of potential impacts on our business or operations or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. See Part I, Item IA, “Risk Factors” in this Annual Report on Form 10-K for additional information. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows, or financial condition.
Key Business Metrics
We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions.
Dollar-Based Net Retention Rate and ARR
We believe that our ability to retain and expand our revenue generated from our existing customers is an indicator of the long-term value of our customer relationships and our potential future business opportunities. Dollar-Based Net Retention Rate measures the percentage change in our ARR derived from our customer base at a point in time. Our calculation of ARR and by extension Dollar-Based Net Retention Rate, includes both self-managed and SaaS license revenue. We report Dollar-Based Net
64
Retention Rate on a threshold basis 130% each quarter, and provide a tighter threshold as of each fiscal year end.
We calculate ARR by taking the monthly recurring revenue, or MRR, and multiplying it by 12. MRR for each month is calculated by aggregating, for all customers during that month, monthly revenue from committed contractual amounts of subscriptions, including our self-managed and SaaS offerings but excluding professional services. We calculate Dollar-Based Net Retention Rate as of a period end by starting with our customers as of the 12 months prior to such period end, or the Prior Period ARR. We then calculate the ARR from these customers as of the current period end, or the Current Period ARR. The calculation of Current Period ARR includes any upsells, price adjustments, user growth within a customer, contraction, and attrition. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the Dollar-Based Net Retention Rate.
As of January 31,
202220212020
Dollar-Based Net Retention Rate> 152%>145%>175%
Customers with ARR of $100,000 or More
We believe that our ability to increase the number of $100,000 ARR customers is an indicator of our market penetration and strategic demand for The DevOps Platform. A single organization with separate subsidiaries, segments, or divisions that use The DevOps Platform is considered a single customer for determining each organization’s ARR. We do not count our reseller or distributor channel partners as customers. In cases where customers subscribe to The DevOps Platform through our channel partners, each end customer is counted separately.
As of January 31,
202220212020
$100,000 ARR customers492 283 173 
Components of Our Results of Operations
Revenue
Subscription - self-managed and SaaS
Our self-managed and SaaS subscriptions consist of support, maintenance, upgrades and updates on a when-and-if-available basis. Revenue for support and maintenance is recognized ratably over the contract period based on the stand-ready nature of these subscription elements.
Our SaaS subscriptions provide access to our latest managed version of our product hosted in a public cloud. Revenue from our SaaS offering is recognized ratably over the contract period when the performance obligation is satisfied. The typical term of a subscription contract for self-managed or SaaS offering is one to three years.
License - self-managed and other
The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with access to proprietary software features. License revenue is recognized up front when the software license is made available to our customer.
Other revenue consists of professional services revenue which is primarily derived from fixed fee offerings which are subject to customer acceptance. Given our limited history of providing professional services, uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract. Accordingly,
65
revenue is recognized upon satisfaction of all requirements per the applicable contract. Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered. Revenue from professional services accounted for 2%, 3% and 1% of our total revenue for the years ended January 31, 2022, 2021 and 2020, respectively.
Cost of Revenue
Subscription - self-managed and SaaS
Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third-party service providers, personnel-related costs, including stock-based compensation expenses, associated with our customer support personnel, including contractors, and allocated overhead. We expect our cost of revenue for self-managed and SaaS subscriptions to increase in absolute dollars as our self-managed and SaaS subscription revenue increases. As our SaaS offering makes up an increasing percentage of our total revenue, we expect to see increased associated cloud-related costs, such as hosting and managing costs, which may adversely impact our gross margins.
License - self-managed and other
Cost of self-managed license sales includes personnel-related expenses, including stock-based compensation expenses. Other costs of sales include professional services, personnel-related costs associated with our customer support personnel, including contractors, and allocated overhead.
Operating Expenses
Our operating expenses consist of sales and marketing, research and development and general and administrative expenses. Personnel-related expenses are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation, and sales commissions. Operating expenses also include IT overhead costs.
Sales and Marketing
Sales and marketing expenses consist primarily of personnel-related expenses associated with our sales and marketing personnel, advertising, travel and entertainment related expenses, including a portion of the costs for our gathering of staff and leaders at one site we call “Contribute” once a year, branding and marketing events, promotions, subscription services and our hosting expenses for our free tier. Sales and marketing expenses also include sales commissions paid to our sales force and referral fees paid to independent third parties that are incremental to obtain a subscription contract. Such costs are capitalized and amortized over an estimated period of benefit of three years, and any such expenses paid for the renewal of a subscription are capitalized and amortized over the contractual term of the renewal.
We expect sales and marketing expenses to increase in absolute dollars as we continue to make significant investments in our sales and marketing organization to drive additional revenue, further penetrate the market, and expand our global customer base, but to decrease as a percentage of our total revenue over time, although our sales and marketing expenses may fluctuate as a percentage of our total revenue from period-to-period depending on the timing of these expenses.
Research and Development
Research and development expenses consist primarily of personnel-related expenses associated with our research and development personnel, including internal hosting, contractors and allocated overhead associated with developing new features or enhancing existing features as well as a portion of the costs for our gathering of staff and leaders at one site we call “Contribute” once a year. Costs related to research and development are expensed as incurred.
66
We expect research and development expenses to increase in absolute dollars as we continue to increase investments in our existing products and services. However, we anticipate research and development expenses to decrease as a percentage of our total revenue over time, although our research and development expenses may fluctuate as a percentage of our total revenue from period-to-period depending on the timing of these expenses.
General and Administrative
General and administrative expenses consist primarily of personnel-related expenses for our executives, finance, legal, and human resources. General and administrative expenses also include external legal, accounting, director and officer insurance, a portion of the costs for our gathering of staff and leaders at one site we call “Contribute” once a year, other consulting, and professional services fees, software and subscription services, and other corporate expenses.
We expect to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations, and increased expenses for insurance, investor relations, and professional services. We expect that our general and administrative expenses will increase in absolute dollars as our business grows but will decrease as a percentage of our total revenue over time, although our general and administrative expenses may fluctuate as a percentage of our total revenue from period-to-period depending on the timing of these expenses.
Interest Income, and Other Income (Expense), Net
Interest income consists primarily of interest earned on our cash equivalents and short-term investments.
Other income (expense), net consists primarily of foreign currency transaction gains and losses.
Provision for (Benefit from) Income Taxes
Provision for (benefit from) income taxes consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. We maintain a full valuation allowance in some jurisdictions against our deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.
67
Results of Operations
The following table sets forth our results of operations for the periods presented (in thousands):
Fiscal Year Ended January 31,
202220212020
Revenue:
Subscription—self-managed and SaaS$226,163 $132,763 $70,367 
License—self-managed and other26,490 19,413 10,860 
Total revenue252,653 152,176 81,227 
Cost of revenue:(1)
Subscription—self-managed and SaaS23,668 14,453 6,467 
License—self-managed and other6,317 4,010 2,909 
Total cost of revenue29,985 18,463 9,376 
Gross profit222,668 133,713 71,851 
Operating expenses:
Sales and marketing(1)
190,754 154,086 99,225 
Research and development(1)
97,217 106,643 59,364 
General and administrative(1)
63,654 86,868 41,629 
Total operating expenses351,625 347,597 200,218 
Loss from operations(128,957)(213,884)(128,367)
Interest income736 1,070 3,626 
Other income (expense), net(30,850)23,452 (4,800)
Loss before income taxes(159,071)(189,362)(129,541)
Provision for (benefit from) income taxes(1,511)2,832 1,200 
Net loss$(157,560)$(192,194)$(130,741)
Net loss attributable to noncontrolling interest(2)
(2,422)— — 
Net loss attributable to GitLab$(155,138)$(192,194)$(130,741)

(1)Includes stock-based compensation expense as follows:
Fiscal Year Ended January 31,
202220212020
(in thousands)
Cost of revenue$1,300 $1,185 $365 
Research and development8,305 31,519 11,315 
Sales and marketing10,550 21,504 4,699 
General and administrative9,854 57,638 24,493 
Total stock-based compensation expense$30,009 $111,846 $40,872 
68
(2)Our consolidated financial statements include our variable interest entity, JiHu and majority owned subsidiary, Meltano Inc. The ownership interest of other investors is recorded as a noncontrolling interest. See “Note 10. Joint Venture and Majority Owned Subsidiary” to our consolidated financial statements for additional details.
The following table sets forth the components of our consolidated statements of operations as a percentage of total revenue for each of the periods presented:
Fiscal Year Ended January 31,
202220212020
(as a percentage of total revenue)
Revenue 100 %100 %100 %
Cost of revenue 12 12 12 
Gross profit 88 88 88 
Operating expenses:
Sales and marketing 76 101 122 
Research and development 38 70 73 
General and administrative 25 57 51 
Total operating expenses 139 228 246 
Loss from operations (51)(141)(158)
Interest income — 1 4 
Other income (expense), net (12)15 (6)
Loss before income taxes(63)(124)(159)
Provision for (benefit from) income taxes(1)(2)(1)
Net loss (62)%(126)%(161)%
Net loss attributable to noncontrolling interest(1)%— %— %
Net loss attributable to GitLab(61)%(126)%(161)%
Comparison of the Fiscal Year Ended January 31, 2022 and 2021
Revenue
Fiscal Year Ended January 31,Change
20222021$%
(in thousands, except percentages)
Subscription—self-managed and SaaS$226,163 $132,763 $93,400 70 %
License—self-managed and other26,490 19,413 7,077 36 
Total revenue$252,653 $152,176 $100,477 66 %
Revenue increased $100.5 million, or 66%, to $252.7 million for fiscal 2022 from $152.2 million for fiscal 2021, primarily due to the ongoing demand for The DevOps Platform: adding new customers, the expansion within our existing paid customers, as well as an increase in our number of $100,000 ARR customers. As of January 31, 2022 and 2021, our expansion is reflected by our Dollar-Based Net Retention Rate being above 152% and above 145%, respectively. We had 492 $100,000 ARR customers as of January 31, 2022, increasing from 283 as of January 31, 2021.
Revenue for fiscal 2022 includes $1.2 million attributable to our variable interest entity, JiHu. See “Note 10. Joint Venture and Majority Owned Subsidiary” to our consolidated financial statements for additional details.
69
Cost of Revenue, Gross Profit, and Gross Margin
Fiscal Year Ended January 31,Change
20222021$%
(in thousands, except percentages)
Cost of revenue$29,985$18,463$11,522 62 %
Gross profit222,668133,71388,955 67 
Gross margin88 %88 %
Cost of revenue increased by $11.5 million, to $30.0 million for fiscal 2022 from $18.5 million for fiscal 2021, primarily due to a $5.0 million increase in personnel-related expenses, which includes stock-based compensation expense, driven by a 26% increase in our average customer support and professional services headcount. The remaining change was primarily attributable to an increase in third-party hosting costs of $3.1 million and an increase in total Infrastructure and Customer Support expense allocated to paid users of $1.9 million. Gross margin was consistent at 88% for fiscal 2022 and 2021.
Cost of revenue for fiscal 2022 includes $0.9 million attributable to our variable interest entity, JiHu. See “Note 10. Joint Venture and Majority Owned Subsidiary” to our consolidated financial statements for additional details.
Sales and Marketing
Fiscal Year Ended January 31,Change
20222021$%
(in thousands, except percentages)
Sales and marketing expenses$190,754$154,086$36,66824 %
Sales and marketing expenses increased by $36.7 million, to $190.8 million for fiscal 2022 from $154.1 million for fiscal 2021, primarily due to an increase of $20.6 million in personnel-related expenses, driven by an increase of 21% in our average sales and marketing headcount, an increase of $5.6 million in marketing expenses, an increase of $3.3 million in hosting expenses, and an increase of $2.9 million in software and consulting expenses as a result of our investment activities to increase the effectiveness of our sales motions, increase our sales capacity and acquire more customers. The increase in personnel-related expenses was partially offset by a decrease in stock-based compensation of $11.0 million, primarily due to a fiscal 2021 tender offer as further discussed in “Note 13. Related Party Transactions.”
Sales and marketing expenses for fiscal 2022 includes $3.2 million attributable to our variable interest entity, JiHu. See “Note 10. Joint Venture and Majority Owned Subsidiary” to our consolidated financial statements for additional details.
Research and Development
Fiscal Year Ended January 31,Change
20222021$%
(in thousands, except percentages)
Research and development expenses$97,217$106,643$(9,426)(9)%
Research and development expenses decreased by $9.4 million, to $97.2 million for fiscal 2022 from $106.6 million for fiscal 2021, primarily due to a decrease of $8.4 million in personnel-related expenses. This decrease in personnel-related expenses was mainly driven by a decrease in stock-based compensation expense of $23.2 million as a result of a tender offer further discussed in “Note 13. Related
70
Party Transactions,” offset by a $14.8 million increase in other personnel-related expenses primarily attributable to a 11% average increase in research and development headcount.
Research and development expenses for fiscal 2022 includes $2.3 million attributable to our variable interest entity, JiHu. See “Note 10. Joint Venture and Majority Owned Subsidiary” to our consolidated financial statements for additional details.
General and Administrative
Fiscal Year Ended January 31,Change
20222021$%
(in thousands, except percentages)
General and administrative expenses$63,654$86,868$(23,214)(27)%
General and administrative expenses decreased by $23.2 million, to $63.7 million for fiscal 2022 from $86.9 million for fiscal 2021, primarily due to a decrease in stock-based compensation expense of $47.8 million, mainly as a result of a tender offer further discussed in “Note 13. Related Party Transactions”. This decrease was partially offset by an increase of $12.2 million in other personnel-related expenses driven by 35% growth in our average finance, accounting, legal, and people success headcount, an increase of $3.2 million in legal expense, an increase of $4.9 million in audit, tax, and insurance, and an increase of $3.9 million in software subscriptions and consulting expenses to support our growth and due to becoming a publicly traded company.
General and administrative expenses for fiscal 2022 includes $3.6 million attributable to our variable interest entity, JiHu. See “Note 10. Joint Venture and Majority Owned Subsidiary” to our consolidated financial statements for additional details.
Interest Income, and Other Income (Expense), Net
Fiscal Year Ended January 31,Change
20222021$%
(in thousands, except percentages)
Interest income$736$1,070$(334)(31)%
Foreign exchange gains (losses), net
$(29,140)$23,423$(52,563)(224)%
Other income (expense), net(1,710)29(1,739)(5997)
Total other income (expense), net$(30,850)$23,452$(54,302)(232)
For fiscal 2022 and 2021, interest income decreased primarily due to a decrease in the overall market interest rates.
The change in other income (expense), net is primarily due to net foreign currency exchange losses caused by the intercompany loans of short-term nature advanced to select subsidiaries whose functional currency is not the U.S. dollar, primarily our Euro functional subsidiaries.
71
Provision for (Benefit from) Income Taxes
Fiscal Year Ended January 31,Change
20222021$%
(in thousands, except percentages)
Provision for (benefit from) income taxes$(1,511)$2,832$(4,343)(153)%
Effective tax rate0.9 %(1.5)%
Our effective tax rate increased by approximately 2.4% during the year ended January 31, 2022 as compared to the year ended January 31, 2021. The higher effective tax rate was primarily due to the tax benefits recognized during the year ended January 31, 2022 as a result of the stock-based compensation tax deduction offset by the change in the valuation allowance.
Our effective tax rate for the year ended January 31, 2022 was lower than the U.S. federal statutory tax rate of 21% primarily due to the change in valuation allowance associated with the net operating losses generated during the year.
Pursuant to the provisions of Accounting Standard Codification (ASC) 740, Income Taxes, the determination of our ability to recognize its deferred tax asset requires an assessment of both negative and positive evidence when determining our ability to recognize deferred tax assets. We determined that it was not more likely than not that we could recognize its deferred tax assets. Evidence evaluated by us included operating results during the most recent three-year period and future projections, with more weight given to historical results than expectations of future profitability, which are inherently uncertain. Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets.
As of January 31, 2022, we recorded $0.4 million of deferred tax liabilities, net. We do not have any deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital.
We have not recorded a provision for deferred U.S. tax expense that could result from the remittance of foreign undistributed earnings since we intend to reinvest the earnings of the foreign subsidiaries indefinitely. Our share of the undistributed earnings of foreign corporations not included in our consolidated federal income tax returns that could be subject to additional U.S. income tax if remitted is immaterial. As of January 31, 2022, the amount of unrecognized U.S federal deferred income tax liability for undistributed earnings is immaterial.
As of January 31, 2022, our U.S. federal 2017 through 2020 tax years were open and subject to potential examination in one or more jurisdictions. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. We are currently under examination in the Netherlands for tax years 2015 and 2016. We are currently unable to estimate the financial outcome of this examination due to its preliminary status. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. We continue to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.
As of January 31, 2022, unrecognized tax benefits approximated $5.6 million, of which $0.8 million would affect the effective tax rate if recognized. We do not anticipate any of the unrecognized tax benefits to reverse in the next 12 months.
72
It is our policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. For the years ended January 31, 2022, 2021, and 2020, we recognized interest and penalties of $0.1 million, zero, and zero, respectively.
Liquidity and Capital Resources
Since inception, we have financed operations primarily through proceeds received from issuances of equity securities and payments received from our customers. On October 18, 2021, we closed our IPO of 8,940,000 shares of our Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in net proceeds to us of $654.6 million, after deducting underwriting discounts of $33.8 million.
As of January 31, 2022 and 2021, our principal source of liquidity was cash, cash equivalents, and short-term investments of $934.7 million and $282.9 million, respectively, which were held for working capital purposes. Cash and cash equivalents consist of cash in banks and money market accounts, while short-term investments consist of certificates of deposit.
We believe that our existing cash, cash equivalents, and short-term investments will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support research and development efforts, the price at which we are able to procure third-party cloud infrastructure, expenses associated with our international expansion, the introduction of platform enhancements, and the continuing market adoption of The DevOps Platform. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operating results, and financial condition.
As of January 31, 2022, we had purchase commitments of approximately $73.0 million due in the next three years that are associated with agreements that are enforceable and legally binding.
The following table shows a summary of our cash flows for the periods presented:
Fiscal Year Ended January 31,
202220212020
(in thousands)
Net cash used in operating activities$(49,814)$(73,580)$(60,166)
Net cash used in investing activities$(53,895)$(842)$— 
Net cash provided by financing activities$701,185 $12,945 $271,265 
Operating Activities
Our largest source of operating cash is payments received from our customers. Our primary uses of cash from operating activities are for personnel-related expenses, sales and marketing expenses, third-party cloud infrastructure expenses, and overhead expenses. We have generated negative cash flows from operating activities and have supplemented working capital through net proceeds from the sale of equity securities.
Cash used in operating activities during fiscal 2022 was $49.8 million, primarily consisting of our net loss of $157.6 million, adjusted for non-cash items of $85.2 million (including amortization of deferred contract acquisition costs of $33.4 million, stock-based compensation of $30.0 million, unrealized foreign
73
exchange loss of $20.4 million) and net cash inflows of $22.6 million provided by changes in our operating assets and liabilities. The main drivers of the changes in operating assets and liabilities were the increase in deferred revenue of $79.1 million and the increase in accrued compensation and related expenses of $19.8 million, partially offset by the increase in deferred contract acquisition costs of $42.6 million and the increase in accounts receivable of $38.2 million.
Cash used in operating activities during fiscal 2021 was $73.6 million, primarily consisting of our net loss of $192.2 million, adjusted for non-cash items of $106.7 million and net cash inflows of $11.9 million provided by changes in our operating assets and liabilities. The main drivers of the changes in operating assets and liabilities were the increase in deferred revenue of $52.4 million, partially offset by the increase in costs deferred related to contract acquisition of $34.1 million and the increase in accounts receivable of $14.7 million.
Investing Activities
Cash used in investing activities during fiscal 2022 was $53.9 million, primarily consisting of purchases of short-term investments, net of maturities of $50.0 million and purchases of property and equipment of $3.5 million.
Cash used in investing activities during fiscal 2021 was $0.8 million, primarily consisting of a payment for asset acquisition of $0.9 million, offset by other investing activities.
Financing Activities
Cash provided by financing activities during fiscal 2022 was $701.2 million, primarily attributable to $654.6 million in proceeds from the IPO, net of underwriting discounts, $26.5 million of contributions received from noncontrolling interests and $25.4 million of proceeds from issuance of common stock upon stock options exercises.
Cash provided by financing activities during fiscal 2021 was $12.9 million, consisting primarily of $13.8 million of proceeds from issuance of common stock upon stock options exercises.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. We base these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, operating results, and cash flows will be affected.
Please see Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for a summary of significant accounting policies and the effect on our financial statements.
We believe that the accounting policies described below involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations:
•Revenue Recognition
•Deferred Contract Acquisition Costs
•Income Taxes
•Business Combination
•Stock-Based Compensation
74
•Common Stock Valuations
Revenue Recognition
We generate revenue primarily from offering self-managed (on-premise) and SaaS subscriptions. Revenue is also generated from professional services, including consulting and training.
In accordance with ASC 606, revenue is recognized when a customer obtains control of the promised products and services. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these products and services. To achieve the core principle of this standard, we apply the following five-step model as a framework:
1)Identify the contract with a customer. We consider the terms and conditions of our arrangements with customers to identify contracts under ASC 606. We consider that we have a contract with a customer when the contract is approved, we can identify each party's rights regarding the products and services to be transferred, we can identify the payment terms for the products and services, we have determined the customer has the ability and intent to pay, and the contract has commercial substance. We apply judgment in determining the customer’s ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. At contract inception, we also evaluate whether two or more contracts should be combined and accounted for as a single contract. Further, contract modifications generally qualify as a separate contract.
The typical term of a subscription contract for a self-managed or SaaS offering is one to three years. Our contracts are non-cancelable over the contract term and we act as principal in all our customer contracts. Customers have the right to terminate their contracts generally only if we breach the contract and we fail to remedy the breach in accordance with the contractual terms.
2)Identify the performance obligations in the contract. Performance obligations in our contracts are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract.
Our self-managed subscriptions include two performance obligations: (i) to provide access to proprietary features in our software, and (ii) to provide support and maintenance (including the combined obligation to provide software updates on an when and if available basis).
Our SaaS products provide access to hosted software as well as support, which is evaluated to be a single performance obligation.
Services-related performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software except in certain limited unique contracts.
Some of our customers have the option to purchase additional licenses or renew at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are either at the same price as the existing licenses or are within our range of standalone selling price and, as such, would not result in a separate performance obligation. Where material rights are identified in our contracts, they are treated as separate performance obligations.
3)Determine the transaction price. We determine transaction price based on the consideration to which we expect to be entitled in exchange for transferring products and services to the customer.
75
Variable consideration is included in the transaction price only to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur when the uncertainty associated with the variable consideration is resolved. Our contracts are non-refundable and non-cancellable. We do not offer refunds, rebates or credits to our customers in the normal course of business. The impact of variable considerations has not been material.
For contracts with a one year term, we applied a practical expedient available under ASC 606 and made no evaluation for the existence of a significant financing component. In these contracts, at contract inception, the period between when we expect to transfer a promised product or service to the customer and when the customer pays for that product or service will be one year or less. For contracts with terms of more than a year, we have applied judgment in determining that advance payments in such contracts are not collected with the primary intention of availing finance and therefore, do not represent a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). We do not offer the right of refund in our contracts.
4)Allocate the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price, or SSP for each performance obligation. We use judgment in determining the SSP for our products and services. We typically assess the SSP for our products and services on an annual basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. The expected cost-plus margin approach is currently used to determine SSP for each distinct performance obligation for self-managed subscriptions.
We have concluded that (i) the right to use the software and (ii) the right to receive technical support and software fixes and updates are two distinct performance obligations in our self-managed subscriptions. Since neither of these performance obligations are sold on a standalone basis, we estimate stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and update the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions, which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support.
5)Revenue is recognized when or as we satisfy a performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised products and services to a customer. We recognize revenue when we transfer control of the products and services to our customers for an amount that reflects the consideration that we expect to receive in exchange for those products and services. All revenue is generated from contracts with customers.
Subscription - self-managed and SaaS
Subscription -self-managed
Our self-managed and SaaS subscriptions consist of support, maintenance, upgrades and updates on a when-and-if-available basis. Revenue for support and maintenance is recognized ratably over the contract period based on the stand-ready nature of these subscription elements.
We offer three tiers of paid subscriptions as part of the self-managed model: Starter, Premium, and Ultimate. Subscriptions for self-managed licenses include both (i) a right to use the underlying software
76
(License revenue - Self managed) and (ii) a right to receive post-contract customer support during the subscription term (Subscription revenue - Self managed). Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when and if available basis) and support services. We have concluded that the right to use the software, which is recognized upon delivery of the license, and the right to receive technical support and software fixes and updates, which is recognized ratably over the term of the arrangement, are two distinct performance obligations. Since neither of these performance obligations are sold on a standalone basis, we estimate the stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and updates the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support. Based on this model, we allocated between 1 to 15% of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these consolidated financial statements.
Starter tier is now deprecated and available for a limited transitory period to our existing customers.
SaaS
We also offer three tiers of paid SaaS subscriptions: Starter (previously Bronze), Premium (previously Gold), and Ultimate (previously Platinum). These subscriptions provide access to our latest managed version of our product hosted in a public cloud. Revenue from our SaaS products (Subscription revenue - SaaS) is recognized ratably over the contract period when the performance obligation is satisfied.
The typical term of a subscription contract for self-managed or SaaS offering is one to three years.
Starter tier is now deprecated and available for a limited transitory period to our existing customers.
License - self-managed and other
The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with rights to use proprietary software features. We allocate between 1 to 15% of the transaction value to License revenue, which is recognized upfront when the software license is made available to our customer.
Other revenue consists of professional services revenue which is primarily derived from fixed fee offerings which are subject to customer acceptance. Given our limited history of providing professional services, uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract. Accordingly, revenue is recognized upon satisfaction of all requirements per the applicable contract. Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered.
Deferred Contract Acquisition Costs
Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalized. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. We determine whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract. The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable.
Commissions and bonuses paid upon the acquisition of an initial contract are amortized over an estimated period of benefit which has been determined generally to be three years based on historical
77
analysis of average customer life and useful life of our product offerings. Commissions paid for subsequent renewals are amortized over the renewal term. Amortization is recognized on a straight-line basis and included in sales and marketing expenses in the consolidated statements of operations. We periodically review these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. We did not recognize any impairment of deferred contract acquisition costs during the periods presented.
Income Taxes
We are subject to income taxes in the United States and several foreign jurisdictions. We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management applies significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that were more likely than not to be realized in the future. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. Our judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.
Compliance with income tax regulations requires us to take certain tax positions. In assessing the exposure associated with various filing positions, we determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, if any, are included within the provision for income taxes in the consolidated statement of operations.
Business Combination
On December 3, 2021, we completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.
We amortize our acquired intangible assets in business combinations and asset acquisitions on a straight-line basis with definite lives over a period of three years.
78
Stock-Based Compensation
In May 2021, we granted restricted stock units (“RSUs”) settleable for 3 million shares of our Class B common stock to Mr. Sijbrandij, our founder and CEO. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share. The fair value of the RSUs was determined utilizing a Monte Carlo valuation model. Any portion of these RSUs may only be earned upon a corporate transaction or after a liquidity event and only to the extent Mr. Sijbrandij continues to lead the company as our CEO. We will recognize total stock-based compensation expense over the derived service period of each tranche using the accelerated attribution method, regardless of whether the stock price hurdles are achieved. Refer to “Note 9. Equity” to our consolidated financial statements for further discussion.
In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan, or ESPP, to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing model, and determine volatility over an expected term based on the historical volatility of our peer group, until we establish a sufficient public trading history of our own stock price. The ESPP provides for up to a 27-month offering period, and includes four purchase periods of approximately six months. The ESPP allows eligible team members to purchase shares of our common stock at a 15% discount on the lower price of either (i) the offering period begin date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date.
Common Stock Valuations
Prior to our initial public offering in October 2021, the estimated fair value of the common stock underlying our equity awards has been approved by our board of directors, with input from management and contemporaneous third-party valuations. Given the absence of a public trading market for our common stock and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock at each grant date.
In addition, we also considered any secondary transactions involving our capital stock. In our evaluation of those transactions, we considered the facts and circumstances of each transaction to determine the extent to which they represented a fair value exchange. Factors considered include transaction volume, the number of participants, timing, whether the transactions occurred between willing and unrelated parties, and whether the transactions involved parties with access to our financial information.
Application of these approaches and methodologies involved the use of estimates, judgments, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable public companies, and the probability of and timing associated with possible future events.
Following our initial public offering in October 2021, a public trading market for our Class A common stock has been established and the fair value of our Class A common stock is determined based on the quoted market price of our Class A common stock.
Recently Issued Accounting Pronouncements
See “Note 2. Basis of Presentation and Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements.
79
JOBS Act Accounting Election
We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act, or JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
80
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We have operations both within the United States and internationally. We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates.
Interest Rate Risk
As of January 31, 2022 and 2021, we had $934.7 million and $282.9 million of cash, cash equivalents, and short-term investments, respectively. Our cash equivalents and short-term investments of $830.2 million and $245.3 million as of January 31, 2022 and 2021, respectively, mainly consist of money market accounts and certificates of deposit. Our cash, cash equivalents, and short-term investments are held for working capital purposes. We do not enter into investments for trading or speculative purposes. We do not believe a 10% increase or decrease in interest rates would have resulted in a material impact to our operating results.
Foreign Currency Exchange Risk
To date, all of our sales contracts have been denominated in U.S. dollars, therefore our revenue is not subject to foreign currency risk. Operating expenses within the United States are primarily denominated in U.S. dollars, while operating expenses incurred outside the United States are primarily denominated in each country’s respective local currency. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.
Our reporting currency is the U.S. dollar, and the functional currency of our foreign subsidiaries is each country’s respective local currency. Assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at the reporting date, and income and expenses are translated at average exchange rates during the period, with the resulting translation adjustments directly recorded as a component of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are recorded in other income (expense), net in the consolidated statements of operations. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. In the event our foreign currency denominated assets, liabilities, or expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. In the event our foreign currency denominated assets, liabilities, sales or expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business.
81
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

82
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
GitLab Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of GitLab Inc. and subsidiaries (the Company) as of January 31, 2022 and January 31, 2021, the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended January 31, 2022, and the related notes and financial statement schedule II - valuation and qualifying accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2022 and January 31, 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2019.
Pittsburgh, Pennsylvania
April 8, 2022
83
GitLab Inc.
Consolidated Balance Sheets
(in thousands, except per share data)

January 31, 2022(1)
January 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$884,672 $282,850 
Short-term investments50,031 — 
Accounts receivable, net of allowance for doubtful accounts of $1,098 and $1,022 as of January 31, 2022 and January 31, 2021, respectively
77,233 39,651 
Deferred contract acquisition costs, current24,363 18,700 
Prepaid expenses and other current assets15,544 7,292 
Total current assets1,051,843 348,493 
Property and equipment, net3,271 — 
Goodwill8,145 — 
Intangible assets, net6,285 797 
Deferred contract acquisition costs, non-current14,743 11,776 
Other long-term assets7,151 1,500 
TOTAL ASSETS$1,091,438 $362,566 
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable$4,984 $3,111 
Accrued expenses and other current liabilities24,571 7,348 
Accrued compensation and benefits32,820 13,179 
Deferred revenue, current179,224 103,543 
Total current liabilities241,599 127,181 
Deferred revenue, non-current32,568 30,625 
Other non-current liabilities18,002 11,078 
TOTAL LIABILITIES292,169 168,884 
Commitments and contingencies (Note 14)
CONVERTIBLE PREFERRED STOCK
Convertible preferred stock, $0.0000025 par value; no shares and 79,959 shares authorized as of January 31, 2022 and January 31, 2021, respectively; no shares and 79,551 shares issued and outstanding as of January 31, 2022 and January 31, 2021, respectively
— 424,904 
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.0000025 par value; 50,000 shares and no shares authorized as of January 31, 2022 and January 31, 2021, respectively; no shares issued and outstanding as of January 31, 2022 and January 31, 2021, respectively
— — 
Class A Common stock, $0.0000025 par value; 1,500,000 and 163,000 shares authorized as of January 31, 2022 and January 31, 2021, respectively; 27,141 and 1,151 shares issued and outstanding as of January 31, 2022 and January 31, 2021, respectively
— — 
Class B Common stock, $0.0000025 par value; 250,000 and 163,000 shares authorized as of January 31, 2022 and January 31, 2021, respectively; 119,747 and 52,468 shares issued and outstanding as of January 31, 2022 and January 31, 2021, respectively
— — 
Additional paid-in capital1,320,479 186,892 
Accumulated deficit(553,337)(398,199)
Accumulated other comprehensive income (loss)7,724 (19,915)
Total GitLab stockholders' equity (deficit)774,866 (231,222)
Noncontrolling interests24,403 — 
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)799,269 (231,222)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)$1,091,438 $362,566 
___________
(1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
The accompanying notes are an integral part of these consolidated financial statements.
84
GitLab Inc.
Consolidated Statements of Operations
(in thousands, except per share data)

Fiscal Year Ended January 31,
202220212020
Revenue:
Subscription—self-managed and SaaS$226,163 $132,763 $70,367 
License—self-managed and other26,490 19,413 10,860 
Total revenue252,653 152,176 81,227 
Cost of revenue:
Subscription—self-managed and SaaS23,668 14,453 6,467 
License—self-managed and other6,317 4,010 2,909 
Total cost of revenue29,985 18,463 9,376 
Gross profit222,668 133,713 71,851 
Operating expenses:
Sales and marketing190,754 154,086 99,225 
Research and development97,217 106,643 59,364 
General and administrative63,654 86,868 41,629 
Total operating expenses351,625 347,597 200,218 
Loss from operations(128,957)(213,884)(128,367)
Interest income736 1,070 3,626 
Other income (expense), net(30,850)23,452 (4,800)
Loss before income taxes(159,071)(189,362)(129,541)
Provision for (benefit from) income taxes(1,511)2,832 1,200 
Net loss$(157,560)$(192,194)$(130,741)
Net loss attributable to noncontrolling interest(2,422)— — 
Net loss attributable to GitLab$(155,138)$(192,194)$(130,741)
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted$(1.95)$(3.82)$(2.76)
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted79,755 50,343 47,308 
The accompanying notes are an integral part of these consolidated financial statements.
85
GitLab Inc.
Consolidated Statements of Comprehensive Loss
(in thousands)

Fiscal Year Ended January 31,
202220212020
Net loss$(157,560)$(192,194)$(130,741)
Foreign currency translation adjustments27,639 (24,005)4,165 
Comprehensive loss including noncontrolling interest$(129,921)$(216,199)$(126,576)
Net loss attributable to noncontrolling interest(2,422)— — 
Foreign currency translation adjustments attributable to noncontrolling interest375 — — 
Comprehensive loss attributable to noncontrolling interest(2,047)— — 
Comprehensive loss attributable to GitLab$(127,874)$(216,199)$(126,576)
The accompanying notes are an integral part of these consolidated financial statements.
86
GitLab Inc.
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands)
Convertible Preferred StockCommon StockClass A Common StockClass B Common StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive (Loss) IncomeNoncontrolling InterestsTotal Stockholders’ (Deficit) Equity
SharesAmountSharesAmountSharesAmountSharesAmount
Balance at January 31, 2019
65,546 $156,969 48,483 $— — $— — $— $24,882 $(75,264)$(75)$— $(50,457)
Series E financing, less issuance costs of $326
14,413 268,177 — — — — — — — — — — — 
Conversion to dual class common stock structure— — (48,483)— — — 48,483 — — — — — — 
Conversion of Class B common stock to Class A common stock— — — — 1,151 — (1,151)— — — — — — 
Issuance of common stock related to vested exercised stock options— — — — — — 1,475 — 743 — — — 743 
Issuance of common stock related to early exercised stock options, net of repurchases— — — — — — 531 — — — — — — 
Vesting of early exercised stock options— — — — — — — — 671 — — — 671 
Stock-based compensation expense— — — — — — — — 40,872 — — — 40,872 
Foreign currency translation adjustments— — — — — — — — — 4,165 — 4,165 
Net loss— — — — — — — — — (130,741)— — (130,741)
Balance at January 31, 2020
79,959 $425,146 — $— 1,151 $— 49,338 $— $67,168 $(206,005)$4,090 $— $(134,747)
Repurchase of common stock— — — — — — (20)— (820)— — — (820)
Issuance of common stock upon conversion of preferred stock(408)(242)— — — — 408 — 242 — — — 242 
Issuance of common stock related to vested exercised stock options— — — — — — 1,876 — 5,618 — — — 5,618 
Issuance of common stock related to early exercised stock options, net of repurchases— — — — — — 866 — — — — — — 
Vesting of early exercised stock options— — — — — — — 2,838 — — 2,838 
Stock-based compensation expense— — — — — — — 111,846 — — — 111,846 
Foreign currency translation adjustments— — — — — — — — — — (24,005)— (24,005)
Net loss— — — — — — — — — (192,194)— — (192,194)
Balance at January 31, 2021
79,551 $424,904 — $— 1,151 $— 52,468 $— $186,892 $(398,199)$(19,915)$— $(231,222)
Conversion of convertible preferred stock to Class B common stock upon initial public offering(79,551)(424,904)— — — — 79,551 — 424,904 — — — 424,904 
Conversion of Class B common stock to Class A common stock by the selling stockholder (CEO) upon initial public offering— — — — 2,500 — (2,500)— — — — — — 
Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs— — — — 8,940 — — — 649,845 — — — 649,845 
Conversion of Class B common stock to Class A common stock— — — — 14,550 — (14,550)— — — — — — 
Issuance of common stock in connection with business combination, net— — — — — — 26 — 959 — — — 959 
Contingent stock consideration in connection with business combination— — — — — — — — 1,754 1,754 
Repurchase of common stock— — — — — — (13)— (590)— — — (590)
Issuance of common stock related to vested exercised stock options— — — — — — 4,118 — 19,408 — — — 19,408 
Issuance of common stock related to early exercised stock options, net of repurchases— — — — — — 574 — — — — — — 
Vesting of early exercised stock options— — — — — — — — 7,212 — — — 7,212 
Warrant exercised— — — — — — 73 — 86 — — — 86 
Stock-based compensation expense— — — — — — — — 30,009 — — — 30,009 
Foreign currency translation adjustments— — — — — — — — — — 27,639 375 28,014 
Capital contributions from noncontrolling interest holders— — — — — — — — — — — 26,450 26,450 
Net loss— — — — — — — — — (155,138)— (2,422)(157,560)
Balances at January 31, 2022
— $— — $— 27,141 $— 119,747 $— $1,320,479 $(553,337)$7,724 $24,403 $799,269 
The accompanying notes are an integral part of these consolidated financial statements.
87
GitLab Inc.
Consolidated Statements of Cash Flows
(in thousands)

Fiscal Year Ended January 31,
202220212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss, including amounts attributable to noncontrolling interest$(157,560)$(192,194)$(130,741)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense30,009 111,846 40,872 
Amortization of intangible assets665 222 — 
Depreciation expense543 — — 
Amortization of deferred contract acquisition costs33,368 18,469 7,960 
Unrealized foreign exchange (gain) loss20,389 (24,322)4,257 
Other non-cash expense197 458 122 
Changes in assets and liabilities:
Accounts receivable(38,223)(14,745)(13,457)
Prepaid expenses and other current assets(8,219)677 (5,743)
Costs deferred related to contract acquisition(42,575)(34,137)(15,223)
Other long-term assets(3,374)252 (1,128)
Accounts payable1,877 1,474 914 
Accrued expenses and other current liabilities13,953 733 3,395 
Accrued compensation and benefits19,755 4,646 5,791 
Deferred revenue79,074 52,382 41,950 
Other long-term liabilities307 659 865 
Net cash used in operating activities(49,814)(73,580)(60,166)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments(100,031)— — 
Proceeds from maturities of short-term investments50,000 — — 
Purchases of property and equipment(3,541)— — 
Payments for business combination, net of cash acquired and consideration withheld in an escrow(323)— — 
Payments for asset acquisitions— (933)— 
Other investing activities— 91 — 
Net cash used in investing activities(53,895)(842)— 
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial public offering, net of underwriting discounts654,552 — — 
Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases25,354 13,765 3,088 
Proceeds from warrants exercised86 — — 
Net proceeds from Series E preferred stock financing— — 268,177 
Repurchase of common stock in a tender offer(590)(820)— 
Contributions received from noncontrolling interests26,450 — — 
Payments of deferred offering costs(4,667)— — 
Net cash provided by financing activities701,185 12,945 271,265 
Impact of foreign exchange on cash, cash equivalents and restricted cash6,846 1,000 (226)
Net increase (decrease) in cash, cash equivalents and restricted cash604,322 (60,477)210,873 
Cash, cash equivalents and restricted cash at beginning of period282,850 343,327 132,454 
Cash, cash equivalents and restricted cash at end of period$887,172 $282,850 $343,327 
88
Supplemental disclosure of cash flow information:
Cash paid for income taxes$1,310 $1,901 $1,986 
Cash donations$1,000 $— $— 
Supplemental disclosure of non-cash investing and financing activities:
Vesting of early exercised stock options$7,212 $2,838 $671 
Issuance of common stock upon conversion of preferred stock$424,904 $242 $— 
Unpaid property and equipment in accrued expenses$273 $— $— 
Unpaid deferred offering costs$40 $— $— 
Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:
Cash and cash equivalents$884,672 $282,850 $343,327 
Restricted cash, included in other long-term assets2,500 — — 
Total cash, cash equivalents and restricted cash$887,172 $282,850 $343,327 
The accompanying notes are an integral part of these consolidated financial statements.
89
GitLab Inc.
Notes to Consolidated Financial Statements
1. Organization and Description of Business
GitLab Inc. (the “Company”) began as an open source project in 2011 and was incorporated in Delaware on September 12, 2014. While the Company is headquartered in San Francisco, California, it operates on an all-remote model. The Company is a technology company and its primary offering is “GitLab,” a complete DevOps platform delivered as a single application. GitLab is used by a wide range of organizations. The Company also provides related training and professional services. GitLab is offered on both self-managed and software-as-a-service ("SaaS") models. The principal markets for GitLab are currently located in the United States, Europe, and Asia Pacific. The Company is focused on accelerating innovation and broadening the distribution of its platform to companies across the world to help them become better software-led businesses.
Stock Split
In January 2019, the Company’s board of directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation effecting a four-to-one stock split of the Company’s issued and outstanding shares of common and convertible preferred stock. The split was effected on February 28, 2019. The par values of the common and convertible preferred stock were also adjusted as a result of the stock split. All issued and outstanding share and per share amounts included in the accompanying consolidated financial statements and notes thereto have been adjusted to reflect this stock split for all periods presented.
Initial Public Offering (“IPO”)
On October 18, 2021, the Company closed its IPO of 8,940,000 shares of Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A common stock, resulting in net proceeds to the Company of $654.6 million, after deducting underwriting discounts of $33.8 million, and before the deferred offering costs discussed below. In addition, an entity affiliated with the Company’s founder and the CEO sold 2,500,000 shares of Class A common stock (upon conversion of shares of Class B common stock) at the IPO. The Company did not receive any proceeds from the sale of shares of its Class A common stock by the selling stockholder.
Prior to the IPO, deferred offering costs, which consist primarily of legal, accounting, consulting, and other fees related to the Company’s IPO, were capitalized in prepaid expense and other current assets on the consolidated balance sheets. During the year ended January 31, 2022, the Company incurred $4.7 million of deferred offering costs. Upon consummation of the IPO, the deferred offering costs of $4.7 million previously capitalized were reclassified into stockholders’ equity as a reduction of the IPO proceeds on the consolidated balance sheets.
Upon the closing of the IPO, 79.6 million shares of the Company’s outstanding convertible preferred stock were automatically converted into an equal number of shares of Class B common stock.
Acquisition
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Refer to “Note 5. Business Combination” for further discussion of the transaction.
Impact of COVID-19
The World Health Organization declared in March 2020 that the recent outbreak of the coronavirus disease, or COVID-19, constituted a pandemic. The COVID-19 pandemic has caused general business
90
disruption worldwide beginning in January 2020. While the Company has experienced and may continue to experience a modest adverse impact on certain parts of its business, including a lengthening in the sales cycle for some prospective customers and delays in the delivery of professional services and trainings to customers, the Company’s results of operations, cash flows, and financial condition have not been adversely impacted to date. However, as certain customers or partners experience downturns or uncertainty in their own business operations or revenue resulting from the spread of COVID-19, they may continue to decrease or delay their spending, request pricing discounts, or seek renegotiations of their contracts, any of which may result in decreased revenue and cash receipts for the Company. In addition, the Company may experience customer losses, including due to bankruptcy or customers ceasing operations, which may result in an inability to collect accounts receivable from these customers. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations, cash flows, and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted.
The global impact of COVID-19 continues to rapidly evolve, and the Company will continue to monitor the situation and the effects on its business and operations closely. The Company does not yet know the full extent of potential impacts on its business or operations or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. See Part I, Item IA, “Risk Factors” in this Annual Report on Form 10-K for additional information. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows, or financial condition.
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Fiscal Year
The Company's fiscal year ends on January 31. For example, references to fiscal 2022 and 2021 refer to the fiscal year ended January 31, 2022 and 2021, respectively.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, fair valuation of stock-based compensation, fair value of contingent consideration, valuation allowance for deferred income taxes, valuation of intangibles assets, and impairment of goodwill. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions, including the impact of the COVID-19 pandemic, that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries as well as a variable interest entity for which our Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation.
91
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Our consolidated financial statements include the operating results of the acquired entity beginning from the date of acquisition.
Foreign Currency
The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each foreign subsidiary and the variable interest entity in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary and the variable interest entity operate. Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency.
For subsidiaries where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at current exchange rates and foreign currency denominated non-monetary assets and liabilities are re-measured into U.S. dollars at historical exchange rates.
Gains or losses from foreign currency remeasurement and settlements are included in foreign exchange gains (losses), net in other income (expense), net on the consolidated statements of operations. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign exchange gains (losses), net of $(29.1) million, $23.4 million and $(4.9) million, respectively.
For subsidiaries and the variable interest entity where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate stockholders’ equity (deficit) into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit) in the consolidated balance sheets. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign translation adjustments of $27.6 million, $(24.0) million, and $4.2 million, respectively.
Foreign currency translation adjustments and the offsetting foreign exchange gain or losses for the periods presented are primarily caused by the intercompany loans of short-term nature for entities where functional currency is not the U.S. dollar.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents as of January 31, 2022 and 2021, consisted of cash held in checking and savings accounts and investments in money market accounts. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash consists of $2.5 million acquisition related security deposit withheld in an escrow for post-closing indemnification claims recorded in other long-term assets on consolidated balance sheet as of January 31, 2022, refer to “Note 5. Business Combination.”
Short-Term Investments
The Company classifies certificates of deposits with banks with an original maturity of three months or greater at the date of purchase as short-term investments and such investments are carried at amortized cost, which approximates their fair value.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable, which represent trade receivables from the Company’s customers, are recorded at the invoiced amount and do not bear interest. The Company extends credit of typically 30 to 60 days to its customers in the normal course of business and does not require collateral from its customers. The Company establishes an allowance for doubtful accounts based on its estimate of the collectability of the accounts. The estimate is based on the age of the individual outstanding invoices and the collection history of each customer. As of January 31, 2022 and 2021, the allowance for doubtful accounts was $1.1
92
million and $1.0 million, respectively. Accounts receivable deemed uncollectible are written off against the allowance when identified.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash, cash equivalents, restricted cash, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances. To minimize credit losses on accounts receivable, the Company extends credit to customers based on an evaluation of their ability to pay amounts due under contractual arrangement.
The Company uses various distribution channels. There was one distribution channel whose balance represented 14% of the accounts receivable balance as of January 31, 2022. There were no distribution channels or individual customers whose balance represented more than 10% of the accounts receivable balance as of January 31, 2021.
There were no customers whose revenue represented more than 10% of total revenue during the years ended January 31, 2022, 2021 and 2020.
Fair Value of Financial Instruments
We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. The Company also recorded at fair value acquisition related contingent considerations further discussed in “Note 5. Business Combination.”
The Company measures assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.
Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.
Revenue Recognition
The Company generates revenue primarily from offering self-managed (on-premise) and SaaS subscriptions. Revenue is also generated from professional services, including consulting and training.
93
In accordance with ASC 606, revenue is recognized when a customer obtains control of the promised products and services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products and services. To achieve the core principle of this standard, the Company applies the following five-step model as a framework:
1)Identify the contract with a customer. We consider the terms and conditions of our arrangements with customers to identify contracts under ASC 606. We consider that we have a contract with a customer when the contract is approved, we can identify each party's rights regarding the products and services to be transferred, we can identify the payment terms for the products and services, we have determined the customer has the ability and intent to pay, and the contract has commercial substance. We apply judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. At contract inception, we also evaluate whether two or more contracts should be combined and accounted for as a single contract. Further, contract modifications generally qualify as a separate contract.
The typical term of a subscription contract for self-managed or SaaS offering is one to three years. Our contracts are non-cancelable over the contract term and we act as principal in all our customer contracts. Customers have the right to terminate their contracts generally only if we breach the contract and we fail to remedy the breach in accordance with the contractual terms.
2)Identify the performance obligations in the contract. Performance obligations in our contracts are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract.
Our self-managed subscriptions include two performance obligations: (i) to provide access to proprietary features in our software, and (ii) to provide support and maintenance (including the combined obligation to provide software updates on when and if available basis).
Our SaaS products provide access to hosted software as well as support, which is evaluated to be a single performance obligation.
Services-related performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software except in certain limited unique contracts.
Some of our customers have the option to purchase additional licenses or renew at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are either at the same price as the existing licenses or are within our range of standalone selling price and, as such, would not result in a separate performance obligation. Where material rights are identified in our contracts, they are treated as separate performance obligations.
3)Determine the transaction price. We determine transaction price based on the consideration to which we expect to be entitled in exchange for transferring products and services to the customer.
Variable consideration is included in the transaction price only to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur when the uncertainty associated with the variable consideration is resolved. Our contracts are non-refundable and non-cancellable. We do not offer refunds, rebates or credits to our customers in the normal course of business. The impact of variable considerations has not been material.
94
For contracts with a one year term, we applied a practical expedient available under ASC 606 and made no evaluation for the existence of a significant financing component. In these contracts, at contract inception, the period between when we expect to transfer a promised product or service to the customer and when the customer pays for that product or service will be one year or less. For contracts with terms of more than a year, we have applied judgment in determining that advance payments in such contracts are not collected with the primary intention of availing finance and therefore, do not represent a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). We do not offer the right of refund in our contracts.
4)Allocate the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. We use judgment in determining the SSP for our products and services. We typically assess the SSP for our products and services on an annual basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. The expected cost-plus margin approach is currently used to determine SSP for each distinct performance obligation for self-managed subscriptions.
We have concluded that (i) the right to use the software and (ii) the right to receive technical support and software fixes and updates are two distinct performance obligations in our self-managed subscriptions. Since neither of these performance obligations are sold on a standalone basis, we estimate stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and update the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions, which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support.
5)Revenue is recognized when or as we satisfy a performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised products and services to a customer. We recognize revenue when we transfer control of the products and services to our customers for an amount that reflects the consideration that we expect to receive in exchange for those products and services. All revenue is generated from contracts with customers.
Subscription - self-managed and SaaS
Subscription - self-managed
The Company's self-managed and SaaS subscriptions consist of support, maintenance, upgrades and updates on a when-and-if-available basis. Revenue for support and maintenance is recognized ratably over the contract period based on the stand-ready nature of these subscription elements.
The Company offers three tiers of paid subscriptions as part of the self-managed model: Starter, Premium, and Ultimate. Subscriptions for self-managed licenses include both (i) a right to use the underlying software (License revenue - Self managed) and (ii) a right to receive post-contract customer support during the subscription term (Subscription revenue - Self managed). Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when and if available basis) and support services. The Company has concluded that the right to use the software, which is recognized upon delivery of the license, and the right to receive technical support and software
95
fixes and updates, which is recognized ratably over the term of the arrangement, are two distinct performance obligations. Since neither of these performance obligations are sold on a standalone basis, the Company estimates the stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and updates the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support. Based on this model, the Company allocated between 1-15% of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these consolidated financial statements.
Starter tier is now deprecated and available for a limited transitory period to our existing customers.
SaaS
We also offer three tiers of paid SaaS subscriptions: Starter (previously Bronze), Premium (previously Gold), and Ultimate (previously Platinum). These subscriptions provide access to our latest managed version of our product hosted in a public cloud. Revenue from our SaaS products (Subscription revenue - SaaS) is recognized ratably over the contract period when the performance obligation is satisfied.
The typical term of a subscription contract for self-managed or SaaS offering is one to three years.
Starter tier is now deprecated and available for a limited transitory period to our existing customers.
License - self-managed and other
The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with rights to use proprietary software features. The Company allocates between 1-15% of the transaction value to License revenue, which is recognized upfront when the software license is made available to our customer.
Other revenue consists of professional services revenue which is primarily derived from fixed fee offerings which are subject to customer acceptance. Given the Company’s limited history of providing professional services, uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract. Accordingly, revenue is recognized upon satisfaction of all requirements per the applicable contract. Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered.
The Company presents financial information about disaggregation of revenue in “Note 3. Revenues” of the consolidated financial statements.
Deferred Revenue
Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The portion of deferred revenue that the Company will recognize during the twelve-month period from the balance sheet date is recorded within current liabilities and the remaining portion is recorded as long-term.
The Company receives payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Customers are generally billed in advance, including some multi-year contracts, but the majority of customers in multi-year contracts specifically request to pay annually in advance. Payment terms on invoiced amounts are typically 30 to 60 days. In limited cases, the Company has offered deferred payment terms of a maximum of one year in contracts with a one year contractual term. Contract assets include amounts related to our
96
contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced; such amounts have been immaterial to date.
During the fiscal years ended January 31, 2022, 2021 and 2020, $87.1 million, $58.1 million and $29.2 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented. The increase in deferred revenue balances for the periods presented is mainly attributable to the growth of contracts with new as well as existing customers.
Remaining Performance Obligations
As of January 31, 2022 and 2021, the aggregate amount of the transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $312.4 million and $159.9 million, respectively. As of January 31, 2022, we expected to recognize approximately 65% of the transaction price as product or services revenue over the next 12 months and the remainder thereafter.
Deferred Contract Acquisition Costs
Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalized. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. The Company determines whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract. The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable.
Commissions and bonuses paid upon the acquisition of an initial contract are amortized over an estimated period of benefit which has been determined generally to be three years based on historical analysis of average customer life and useful life of our product offerings. Commissions paid for subsequent renewals are amortized over the renewal term. Amortization is recognized on a straight-line basis and included in sales and marketing expenses in the consolidated statements of operations. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the periods presented.
The following table presents the change in deferred contract acquisition costs (in thousands):
January 31,
202220212020
Beginning balance$30,476 $14,375 $7,156 
Added during the year41,998 34,570 15,179 
Amortized during the year(33,368)(18,469)(7,960)
Ending balance$39,106 $30,476 $14,375 
Deferred Offering Costs
Deferred offering costs consist primarily of legal, accounting, consulting, and other fees related to the Company’s IPO, and were capitalized in prepaid expenses and other current assets on the consolidated balance sheets prior to the IPO. Upon consummation of the IPO, the deferred offering costs of $4.7 million were reclassified into stockholders’ equity (deficit) as a reduction of the IPO proceeds on the consolidated balance sheets. There were no deferred offering costs recorded as of January 31, 2022 and 2021.
97
Cost of Revenue
Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, third-party cloud infrastructure expenses incurred in connection with the customers’ use of GitLab; compensation paid to the Company's customer support personnel, including contractors; and allocated overhead.
Cost of revenue for self-managed license includes personnel-related expenses. Other costs of revenue include professional services, primarily compensation paid to the Company's professional services personnel, including contractors; and allocated overhead.
Research and Development
Costs related to research and development of the Company’s software offerings are expensed as incurred. These costs consist primarily of compensation paid to the Company's research and development personnel, including contractors; and allocated overhead associated with developing new features or enhancing existing features.
The Company’s internal customer software development process follows an iterative process that results in more frequent software releases than do traditional sequential or waterfall development methodologies and also results in internal validation of the software releases very shortly before they are made available to customers. Therefore, to date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility through internal validation of the software releases. As such, all related software development costs are expensed as incurred and included in research and development expenses in the consolidated statements of operations. To date, software development for internal use has been immaterial and no such costs have been capitalized.
Advertising Costs
Advertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations. These include costs incurred on public relations, website design, advertising, field marketing, and market research services. The Company incurred advertising costs of $21.4 million, $14.1 million and $17.2 million during the years ended January 31, 2022, 2021 and 2020, respectively.
Loss Contingencies
If an exposure to any potential claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. If applicable, the Company records receivables for probable insurance or other third-party recoveries. Due to uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Legal fees and other costs associated with such actions are expensed as incurred.
Income Taxes
The Company is subject to income taxes in the United States and several foreign jurisdictions. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are
98
expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management applies significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that were more likely than not to be realized in the future. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.
Compliance with income tax regulations requires the Company to take certain tax positions. In assessing the exposure associated with various filing positions, the Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, if any, are included within the provision for income taxes in the consolidated statement of operations.
Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)
Comprehensive loss includes net loss and changes in stockholders’ equity (deficit) that are excluded from net loss due to changes in the Company’s cumulative foreign currency translation account.
Net Loss per Share Attributable to Common Stockholders
Basic net loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. For this calculation, convertible preferred stock, warrants and stock options are considered potentially dilutive instruments. While the convertible preferred stock has participating rights for dividends, it does not participate in losses and hence will not qualify as a participating security in the periods in which the Company generates a loss.
Stock-Based Compensation
The Company has granted equity classified stock-based awards consisting primarily of stock options to team members, members of its board of directors, and non-employee advisors. The majority of the Company's stock-based awards have been granted to team members and the service-based vesting condition for the majority of these awards is satisfied over four years.
99
The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are recorded as they occur. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options.
The Company records incremental stock-based compensation expense when certain affiliated stockholders or new investors purchase shares from team members and founders of the Company in excess of the fair value of such shares as part of secondary stock purchase transactions. The Company recognized any such excess value as stock-based compensation expense in the consolidated statements of operations.
In May 2021, the Company granted 3 million shares of Restricted Stock Units (“RSUs”) tied to our Class B common stock to Mr. Sijbrandij, our founder and CEO. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share. The fair value of the RSUs was determined utilizing a Monte Carlo valuation model. Any portion of these RSUs may only be earned upon a corporate transaction or after a liquidity event and only to the extent Mr. Sijbrandij continues to lead the company as our CEO. We will recognize total stock-based compensation expense over the derived service period of each tranche using the accelerated attribution method, regardless of whether the stock price hurdles are achieved. Refer to “Note 9. Equity” for further discussion.
In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing model, and determine volatility over an expected term based on the historical volatility of the Company’s peer group, until we establish a sufficient public trading history of our own stock price. The ESPP provides for up to a 27-month offering period, and includes four purchase periods of approximately six months. The ESPP allows eligible team members to purchase shares of our common stock at a 15% discount on the lower price of either (i) the offering period begin date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date.
Segment Reporting
Our primary business activity is to sell subscriptions on both self-managed and SaaS models. Our chief operating decision maker, who is the Co-founder and Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Accordingly, we operate our business as one operating segment and one reporting unit. The Company presents financial information about geographical mix of revenue and long-lived assets in Note 3 and Note 4, respectively, of the consolidated financial statements.
Business Combination
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.
We amortize our acquired intangible assets in business combinations and asset acquisitions on a straight-line basis with definite lives over a period of three years.
100
Property and Equipment, Net
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. The Company depreciates leasehold improvements over the shorter of the remaining lease term or estimated useful life of five years, and computers over two years.
Impairment of Long-lived Assets
We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (including an intangible asset) may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If a long-lived asset (including an intangible asset) is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We have made no material adjustments to our long-lived assets (including intangible assets) in any of the years presented.
We test our goodwill for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. We found no goodwill impairment in any of the periods presented.
Preferred Stock
There has been no beneficial conversion feature with respect to the preferred stock issued by the Company and the conditions for separation have not been met; as such, the entire proceeds have been allocated to preferred stock.
Recently Adopted Accounting Standards
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40, Intangibles-Goodwill and Other, to determine which implementation costs to capitalize as assets or expense as incurred. The Company has prospectively adopted ASU 2018-15 as of February 1, 2021 with no material impact.
Recently Issued Accounting Standards Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”). Topic 842 supersedes the lease requirements in ASC Topic 840, Leases. Under Topic 842, lessees are required to recognize assets and liabilities on the consolidated balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For public companies, Topic 842 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has elected to use the extended transition period that allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under the JOBS Act. For as long as the Company remains an “emerging growth company,” the new guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The adoption of ASU 2016-02 is not expected to have a material effect on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the
101
measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Since the Company follows private company’s adoption timelines, this new guidance is effective for the Company for its fiscal year beginning February 1, 2023. The Company is currently evaluating the effect of the adoption of ASU 2016-13 on its consolidated financial statements. The effect will largely depend on the composition and credit quality of the Company's portfolio of financial assets and the economic conditions at the time of adoption.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes in order to reduce cost and complexity of its application. This new guidance is effective for the Company for its fiscal year beginning February 1, 2022 and interim periods within its fiscal year beginning February 1, 2023. Early adoption is permitted. The adoption of ASU 2019-12 is not expected to have a material effect on the Company’s consolidated financial statements.
3. Revenues
Disaggregation of Revenue
The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages):
Fiscal Year Ended January 31,
202220212020
Subscription—self-managed and SaaS$226,163 90 %$132,763 87 %$70,367 87 %
Subscription—self-managed179,564 72 114,949 75 65,420 81 
SaaS46,599 18 17,814 12 4,947 6 
License—self-managed and other$26,490 10 %$19,413 13 %$10,860 13 %
License—self-managed20,171 8 14,525 10 9,879 12 
Professional services and other6,319 2 4,888 3 981 1 
Total revenue$252,653 100 %$152,176 100 %$81,227 100 %
Total Revenue by Geographic Location
The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands):
Fiscal Year Ended January 31,
202220212020
United States$211,520 $125,990 $67,823 
Europe36,478 22,348 11,167 
Asia Pacific4,655 3,838 2,237 
Total revenue$252,653 $152,176 $81,227 
During the years ended January 31, 2022, 2021 and 2020, the United States accounted for 84%, 83% and 83% of total revenue, respectively. No other individual country exceeded 10% of total revenue for any of the periods presented.
We operate our business as a single reportable segment.
102
4. Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
January 31, 2022January 31, 2021
Prepaid software subscriptions$3,950 $2,185 
Prepaid expenses for the Company’s events266 673 
Prepaid advertising costs722 784 
Prepaid payroll deposits981 1,125 
Prepaid insurance4,309 9 
Prepaid income taxes3,168 785 
Other prepaid expenses1,834 1,231 
Other current assets314 500 
Total prepaid expense and other current assets$15,544 $7,292 
Property and Equipment, Net
Property and equipment, net of the following (in thousands):
January 31, 2022
Computer and office equipment $3,049 
Leasehold improvements765 
3,814 
Less: Accumulated depreciation(543)
Total property and equipment, net$3,271 
Depreciation expense of property and equipment was $0.5 million for the year ended January 31, 2022.
Geographical Information
Long-lived assets, comprising of property and equipment, net, by geographic area were as follows based on their physical location (in thousands):
January 31, 2022
United States$2,233 
China769 
Other countries (1)
269 
Total property and equipment, net$3,271 
(1) No other individual country accounted for more than 10% of the Company’s property and equipment, net for the period presented.
103
Other Long-Term Assets
Other assets consisted of the following (in thousands):
January 31, 2022January 31, 2021
Restricted cash (1)
$2,500 $— 
Security deposits2,832 1,500 
Other long-term assets1,819 — 
Total other assets$7,151 $1,500 
(1) Refer to “Note 5. Business Combination” for a discussion of restricted cash related to the acquisition of Opstrace, Inc.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
January 31, 2022January 31, 2021
Accrued expenses$8,605 $4,010 
Income taxes payable319 206 
ESPP employee contributions6,557 — 
Indirect taxes payable4,044 1,907 
Acquisition related contingent cash consideration3,029 — 
Other current liabilities2,017 1,225 
Total accrued expenses and other current liabilities$24,571 $7,348 
Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following (in thousands):
January 31, 2022January 31, 2021
Accrued commissions$8,417 $6,564 
Payroll taxes payable 14,506 4,906 
Accrued team member related payables, excluding commissions9,897 1,709 
Total accrued compensation and benefits$32,820 $13,179 
104
Other Long-Term Liabilities
Other long-term liabilities consisted of the following (in thousands):
January 31, 2022January 31, 2021
Early exercised options liability$6,837 $8,103 
Acquisition related contingent cash consideration4,929 — 
Acquisition related consideration withheld in an escrow2,500 — 
Deferred tax liabilities379 913 
Contingent liability for labor matters2,573 2,062 
Other long-term liabilities 784 — 
Total other long-term liabilities$18,002 $11,078 
5. Business Combination
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. The Company anticipates that this acquisition will provide an out-of-the-box, tested, integrated observability platform deployed within The DevOps Platform.
The transaction was accounted for as a business combination. The acquisition date fair value of the consideration transferred consisted of the following (in thousands):
Cash consideration$2,970 
Fair value of common stock issued on closing959 
Contingent common stock consideration (classified under additional paid-in capital)1,754 
Contingent cash consideration (classified under accrued expenses and other current liabilities)3,007 
Contingent cash consideration (classified under other long-term liabilities)4,893 
Total consideration$13,583 
Cash consideration includes $2.5 million held back as partial security for post-closing indemnification claims made within 18 months of the acquisition date recorded in other long-term liabilities on consolidated balance sheet as of January 31, 2022.
The Company issued 26,574 shares of the Company’s Class B common stock paid as of the closing date, of which 15,673 shares issued to the founders and employees will have to vest over four years. The $1.4 million fair value of 15,673 unvested restricted stock is not included as purchase consideration above, as it has a post-combination service requirement and will be accounted for separately from the business combination as stock compensation expense.
The contingent cash consideration is determined based upon the satisfaction of certain defined operational milestones and will be remeasured at fair value at each reporting period through earnings. As the fair value is based on unobservable inputs, the liabilities are included in Level 3 of the fair value measurement hierarchy. The unobservable inputs used in the determination of the fair value of the contingent cash considerations include managements assumptions about the likelihood of payment
105
based on the satisfaction of certain defined operational milestones and discount rates based on cost of debt. The change in the fair value recorded in fiscal year 2022 was not material.
Contingent stock consideration is classified as equity and will not be remeasured.
Acquisition related costs of approximately $0.5 million were expensed by the Company in general and administrative expenses in its consolidated statement of operations for the year ended January 31, 2022.
The Company recorded the assets acquired and liabilities assumed at their estimated fair values, with the difference between the fair value of the net assets acquired and the purchase consideration reflected in goodwill. The total purchase price of $13.6 million was allocated using information currently available to the Company. As a result, the Company may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revisions of preliminary estimates. The following table reflects the preliminary fair values of assets acquired and liabilities assumed (in thousands):
Cash and cash equivalents$147 
Developed technology6,200 
Goodwill8,145 
Accrued expenses and payroll(178)
Deferred tax liability (731)
Net assets acquired$13,583 
As of December 3, 2021, developed technology of the acquired business had an estimated useful life of three years. The goodwill is primarily attributed to the synergies expected to be realized following the acquisition and the assembled workforce. Goodwill is not deductible for U.S. federal income tax purposes.
Non-cash investing activities involving this acquisition as reflected in the consolidated statements of cash flows for the fiscal year 2022 were as follows (in thousands):
Supplemental disclosure of non-cash investing activities:
Consideration withheld in an escrow$2,500 
Issuance of common stock in connection with business combination$959 
Contingent cash consideration in connection with business combination$7,900 
Contingent stock consideration in connection with business combination$1,754 
Results of operations of the business acquired have been included in our consolidated financial statements subsequent to the date of acquisition. The revenue and net income (loss) earned by the business acquired following the acquisition are not material to our consolidated results of operations. Pro forma statements have not been presented because they are not material to our consolidated results of operations.
6. Goodwill and Intangible Assets, Net
Goodwill
The changes in the carrying amount of goodwill were as follows (in thousands):
Carrying Amount
Balance as of January 31, 2021$— 
Addition8,145 
Balance as of January 31, 2022$8,145 
106
There was no goodwill impairment for any periods presented.
Intangible Assets
Intangible assets consisted of the following as of January 31, 2022 (in thousands):
Gross Carrying AmountAccumulated AmortizationNet Book Value
Developed technology from business combination$6,200 $(334)$5,866 
Developed technology from asset acquisitions (1)
1,402 (983)419 
Total$7,602 $(1,317)$6,285 
Intangible assets consisted of the following as of January 31, 2021 (in thousands):
Gross Carrying AmountAccumulated AmortizationNet Book Value
Developed technology from asset acquisitions (1)
$1,524 $(727)$797 
(1) The amounts in the tables above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying intangibles.
During fiscal year 2022, the Company acquired $6.2 million of developed technology through a business combination with estimated weighted average remaining amortization period of 2.8 years as of January 31, 2022. Our developed technology from asset acquisitions acquired in prior years had an estimated weighted average remaining amortization period of 1.3 years as of January 31, 2022.
Amortization expense was $0.7 million, $0.2 million and zero for the fiscal years ended January 31, 2022, 2021 and 2020, respectively.
As of January 31, 2022, future amortization expense related to the intangibles assets is expected to be as follows (in thousands):
Fiscal Years
2023$2,381 
20242,172 
20251,732 
Total future amortization$6,285 
7. Debt Financing
Line of Credit
On March 25, 2016, the Company executed a Loan and Security Agreement (the “Agreement”) with a financial institution in the United States (as amended from time to time, including the First Amendment to the Agreement dated December 9, 2016, the Second Amendment to the Agreement dated May 31, 2018, and the Third Amendment to the Agreement dated April 2, 2019). As per the amended Agreement, the Company had access to a line of credit of up to $15 million, to be taken in single or multiple drawdowns. The draws could be taken beginning March 25, 2016 (the “Closing Date”) and payable by the maturity date of June 30, 2020.
107
In May and October 2020, the Company further amended the Agreement to restate certain terms and definitions, including extending the maturity date to June 30, 2022.
On April 30, 2021, the Company terminated its revolving line of credit agreement with the financial institution. No advances on the line of credit had been taken by the Company through the termination date.
8. Team Member Benefit Plans
The Company contributes to defined contribution plans in a number of countries including a 401(k) savings plan for U.S. based team members and defined contribution arrangements in the United Kingdom, Australia, New Zealand and select other countries based on the legislative and tax requirements of the respective countries. Total contributions to these plans were $2.8 million, $1.9 million and $0.9 million for the years ended January 31, 2022, 2021 and 2020, respectively.
9. Equity
In connection with the IPO, on October 18, 2021, the Company filed a restated certificate of incorporation that authorized the issuance of 1,500,000,000 shares of Class A common stock, 250,000,000 shares of Class B common stock, and 50,000,000 shares of preferred stock at $0.0000025 par value for each class of shares. Common stockholders are entitled to dividends when and if declared by the board of directors. No dividends have been declared to date. The holder of each share of Class A common stock is entitled to one vote and the holder of each share of Class B common stock is entitled to ten votes.
Common Stock
On October 18, 2021, the Company closed its IPO of 8,940,000 shares of Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A common stock, resulting in net proceeds to the Company of $654.6 million, after deducting underwriting discounts of $33.8 million, and before the deferred offering costs. Upon consummation of the IPO, the deferred offering costs of $4.7 million were reclassified into stockholders’ equity as a reduction of the IPO proceeds on the consolidated balance sheets. In addition, an entity affiliated with our founder and the CEO sold 2,500,000 shares of our Class A common stock (upon conversion of shares of Class B common stock) at the IPO. The Company did not receive any proceeds from the sale of shares of its Class A common stock by the selling stockholder.
The Company had shares of common stock reserved for future issuance, on an as-converted basis, as follows (in thousands):
January 31, 2022January 31, 2021
Class A and Class B common stock
Convertible preferred stock— 79,551 
Options issued and outstanding17,146 16,043 
Shares available for issuance under Equity Incentive Plans18,248 4,796 
RSUs issued and outstanding3,280 — 
Shares reserved for issuance to charitable organizations1,636 — 
2021 ESPP 3,271 — 
Warrants issued and outstanding (1)
— 73 
Total43,581 100,463 
______________
(1)Concurrent with the Loan and Security Agreement discussed in “Note 7. Debt Financing”, the Company had issued warrants to the financial institution for shares of the Company’s Class B common stock at an effective
108
strike price of $1.18 per share. The warrants were issued in two tranches that expire in Fiscal 2027 and Fiscal 2029, respectively. The warrants were classified in equity with negligible carrying value. On November 18, 2021, the Company received a request for the exercise of all of its warrants outstanding. Pursuant to these exercises, the Company issued 72,772 shares of Class B common stock against the $0.1 million cash proceeds received.
Early Exercised Options (subject to a repurchase right)
Certain stock option holders have the right to exercise unvested options, subject to a repurchase right held by the Company at the original exercise price, in the event of voluntary or involuntary termination of employment of the holder. As of January 31, 2022 and 2021, there were 713,967 and 1,197,150 shares, respectively, of unvested options that had been early exercised and were subject to repurchase for a total liability of $6.8 million and $8.1 million, respectively. The liability associated with early exercised options is included in other long-term liabilities in the consolidated balance sheets.
For accounting purposes, issuance of shares will be recognized only on vesting. However, shares issued for the early exercise of options are included in issued and outstanding shares as they are legally issued and outstanding.
Convertible Preferred Stock
Upon the closing of the IPO, all shares of the Company’s convertible preferred stock outstanding of 79.6 million were automatically converted into an equal number of shares of Class B common stock and their carrying value of $424.9 million was reclassified into stockholders’ equity. As of January 31, 2022, there were no shares of convertible preferred stock issued and outstanding.
The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock upon the closing of the IPO (in thousands):
Convertible Preferred StockShares AuthorizedShares Issued and OutstandingNet Carrying Value
Series safe A1539 539 100 
Series safe A25,111 4,911 1,105 
Series safe A31,600 1,600 450 
Series A12,393 12,393 3,954 
Series B21,109 20,901 19,743 
Series C12,282 12,282 21,935 
Series D12,512 12,512 109,440 
Series E14,413 14,413 268,177 
Total79,959 79,551 424,904 
Equity Incentive Plans
In 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), in which shares of common stock of the Company are reserved for issuance of stock options to team members, directors, or consultants. The options generally vest 25% upon completion of one year and then ratably over 36 months. Options generally expire ten years from the date of grant. All these options qualify as equity settled awards and contain no performance conditions.
In September 2021, in connection with the IPO, our board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to our 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options, which are intended to qualify for tax treatment under Section 422 of the Internal Revenue Code, and nonqualified stock options, as well for the award of restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), RSUs, and performance and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to our team
109
members. We may grant all other types of awards to our team members, directors, and consultants. We have initially reserved 13,032,289 shares of our Class A common stock, plus any reserved shares of Class B common stock not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2021 Plan, for issuance as Class A common stock pursuant to awards granted under our 2021 Plan. The number of shares reserved for issuance under our 2021 Plan will increase automatically on February 1 of each of the years from 2022 through 2031. As such, effective as of February 1, 2022, 7,344,382 shares were added to the 2021 Plan.
The awards available for grant under the above Plans for the periods presented were as follows (in thousands):
January 31, 2022January 31, 2021
Available at beginning of period
4,796 1,540 
Awards authorized22,532 5,788 
Options granted (7,936)(4,622)
RSUs granted(3,290)— 
RSUs cancelled and forfeited10 — 
Options cancelled and forfeited2,044 1,970 
Options repurchased92 120 
Available at end of period
18,248 4,796 
In the event that shares previously issued under the above Plans are reacquired by the Company, such shares shall be added to the number of shares then available for issuance under the Plans. In the event that an outstanding stock option for any reason expires or is canceled, the shares allocable to the unexercised portion of such stock option will be added to the number of shares then available for issuance under the Plans.
The 2015 Plan allows the grantees to early exercise stock options.
Stock Options and RSUs
The following table summarizes options activity under our Plans, and related information:
Number of Stock Options Outstanding (in thousands)Weighted Average Exercise PriceWeighted Average Remaining YearsAggregate Intrinsic value (in millions)
Balances at January 31, 2019
9,817 $1.67 8.79$24.0 
Options granted10,632 6.20 8.99
Options exercised(2,141)1.44 4.91
Options cancelled(164)0.61 — 
Options forfeited(1,891)2.64 — 
Balances at January 31, 2020
16,253 $4.56 9.03$70.6 
Options granted4,622 11.27 9.11
Options exercised(2,862)4.87 5.56
Options cancelled(79)3.79 — 
Options forfeited(1,891)5.50 — 
Balances at January 31, 2021
16,043 $6.33 8.39$166.6 
Options granted7,936 18.68 8.50
110
Options exercised(4,789)5.40 5.07
Options cancelled(81)6.20 — 
Options forfeited(1,963)10.47 — 
Balances at January 31, 2022
17,146 $11.83 8.24$894.8 
Exercisable at January 31, 2022
17,146 
Options vested at January 31, 2022
4,968 $5.22 7.09$292.1 
Options expected to vest at January 31, 2022
12,178 $14.52 8.71$602.8 
The aggregate grant-date fair value of options vested during the years ended January 31, 2022, 2021 and 2020 was $10.8 million, $8.2 million and $1.8 million, respectively. The weighted-average grant-date fair value per share of options granted was $10.81, $3.55 and $2.04 for the years ended January 31, 2022, 2021 and 2020, respectively. The aggregate intrinsic value of options exercised during the years ended January 31, 2022, 2021 and 2020 was $280.5 million, $33.8 million and $16.0 million, respectively. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s estimated stock price at the time of exercise and the exercise price, multiplied by the number of related in-the-money options) that would have been received by the option holders had they exercised their options at the end of the period.
During the year ended January 31, 2022, we granted 0.3 million RSUs to our team members under our 2021 Plan at $82.10 grant-date fair value per share. These RSUs are grants of shares of our common stock, the vesting of which is based on the requisite service requirement. Generally, our RSUs are subject to forfeiture and are expected to vest over two to four years ratably on a combination of bi-annual and quarterly basis. RSUs vested or cancelled during the year ended January 31, 2022 were not material.
As of January 31, 2022 and 2021, approximately $101.8 million and $26.8 million of total unrecognized compensation cost was related to stock options and restricted stock awards granted, that is expected to be recognized over a weighted-average period of 2.3 years and 1.3 years, respectively. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.
Determining Fair Value of Stock Options
The fair value of each stock option grant was estimated on the date of grant, using a Black-Scholes option-pricing model, with the following weighted-average assumptions:
Fiscal Year Ended January 31,
202220212020
Risk-free interest rate1.10 %0.50 %1.90 %
Weighted-average volatility43.50 %31.90 %30.30 %
Weighted-average expected term (in years)6.106.026.04
Dividend yield— %— %— %
Prior to the IPO, the Company estimated the volatility of common stock on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies in the Company's industry group. After the IPO, the Company will continue to use the historical volatility of comparable publicly-traded companies until we establish a sufficient public trading history.
The expected term is based on the simplified method for grants to employees and on the contractual term for non-employees. The simplified method is used given the lack of historical exercise behavior data in the Company.
111
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is zero percent as the Company has not paid and does not anticipate paying dividends on common stock.
CEO Performance Award
In May 2021, the Company granted 3 million RSUs tied to our Class B common stock to Mr. Sijbrandij, our founder and the CEO, with an estimated aggregate grant date fair value of $8.8 million, estimated utilizing a Monte Carlo valuation model. The model assumed a share price volatility of 45% and a risk free rate of 1.52%. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share on a recognized stock exchange or a per share price received in a corporate transaction defined in the grant. The price hurdles will adjust for stock splits, recapitalizations, and the like. Provided that Mr. Sijbrandij continues to be the CEO of the Company, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price hurdles are achieved. We will recognize total stock-based compensation expense of $8.8 million over the requisite service period of each tranche, which ranged from 2.83 to 7.50 years, using the accelerated attribution method. If the stock price hurdles are met sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the vested portion of these RSUs.
The Company recorded $1.2 million of stock-based compensation expense related to the CEO RSUs during the year ended January 31, 2022. As of January 31, 2022, unrecognized stock-based compensation expense related to these RSUs was $7.6 million which will be recognized over the remaining derived service period of the respective tranches.
2021 Employee Stock Purchase Plan (“ESPP”)
In September 2021, our board of directors and our stockholders approved our 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions and provides a 15% purchase price discount of the fair market value of the Company’s Class A common stock on the enrollment date or purchase date, whichever is lower, as well as up to a 27-month look-back period. We have initially reserved 3,271,090 shares of our Class A common stock for issuance and sale under our 2021 ESPP with automatic increase on February 1 for the first ten calendar years. As such, effective as of February 1, 2022, 1,468,876 shares of our Class A common stock were added to our 2021 ESPP.
The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the initial offering period using the Black-Scholes option-pricing model:
Fiscal Year Ended January 31,
2022
Risk-free interest rate0.07 %
Weighted-average volatility38.47 %
Weighted-average expected term (in years)0.57
Dividend yield— %
The Company recorded $5.1 million of stock-based compensation expense related to the ESPP during the year ended January 31, 2022.
As of January 31, 2022, approximately $6.9 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 0.3 years.
112
Stock-Based Compensation Expense
The Company recognized stock-based compensation expense (excluding the expense related to the tender offers - “Note 13. Related Party Transactions”) as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
Cost of revenue$1,300 $307 $134 
Research and development8,305 3,142 1,812 
Sales and marketing10,206 2,603 1,150 
General and administrative9,854 1,972 606 
Total stock-based compensation expense, excluding tender offers$29,665 $8,024 $3,702 
The tax benefit recognized in the consolidated statements of operations for stock-based compensation expense was $7.0 million for the year ended January 31, 2022 and not material for the years ended January 31, 2021 and 2020.
10. Joint Venture and Majority Owned Subsidiary
In February 2021, the Company along with Sequoia CBC Junyuan (Hubei) Equity Investment Partnership (Limited Partnership) and Suzhou Gaocheng Xinjian Equity Investment Fund Partnership (Limited Partnership) executed an investment agreement (the “Investment Agreement”) to establish GitLab Information Technology (Hubei) Co., LTD (“JiHu”), a legal entity in the People’s Republic of China. This new company offers a dedicated distribution of GitLab’s DevOps platform available as both a self-managed and SaaS offering (GitLab.cn) that is available only in mainland China, Hong Kong and Macau. The Company contributed an intellectual property license in exchange for a 72.25% equity stake in JiHu and the other two unrelated investors contributed cash in exchange for the remaining equity stake, for a combined interest of $80 million. The term of the Investment Agreement is 50 years unless extended by mutual consent or terminated earlier upon certain specified events. While the Company has disproportionately few voting rights in JiHu pursuant to the Investment Agreement given its 72.25% equity interest, the Company has entered into a license agreement and a technical services agreement with JiHu which when evaluated on a collective basis enables the Company to direct the activities that most significantly affect the economic performance of JiHu. Further, the Company has the obligation to absorb losses and the right to receive benefits of JiHu that could potentially be significant to JiHu. Therefore, the Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation. The Company recorded the 27.75% ownership interest of remaining investors as a noncontrolling interest on its consolidated balance sheet. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. JiHu is primarily financed through equity and has no financial borrowings.
113
Selected financial information of JiHu, post inter-company eliminations, is as follows (in thousands):
Fiscal Year Ended January 31,
2022
Revenue$1,237 
Cost of revenue945 
Gross profit292 
Operating expenses:
Sales and marketing3,200 
Research and development2,299 
General and administrative3,589 
Total operating expenses9,088 
Loss from operations(8,796)
Other income, net67 
Net loss before income taxes(8,729)
Net loss$(8,729)
Net loss attributable to noncontrolling interest$(2,422)
January 31, 2022
Cash and cash equivalents$14,198 
Property and equipment, net769 
Other assets2,765 
Total assets$17,732 
Total liabilities$3,663 
In April 2021, the Company reorganized Meltano Inc. (“Meltano”), which started as an internal project within GitLab in July 2018, into a separate legal entity. The entity was funded by GitLab's contribution of intellectual property with the fair value of approximately $0.4 million and a preferred stock financing from third parties of $4.2 million, representing 12% ownership on a fully diluted basis. Even after the preferred stock financing, the Company is the largest shareholder with majority voting rights. Meltano is considered a majority owned subsidiary of the Company and consolidated in accordance with ASC Topic 810, Consolidation. The Company recorded the preferred stock funding and unvested stock options as noncontrolling interest on its consolidated balance sheet.
114
11. Income Taxes
The components of total income (loss) from continuing operations before income taxes are as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
US$19,486 $(48,866)$(22,101)
Foreign(178,557)(140,496)(107,440)
Loss before income taxes$(159,071)$(189,362)$(129,541)
The provision for (benefit from) income taxes consisted of the following (in thousands):
Fiscal Year Ended January 31,
202220212020
Current:
Federal and State$(863)$2,517 $783 
Foreign671 315 417 
Total current$(192)$2,832 $1,200 
Deferred:
Federal and State$(1,443)$— $— 
Foreign124 — — 
Total deferred$(1,319)$— $— 
Provision for (benefit from) income taxes$(1,511)$2,832 $1,200 
A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate is as follows:
Fiscal Year Ended January 31,
202220212020
Tax at federal statutory rate21.0 %21.0 %21.0 %
State, net of federal benefit0.2 (0.2)(0.1)
Stock-based compensation4.5 (7.3)(4.4)
Research tax credit1.0 0.2 0.5 
Foreign rate differential6.1 2.8 3.0 
Change in valuation allowance(30.3)(18.6)(20.6)
Foreign derived intangible income deduction0.3 0.2 0.2 
Unrecognized tax benefits(1.3)— — 
Other(0.6)0.4 (0.5)
Total0.9 %(1.5)%(0.9)%
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.
115
Significant components of the company's deferred tax assets and liabilities are as follows (in thousands):
January 31,
20222021
Deferred tax assets:
Net operating loss carryforwards$99,291 $74,513 
Research tax credits1,211 — 
Deferred revenue3,811 2,411 
Accruals and other assets2,714 628 
Intangibles14,751 — 
Stock-based compensation1,587 161 
Gross deferred tax assets123,365 77,713 
Valuation allowance(115,839)(74,870)
Net deferred tax assets7,526 2,843 
Deferred tax liabilities:
Deferred contract acquisition costs(6,516)(3,756)
Acquired intangibles(1,389)— 
Net deferred tax liabilities$(379)$(913)
Under the provisions of ASC 740, Income Taxes, the determination of the Company’s ability to recognize its deferred tax asset requires an assessment of both negative and positive evidence when determining the Company’s ability to recognize its deferred tax assets. The Company determined that it was not more likely than not that the Company could recognize its deferred tax assets. Evidence evaluated by the Company included operating results during the most recent three-year period and future projections, with more weight given to historical results than expectations of future profitability, which are inherently uncertain. Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets.
The increase of $41.0 million in the valuation allowance for the year ended January 31, 2022 is primarily due to net operating losses generated during the year. As of January 31, 2022, the Company recorded $0.4 million of deferred tax liabilities, net. The Company does not have any deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital.
The Company has not recorded a provision for deferred U.S. tax expense that could result from the remittance of foreign undistributed earnings since the Company intends to reinvest the earnings of the foreign subsidiaries indefinitely. The Company’s share of the undistributed earnings of foreign corporations not included in its consolidated federal income tax returns that could be subject to additional U.S. income tax if remitted is immaterial. As of January 31, 2022, the amount of unrecognized U.S federal deferred income tax liability for undistributed earnings is immaterial.
As of January 31, 2022, the Company had federal net operating loss carryforwards of approximately $3.0 million, state net operating loss carryforwards of approximately $63.0 million and foreign net operating loss carryforwards of approximately $364.5 million. All of the federal net operating loss carryforwards are carried over from an entity acquired in the current fiscal year. The federal net operating loss carryforwards do not expire as they were generated post Tax Cuts and Jobs Act, where net operating losses generated after December 31, 2017 do not expire. The U.S. state net operating loss carryforwards,
116
if not utilized, will begin to expire on various dates beginning in 2035, and will continue to expire through 2041. The foreign net operating loss carryforwards can be carried forward indefinitely. In addition, the Company has research tax credit carryforwards of approximately $1.2 million for federal purposes. The U.S. Federal Research & Experimentation (R&E) credit, if not utilized, will expire in 2042. The Company also has research tax credit carryforwards of approximately $0.6 million for U.S. state purposes, which do not expire. Pursuant to the U.S. Internal Revenue Code, the net operating loss and R&E credit could be subject to limitation should the Company experience an owner shift of greater than 50 percent over a three-year period; however this limitation is immaterial.
Uncertain Tax Positions
At January 31, 2022, the Company’s U.S. federal 2017 through 2020 tax years were open and subject to potential examination in one or more jurisdictions. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. The Company is currently under examination in the Netherlands for tax years 2015 and 2016. The Company is currently unable to estimate the financial outcome of this examination due to its preliminary status. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. The Company continues to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.
Governments in certain countries where the Company does business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act) enacted by the United States on March 27, 2020. The Company is continuing to analyze these legislative developments which are not material for the period ended January 31, 2022.
As of January 31, 2022, unrecognized tax benefits approximated $5.6 million, of which $0.8 million would affect the effective tax rate if recognized. The Company does not anticipate any of the unrecognized tax benefits to reverse in the next 12 months. The Company did not have unrecognized tax benefits in fiscal year 2021 and 2020.
The reconciliation of the Company's unrecognized tax benefits for the year ended January 31, 2022 is as follows (in thousands):
Total unrecognized tax benefits at February 1, 2021$— 
Gross increases and decreases due to tax positions taken in prior periods4,076 
Gross increases and decreases due to tax position taken in current period1,481 
Gross increases and decreases due to settlements with taxing authorities— 
Gross increases and decreases due to lapses in applicable statutes of limitations— 
Total unrecognized tax benefits at January 31, 2022
$5,557 
It is the Company’s policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. For the years ended January 31, 2022, 2021 and 2020, the Company recognized interest and penalties of $0.1 million, zero and zero, respectively.
117
12. Net Loss per Share
The following table sets forth basic and diluted loss per share for each of the periods presented (in thousands, except per share data):
Fiscal Year Ended January 31,
202220212020
Numerator:
Net loss attributable to GitLab$(155,138)$(192,194)$(130,741)
Denominator:
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted79,755 50,343 47,308 
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted$(1.95)$(3.82)$(2.76)
Since we were in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):
January 31, 2022January 31, 2021
Shares subject to outstanding common stock options17,146 16,043 
Unvested RSUs in connection with business combination16 — 
Unvested early exercised stock options714 1,510 
Convertible preferred stock (on an if-converted basis)— 79,551 
RSUs3,264 — 
Shares subject to the 2021 ESPP256 — 
Warrants— 73 
Total
21,396 97,177 
13. Related Party Transactions
In December 2020, the Company’s board of directors facilitated a tender offer which allowed the Company’s current and former team members and founders to sell ordinary shares and vested options to a set of existing investors. These investors purchased 3,887,156 ordinary shares, 408,211 preferred shares, and 556,816 vested options for a total purchase price of $194.1 million. The fair value was $16.71 per share/vested option and the transaction price was $40.00 per ordinary share/vested option. The Company recorded $103.3 million incremental stock-based compensation expense in the consolidated statements of operations for fiscal 2021.
In connection with the above tender offer, during the year ended January 31, 2022, the Company repurchased 13,000 shares of Class B common stock from certain team members (ineligible to participate in the original fiscal 2021 tender offer) of vested stock options for an aggregate amount of $0.6 million. The excess of the transaction price over the fair value of the instruments repurchased has been recognized as additional stock-based compensation expense of $0.3 million. Shares repurchased have
118
been retired and deducted from common stock for par value and from additional paid in capital for the excess over par value.
Total stock-based compensation expense related to the above-mentioned tender offers included in the consolidated statements of operations was as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
Cost of revenue$— $878 $231 
Sales and marketing344 18,362 2,887 
Research and development— 28,916 10,165 
General and administrative— 55,666 23,887 
Total stock-based compensation expense related to tender offers$344 $103,822 $37,170 
14. Commitments and Contingencies
Hosting Infrastructure Commitments
In September 2020, the Company entered into non-cancelable capacity commitments with a hosting infrastructure vendor for a total minimum service commitment of $97.0 million over a five year period. We expect to meet this minimum commitment by the end of fiscal year 2024. Future hosting infrastructure minimum commitments are as follows as of January 31, 2022 (in thousands):
TotalLess than 1 Year1-3 Years
Purchase commitments$72,998 $24,728 $48,270 
Loss Contingencies
In accordance with ASC 450, Loss Contingencies, the Company accrues for contingencies when losses become probable and reasonably estimable. If applicable, the Company accrues receivables for probable insurance or other third-party recoveries. Accordingly, the Company has recorded an estimated liability related to certain labor matters regarding its use of contractors in certain foreign countries. As of January 31, 2022 and 2021, the estimated liability relating to these matters was $2.6 million and $2.3 million, respectively.
Warranties and Indemnifications
The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements.
In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be
119
limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments.
In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid.
Legal Proceedings
We are, and from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results.
Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
15. Subsequent Events
On March 29, 2022, JiHu closed its Series A-1 round of financing. Investors contributed in the aggregate approximately $29.0 million and subsequent to the closing, the Company retains control over JiHu.
On April 4, 2022, Meltano closed its Series Seed-2 round of financing. Investors contributed in the aggregate approximately $8.2 million and subsequent to the closing, the Company retains control over Meltano.
120
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Annual Report, as of January 31, 2022, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of January 31, 2022, our disclosure controls and procedures were, in design and operation, not effective at a reasonable assurance level as a result of the material weakness described below.
Management’s Report on Internal Control over Financial Reporting
This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Material Weakness
As disclosed in our Quarterly Report on the Form 10-Q for the quarter ended October 31, 2021, we previously identified a material weakness in our internal control over financial reporting.
We have not properly designed internal controls over the preparation of our consolidated financial statements insofar as it relates to appropriately performing effective and timely review of the accounting for and disclosure of non-routine transactions. Therefore, there was a risk that a potential material misstatement of the consolidated financial statements could occur without being prevented or detected on a timely basis.
Notwithstanding such material weakness in internal control over financial reporting, our Chief Executive Officer and Chief Financial Officer have concluded that our audited consolidated financial statements included in this Annual Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP. This material weakness also did not result in a material misstatement in any previously issued consolidated financial statements.
Remediation Efforts and Status
We are currently in the process of remediating our material weakness and are taking the steps that we believe will address the underlying causes of the material weakness, including:
•We have enhanced the review processes around non-standard contracts.
•We have expanded our internal disclosure review processes to provide greater representation across various functions to ensure complete and timely identification of non-routine transactions.
•We have expanded accounting policies, procedures and processes related to our financial reporting.
•We have and will continue to implement additional training of finance, accounting and other Company personnel involved in the financial reporting process.
121
The material weakness will not be considered fully remediated until all aspects of the controls operate for a sufficient period of time to allow management to conclude that these controls are operating effectively. We will monitor the effectiveness of our remediation plan and steps and will refine the remediation plan as appropriate.
We believe the actions described above will be sufficient to remediate the identified material weakness and strengthen our internal control over financial reporting. However, our efforts to remediate this material weakness may not be effective or prevent any future material weakness or significant deficiency in our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
Other than the material weakness and remediation efforts described above, there were no changes to our internal control over financial reporting identified in connection with the evaluation required by rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended January 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures and internal controls over financials reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
122
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item will be set forth in our definitive proxy statement to be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year ended January 31, 2022 in connection with our 2022 annual meeting of shareholders, or the Proxy Statement, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item will be set forth in the Proxy Statement and is incorporated herein by reference.
123
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(1) All Financial Statements
See Index to Consolidated Financial Statements in Item 8 herein.
(2) Financial Statements Schedules
The following additional financial statement schedules should be considered in conjunction with our consolidated financial statements. All other financial statement schedules have been omitted because the required information is not present in amounts sufficient to require submission of the schedule, not applicable, or because the required information is included in the consolidated financial statements or notes thereto.
Schedule II: Valuation and Qualifying Accounts
The table below details the activity of the deferred tax valuation allowance for the fiscal years ended January 31, 2022, 2021, and 2020:
Balance at Beginning of YearAdditionsWrite-offs or DeductionsBalance at End of Year
(in thousands)
Year ended January 31, 2022
Deferred tax valuation allowance$74,870 $40,969 $— $115,839 
Year ended January 31, 2021
Deferred tax valuation allowance$37,847 $37,023 $— $74,870 
Year ended January 31, 2020
Deferred tax valuation allowance$14,058 $23,789 $— $37,847 
(3) Exhibits
Incorporated by ReferenceFiled or Furnished Herewith
Exhibit NumberDescription FormFile NumberExhibitFiling Date
3.110-Q001-408953.212/7/21
3.210-Q001-408953.312/7/21
4.1S-1/A333-2596024.110/12/21
4.2S-1333-2596024.210/12/21
4.3S-1/A332-2596024.310/4/21
4.4X
10.1†S-1333-25960210.19/17/21
10.2†S-1333-25960210.29/17/21
10.3†S-1333-25960210.310/4/21
10.4†S-1333-25960210.49/17/21
124
10.5†S-1/A333-25960210.510/4/21
21.1X
23.1X
24.1X
31.1X
31.2X
32.1*X
32.2*X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHInline XBRL Taxonomy Extension Schema Document.X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.X
104Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).X
† Indicates management contract or compensatory plan.

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

ITEM 16. FORM 10-K SUMMARY
None.
125
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GITLAB INC.
Date: April 8, 2022
By:/s/ Sytse Sijbrandij
Name: Sytse Sijbrandij
Title: Chief Executive Officer
Date: April 8, 2022
By:/s/ Brian Robins
Name: Brian Robins
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian Robins and Robin Schulman, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
NameTitleDate
/s/ Sytse SijbrandijDirector and Chief Executive Officer
April 8, 2022
Sytse Sijbrandij(principal executive officer)
/s/ Brian RobinsChief Financial Officer
April 8, 2022
Brian Robins(principal financial officer)
/s/ Dale BrownPrincipal Accounting Officer
April 8, 2022
Dale Brown(principal accounting officer)
/s/ Sundeep BediDirector
April 8, 2022
Sundeep Bedi
/s/ Karen BlasingDirector
April 8, 2022
Karen Blasing
/s/ Sue BostromDirector
April 8, 2022
Sue Bostrom
/s/ Matthew JacobsonDirector
April 8, 2022
Matthew Jacobson
/s/ Merline SaintilDirector
April 8, 2022
Merline Saintil
/s/ Godfrey SullivanDirector
April 8, 2022
Godfrey Sullivan
126
 EX-4.4 2 gitlab-20220131xexx44fy22.htm EX-4.4 Document
Exhibit 4.4
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
As of January 31, 2022, GitLab Inc., or “we,” “us,” and “our,” had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Class A common stock.

DESCRIPTION OF CAPITAL STOCK
General
The following summary of the terms of our capital stock is based upon our restated certificate of incorporation, our restated bylaws, and applicable provisions of the Delaware General Corporation Law (“DGCL”). This summary is not complete, and is qualified by reference to our restated certificate of incorporation and our restated bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. We encourage you to read our restated certificate of incorporation, our restated bylaws and the applicable provisions of the DGCL for additional information.
Capitalization

Our authorized capital stock consists of 1,500,000,000 shares of our Class A common stock, $0.0000025 par value per share (“Class A common stock”), 250,000,000 shares of our Class B common stock, $0.0000025 par value per share (“Class B common stock and, together with the Class A common stock, “common stock”), and 50,000,000 shares of undesignated preferred stock, $0.0000025 par value per share.
Class A Common Stock and Class B Common Stock
Dividend Rights
Subject to preferences that may apply to any shares of convertible preferred stock outstanding at the time, the holders of shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine.
Voting Rights
Holders of shares of our Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders and holders of our Class B common stock are entitled to ten votes for each share of Class B common stock held on all matters submitted to a vote of stockholders. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless, otherwise required by Delaware law or our restated certificate of incorporation. Delaware law could require either holders of our Class A common stock or Class B common stock to vote separately as a single class in the following circumstances:
•if we were to seek to amend our restated certificate of incorporation to increase or decrease the par value of a class of our capital stock, then that class would be required to vote separately to approve the proposed amendment; and
•if we were to seek to amend our restated certificate of incorporation in a manner that alters or changes the powers, preferences, or special rights of a class of our capital stock in a manner that affected its holders adversely, then that class would be require to vote separately to approve the proposed amendment.


Our restated certificate of incorporation does not provide for cumulative voting for the election of directors. Accordingly, holders of a majority of the shares of our common stock are able to elect all of our directors.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive rights, and is not subject to redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Conversion
Each share of our Class B common stock is convertible at any time into one share of our Class A common stock and will convert automatically upon certain transfers and upon the earlier of (i) October 13, 2031 (the date ten years from the date of our initial public offering), (ii) the death or disability, as defined in our restated certificate of incorporation, of Sytse Sijbrandij, (iii) the first date following the completion of our initial public offering on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) is less than 5% of the aggregate number of shares of common stock then outstanding and (iv) the date specified by a vote of the holders of two-thirds of the then outstanding shares of Class B common stock. In addition, each share of our Class B common stock is convertible into one share of our Class A common stock upon transfers that are not permitted transfers under our restated certificate of incorporation. Permitted transfers include transfers by a qualified stockholder or a permitted entity to (i) one or more family members, (ii) a permitted entity, (iii) a permitted foundation so long as the stockholder retains dispositive power and voting control or (iv) any permitted individual retirement account.
Preferred Stock
        Our board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. The number of authorized shares of our preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting stock, without a separate vote of the holders of the preferred stock, irrespective of the provisions of Section 242(b)(2) of the DGCL, unless a separate vote of the holders of one or more series is required pursuant to the terms of any applicable certificate of designation. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in our control and might adversely affect the market price of our Class A common stock and the voting and other rights of the holders of our Class A common stock and Class B common stock.
Anti-Takeover Provisions
The provisions of the DGCL, our restated certificate of incorporation, and our restated bylaws could have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids.
        

Delaware Law
We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:
•before the stockholder became interested, our board of directors approved either the business combination or the transaction, which resulted in the stockholder becoming an interested stockholder;
•upon consummation of the transaction, which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and team member stock plans in some instances, but not the outstanding voting stock owned by the interested stockholder; or
•at or after the time the stockholder became interested, the business combination was approved by our board and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock, which is not owned by the interested stockholder.
Section 203 defines a business combination to include:
•any merger or consolidation involving the corporation and the interested stockholder;
•any sale, transfer, lease, pledge, or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
•subject to exceptions, any transaction that results in the issuance of transfer by the corporation of any stock of the corporation to the interested stockholder;
•subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and
•the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation.
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Restated Certificate of Incorporation and Restated Bylaw Provisions
Our restated certificate of incorporation and our restated bylaws include a number of provisions that may have the effect of deterring hostile takeovers, or delaying or preventing changes in control of our management team or changes in our board of directors or our governance or policy, including the following:
•Dual Class Common Stock. Our restated certificate of incorporation provides for a dual class common stock structure pursuant to which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A common stock and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets. Holders of Class B common stock, including current investors, executives, and team members, have the ability to exercise significant influence over those matters.
        

•Board of Directors Vacancies. Our restated certificate of incorporation and our restated bylaws authorize generally only our board of directors to fill vacant directorships resulting from any cause or created by the expansion of our board of directors. In addition, the number of directors constituting our board of directors may be set only by resolution adopted by a majority vote of our entire board of directors. These provisions prevent a stockholder from increasing the size of our board of directors and gaining control of our board of directors by filling the resulting vacancies with its own nominees.
•Classified Board. Our restated certificate of incorporation and our restated bylaws provide that our board of directors is classified into three classes of directors. The existence of a classified board of directors could delay a successful tender offeror from obtaining majority control of our board of directors, and the prospect of that delay might deter a potential offeror.
•Directors Removed Only for Cause. Our restated certificate of incorporation provides that stockholders may remove directors only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding capital stock.
•Supermajority Requirements for Amendments of Our Restated Certificate of Incorporation and Restated Bylaws. Our restated certificate of incorporation further provides that the affirmative vote of holders of at least two-thirds (2/3) of the voting power of all of the then outstanding shares of capital stock are required to amend certain provisions of our restated certificate of incorporation, including provisions relating to the classified board, the size of our board of directors, removal of directors, special meetings, actions by written consent and designation of our preferred stock. In addition, the affirmative vote of holders of 75% of the voting power of each of our Class A common stock and Class B common stock, voting separately by class, is required to amend the provisions of our restated certificate of incorporation relating to the terms of our Class A common stock or Class B common stock. The affirmative vote of holders of at least two-thirds (2/3) of the voting power of all of the then outstanding shares of capital stock is required to amend or repeal our restated bylaws, although our restated bylaws may be amended by a simple majority vote of our board of directors. Additionally, in the case of any proposed adoption, amendment, or repeal of any provisions of the restated bylaws that is approved by our board of directors and submitted to the stockholders for adoption, if two-thirds (2/3) of our board of directors has approved such adoption, amendment, or repeal of any provisions of our restated bylaws, then only the affirmative vote of a majority of the voting power of all of the then outstanding shares of capital stock shall be required to adopt, amend, or repeal any provision of our restated bylaws.
•Stockholder Action; Special Meetings of Stockholders. Our restated certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, holders of our capital stock are not be able to amend our restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our restated bylaws. Our restated certificate of incorporation and our restated bylaws provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors or our chief executive officer, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.
•Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
        

•No Cumulative Voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our restated certificate of incorporation and restated bylaws do not provide for cumulative voting.
•Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 50,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.
•Choice of Forum. In addition, our restated certificate of incorporation provides that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation or our restated bylaws; any action asserting a claim against us that is governed by the internal affairs doctrine; or any to interpret, apply, enforce, or determine the validity of the restated certificate of incorporation or restated bylaws. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. Our restated certificate of incorporation also provides that the federal district courts of the United States are, to the fullest extent permitted by law, the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the “Federal Forum Provision”). While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court which recently found that such provisions are facially valid under Delaware law or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, the Federal Forum Provision applies, to the fullest extent permitted by law, to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or other team members, which may discourage lawsuits against us and our directors, officers, and other team members.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A common stock and Class B common stock is Computershare Trust Company, N.A.
Exchange Listing
Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “GTLB.”

        
EX-21.1 3 gitlab-20220131xexx211fy22.htm EX-21.1 Document
Exhibit 21.1
List of Subsidiaries of GitLab Inc.
(including place of incorporation)
Gitlab Federal, LLC – (United States)
Gitlab GK – (Japan)
Gitlab Korea Limited – (South Korea)
Gitlab B.V. – (Netherlands)
Gitlab IT B.V. – (Netherlands)
Gitlab UK Limited – (United Kingdom)
Gitlab GmbH – (Germany)
Gitlab PTY Ltd – (Australia)
Gitlab Canada Corp. – (Canada)
Gitlab France SAS – (France)
Gitlab Ireland Limited – (Ireland)
Gitlab Singapore Holding PTE Ltd – (Singapore)
Gitlab Singapore PTE Ltd – (Singapore)
GitLab Information Technology (Hubei) Co., Ltd. – (China)
Meltano, Inc. – (United States)
Opstrace LLC (USA), Opstrace GmbH (Germany)

        
EX-23.1 4 gitlab-20220131xexx231fy22.htm EX-23.1 Document
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-260245, 333-261537) on Form S-8 of our report dated April 8, 2022, with respect to the consolidated financial statements of GitLab Inc.

/s/ KPMG LLP
Pittsburgh, Pennsylvania
April 8, 2022


EX-31.1 5 gitlab-20220131xexx311fy22.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sytse Sijbrandij, certify that:
1.I have reviewed this Annual Report on Form 10-K of GitLab Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 8, 2022
By:/s/ Sytse Sijbrandij
Sytse Sijbrandij
Chief Executive Officer
(Principal Executive Officer)

 EX-31.2 6 gitlab-20220131xexx312fy22.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Robins, certify that:
1.I have reviewed this Annual Report on Form 10-K of GitLab Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 8, 2022
By:/s/ Brian Robins
Brian Robins
Chief Financial Officer
(Principal Financial Officer)

 EX-32.1 7 gitlab-20220131xexx321fy22.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Sytse Sijbrandij, Chief Executive Officer of GitLab Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Annual Report on Form 10-K of the Company for the year ended January 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company.
Date: April 8, 2022
By:/s/ Sytse Sijbrandij
Sytse Sijbrandij
Chief Executive Officer
(Principal Executive Officer)
        
 EX-32.2 8 gitlab-20220131xexx322fy22.htm EX-32.2 Document

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian Robins, Chief Financial Officer of GitLab Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Annual Report on Form 10-K of the Company for the year ended January 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.the information contained in the Report fairly presents, in all material respects, the financial condition, and results of operations of the Company.
Date: April 8, 2022
By:/s/ Brian Robins
Brian Robins
Chief Financial Officer
(Principal Financial Officer)
        
 EX-101.SCH 9 gtlb-20220131.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0001001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 0002002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 1001003 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1002004 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1003005 - Statement - Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 1004006 - Statement - Consolidated Statements of Comprehensive Loss link:presentationLink link:calculationLink link:definitionLink 1005007 - Statement - Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) link:presentationLink link:calculationLink link:definitionLink 1006008 - Statement - Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1007009 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 2101101 - Disclosure - Organization and Description of Business link:presentationLink link:calculationLink link:definitionLink 2402401 - Disclosure - Organization and Description of Business (Details) link:presentationLink link:calculationLink link:definitionLink 2103102 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2204201 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2407403 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contract Acquisition Costs (Details) link:presentationLink link:calculationLink link:definitionLink 2108103 - Disclosure - Revenues link:presentationLink link:calculationLink link:definitionLink 2309302 - Disclosure - Revenues (Tables) link:presentationLink link:calculationLink link:definitionLink 2410404 - Disclosure - Revenues - Disaggregation of Revenue by Product and Service (Details) link:presentationLink link:calculationLink link:definitionLink 2411405 - Disclosure - Revenues - Disaggregation of Revenue by Geographic Region (Details) link:presentationLink link:calculationLink link:definitionLink 2412406 - Disclosure - Revenues - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2412406 - Disclosure - Revenues - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2113104 - Disclosure - Balance Sheet Components link:presentationLink link:calculationLink link:definitionLink 2314303 - Disclosure - Balance Sheet Components (Tables) link:presentationLink link:calculationLink link:definitionLink 2415407 - Disclosure - Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2416408 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 2417409 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment by Geographical Distribution (Details) link:presentationLink link:calculationLink link:definitionLink 2418410 - Disclosure - Balance Sheet Components - Schedule of Other Long-Term Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2419411 - Disclosure - Balance Sheet Components - Schedule of Other Long-Term Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2420412 - Disclosure - Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2421413 - Disclosure - Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 2422414 - Disclosure - Balance Sheet Components - Other Long-Term Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2123105 - Disclosure - Business Combination link:presentationLink link:calculationLink link:definitionLink 2324304 - Disclosure - Business Combination (Tables) link:presentationLink link:calculationLink link:definitionLink 2425415 - Disclosure - Business Combination - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2426416 - Disclosure - Business Combination - Schedule of Total Consideration Transferred (Details) link:presentationLink link:calculationLink link:definitionLink 2427417 - Disclosure - Business Combination - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) link:presentationLink link:calculationLink link:definitionLink 2428418 - Disclosure - Business Combination - Schedule of Supplemental Noncash Investing Activities (Details) link:presentationLink link:calculationLink link:definitionLink 2129106 - Disclosure - Goodwill and Intangible Assets, Net link:presentationLink link:calculationLink link:definitionLink 2330305 - Disclosure - Goodwill and Intangible Assets, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 2431419 - Disclosure - Goodwill and Intangible Assets, Net - Rollforward of Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 2432420 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2433421 - Disclosure - Goodwill and Intangible Assets, Net - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2434422 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2135107 - Disclosure - Debt Financing link:presentationLink link:calculationLink link:definitionLink 2436423 - Disclosure - Debt Financing (Details) link:presentationLink link:calculationLink link:definitionLink 2137108 - Disclosure - Team Member Benefit Plans link:presentationLink link:calculationLink link:definitionLink 2438424 - Disclosure - Team Member Benefit Plans (Details) link:presentationLink link:calculationLink link:definitionLink 2139109 - Disclosure - Equity link:presentationLink link:calculationLink link:definitionLink 2340306 - Disclosure - Equity (Tables) link:presentationLink link:calculationLink link:definitionLink 2441425 - Disclosure - Equity - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2442426 - Disclosure - Equity - Schedule of Stock Reserved For Future Issuance (Details) link:presentationLink link:calculationLink link:definitionLink 2443427 - Disclosure - Equity - Summary of Convertible Preferred Stock Outstanding (Details) link:presentationLink link:calculationLink link:definitionLink 2444428 - Disclosure - Equity - Awards Available for Grant (Details) link:presentationLink link:calculationLink link:definitionLink 2445429 - Disclosure - Equity - Summary of Stock Option Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2446430 - Disclosure - Equity - Schedule of Weighted Average Fair Value Assumptions (Details) link:presentationLink link:calculationLink link:definitionLink 2447431 - Disclosure - Equity - Stock-Based Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2148110 - Disclosure - Joint Venture and Majority Owned Subsidiary link:presentationLink link:calculationLink link:definitionLink 2349307 - Disclosure - Joint Venture and Majority Owned Subsidiary (Tables) link:presentationLink link:calculationLink link:definitionLink 2450432 - Disclosure - Joint Venture and Majority Owned Subsidiary - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2451433 - Disclosure - Joint Venture and Majority Owned Subsidiary - Schedule of Inter-Company Eliminations (Details) link:presentationLink link:calculationLink link:definitionLink 2152111 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2353308 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2454434 - Disclosure - Income Taxes - Components of Total Income (Loss) From Continuing Operations (Details) link:presentationLink link:calculationLink link:definitionLink 2455435 - Disclosure - Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) link:presentationLink link:calculationLink link:definitionLink 2456436 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details) link:presentationLink link:calculationLink link:definitionLink 2457437 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2458438 - Disclosure - Income Taxes - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2459439 - Disclosure - Income Taxes - Schedule of Unrecognized Tax Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 2160112 - Disclosure - Net Loss per Share link:presentationLink link:calculationLink link:definitionLink 2361309 - Disclosure - Net Loss per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2462440 - Disclosure - Net Loss per Share - Schedule of Earning Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 2463441 - Disclosure - Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) link:presentationLink link:calculationLink link:definitionLink 2164113 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 2365310 - Disclosure - Related Party Transactions (Tables) link:presentationLink link:calculationLink link:definitionLink 2466442 - Disclosure - Related Party Transactions - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2467443 - Disclosure - Related Party Transactions - Schedule of Stock-Based Compensation (Details) link:presentationLink link:calculationLink link:definitionLink 2168114 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 2369311 - Disclosure - Commitments and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 2470444 - Disclosure - Commitments and Contingencies - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2471445 - Disclosure - Commitments and Contingencies - Hosting Infrastructure Commitments (Details) link:presentationLink link:calculationLink link:definitionLink 2172115 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 2473446 - Disclosure - Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink 2174116 - Disclosure - Schedule II: Valuation and Qualifying Accounts link:presentationLink link:calculationLink link:definitionLink 2475447 - Disclosure - Schedule II: Valuation and Qualifying Accounts (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 10 gtlb-20220131_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 11 gtlb-20220131_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 12 gtlb-20220131_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Developed technology from asset acquisition Developed Technology Rights, Asset Acquisition [Member] Developed Technology Rights, Asset Acquisition Proceeds from warrants exercised Proceeds from Warrant Exercises Customer [Domain] Customer [Domain] Audit Information [Abstract] Audit Information [Abstract] Foreign exchange gains (losses) Foreign Currency Transaction Gain (Loss), Realized Tax at federal statutory rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent Net Loss per Share Attributable to Common Stockholders Earnings Per Share, Policy [Policy Text Block] Aggregate Intrinsic value (in millions) Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Aggregate Intrinsic Value [Abstract] Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Aggregate Intrinsic Value Leasehold improvements Leasehold Improvements [Member] Net loss attributable to GitLab Net Income (Loss) Attributable to Parent Consolidated Entities [Axis] Consolidated Entities [Axis] Schedule of Business Acquisitions, by Acquisition Schedule of Business Acquisitions, by Acquisition [Table Text Block] Options expected to vest Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Intrinsic Value Net operating loss carryforwards Deferred Tax Assets, Operating Loss Carryforwards Preferred stock, shares outstanding (in shares) Preferred Stock, Shares Outstanding Accrued compensation and benefits Employee-related Liabilities, Current Deferred offering costs Deferred Offering Costs Income Statement Location [Axis] Income Statement Location [Axis] Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Acquisition related costs Business Combination, Acquisition Related Costs Statistical Measurement [Domain] Statistical Measurement [Domain] Segment Reporting Segment Reporting, Policy [Policy Text Block] Security Exchange Name Security Exchange Name Issuance costs Temporary Equity, Shares Issued During Period, Issuance Costs Temporary Equity, Shares Issued During Period, Issuance Costs Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Revenue from Contract with Customer [Abstract] Discount rate (as a percent) Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date Contingent stock consideration in connection with business combination Stock Issued During Period, Value, Contingent Stock, Acquisitions Stock Issued During Period, Value, Contingent Stock, Acquisitions Options forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period Foreign Currency Foreign Currency Transactions and Translations Policy [Policy Text Block] Unvested early exercised stock options Unvested Early Exercised Stock Options [Member] Unvested Early Exercised Stock Options Convertible preferred stock, shares outstanding (in shares) Convertible Preferred Stock, beginning balance (in shares) Convertible Preferred Stock, ending balance (in shares) Temporary Equity, Shares Outstanding Other long-term assets Other long-term assets Other Assets, Noncurrent Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Contributions received from noncontrolling interests Proceeds from Noncontrolling Interests Shares available for issuance under Equity Incentive Plans (in shares) Balance, beginning of period (in shares) Balance, end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Dividend yield Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Retirement Benefits [Abstract] Net increase (decrease) in cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Acquired Finite-Lived Intangible Assets [Line Items] Acquired Finite-Lived Intangible Assets [Line Items] Acquisition related consideration withheld in an escrow Contingent Consideration Held In Escrow, Liability, Noncurrent Contingent Consideration Held In Escrow, Liability, Noncurrent Entity File Number Entity File Number Share price volatility (as a percent) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Deferred tax liabilities Deferred Tax and Other Liabilities, Noncurrent Stock-based compensation expense APIC, Share-based Payment Arrangement, Increase for Cost Recognition Acquired intangibles Deferred Tax Liabilities, Intangible Assets Intrinsic value of options exercised Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Options cancelled and forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] Credit Concentration Risk Credit Concentration Risk [Member] Additions SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense Subsequent Event Type [Domain] Subsequent Event Type [Domain] Deferred tax liability Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Organization, Consolidation and Presentation of Financial Statements [Abstract] Amortization of intangible assets Amortization of Intangible Assets Intangible assets acquired, useful life Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Gross increases and decreases due to tax positions taken in prior periods Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Potentially dilutive securities (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Deferred revenue recognized Contract with Customer, Liability, Revenue Recognized Research and development Research and Development Expense [Member] Sale of Stock [Axis] Sale of Stock [Axis] Subsequent Events [Abstract] Prepaid income taxes Prepaid Taxes Net deferred tax assets Deferred Tax Assets, Net of Valuation Allowance Business Combination and Asset Acquisition [Abstract] Cash, Cash Equivalents, and Restricted Cash Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Stock split conversion ratio Stockholders' Equity Note, Stock Split, Conversion Ratio Tender Offer Tender Offer [Member] Tender Offer Net loss before income taxes Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax RSU grant date fair value (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Business Acquisition [Axis] Business Acquisition [Axis] Payroll taxes payable Accrued Payroll Taxes Title of Individual [Domain] Title of Individual [Domain] Valuation Allowance [Line Items] Valuation Allowance [Line Items] Award Type [Domain] Award Type [Domain] ASSETS Assets [Abstract] Related Party Transactions [Abstract] Weighted Average Remaining Years Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Exercisable (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Award vesting period Business Acquisition, Equity Interest Issued or Issuable, Award Vesting Period Business Acquisition, Equity Interest Issued or Issuable, Award Vesting Period Other long-term liabilities Increase (Decrease) in Other Noncurrent Liabilities Prepaid payroll deposits Prepaid Payroll Deposits, Current Prepaid Payroll Deposits, Current RSUs granted in period (in shares) RSUs granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Options vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number Goodwill and Intangible Assets, Net Goodwill and Intangible Assets Disclosure [Text Block] Concentration risk, percentage Concentration Risk, Percentage Preferred stock, $0.0000025 par value; 50,000 shares and no shares authorized as of January 31, 2022 and January 31, 2021, respectively; no shares issued and outstanding as of January 31, 2022 and January 31, 2021, respectively Preferred Stock, Value, Issued Finite-lived intangible assets acquired Finite-lived Intangible Assets Acquired Property and Equipment, net Property, Plant and Equipment, Policy [Policy Text Block] Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised Accrued expenses and other current liabilities Accrued expenses and other current liabilities Accrued Liabilities and Other Liabilities, Current Accrued Liabilities and Other Liabilities, Current Opstrace Inc. Opstrace Inc. [Member] Opstrace Inc. Options issued and outstanding (in shares) Balance, beginning of period (in shares) Balance, end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Accumulated Deficit Retained Earnings [Member] IPO IPO [Member] Investment duration (in years) Variable Interest Entity, Investment Duration Variable Interest Entity, Investment Duration Debt Instrument [Axis] Debt Instrument [Axis] Prepaid expenses and other current assets Increase (Decrease) in Prepaid Expense and Other Assets Advertising Costs Advertising Cost [Policy Text Block] China CHINA Costs deferred related to contract acquisition Increase (Decrease) In Capitalized Contract Costs Increase (Decrease) In Capitalized Contract Costs Valuation Allowance [Table] Valuation Allowance [Table] Ownership percentage Noncontrolling Interest, Ownership Percentage by Parent Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Conversion of stock Stock Issued During Period, Value, Conversion of Convertible Securities Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] License—self-managed and other License, Professional Services, and Other [Member] License, Professional Services, and Other Related Party [Axis] Related Party [Axis] Stock repurchased Stock Repurchased and Retired During Period, Value Accounts receivable Increase (Decrease) in Accounts Receivable Unpaid property and equipment in accrued expenses Capital Expenditures Incurred but Not yet Paid Temporary Equity Temporary Equity [Table Text Block] Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Accrued expenses and other current liabilities Increase (Decrease) In Accrued Liabilities And Other Liabilities Increase (Decrease) In Accrued Liabilities And Other Liabilities Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Award vesting percentage Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Commitments and Contingencies Disclosure [Abstract] Comprehensive loss including noncontrolling interest Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] Purchase period (in months) Share-based Compensation Arrangement by Share-based Payment Award, Purchase Period Share-based Compensation Arrangement by Share-based Payment Award, Purchase Period Number of investors Noncontrolling Interest, Number of Noncontrolling Investors Noncontrolling Interest, Number of Noncontrolling Investors Other Noncurrent Liabilities Other Noncurrent Liabilities [Table Text Block] Number of operating segments Number of Operating Segments Acquisition related contingent cash consideration Contingent cash consideration (classified under accrued expenses and other current liabilities) Business Combination, Contingent Consideration, Liability, Current Basic (in USD per share) Net loss per share attributable to GitLab Class A and Class B common stockholders, basic Earnings Per Share, Basic Revenues Revenue from Contract with Customer [Text Block] Document Information [Line Items] Document Information [Line Items] Conversion of convertible preferred stock to Class B common stock upon initial public offering (in shares) Temporary Equity, Shares Redeemed Upon Conversion, Shares Temporary Equity, Shares Redeemed Upon Conversion, Shares Share-based compensation awards other than options (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] Commitments and Contingencies, Policy Commitments and Contingencies, Policy [Policy Text Block] Disaggregation of Revenue Disaggregation of Revenue [Table Text Block] Defined contribution plan, contribution amount Defined Contribution Plan, Cost Geographic Concentration Risk Geographic Concentration Risk [Member] Schedule II: Valuation and Qualifying Accounts SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] Developed technology Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles Beginning balance Ending balance Capitalized Contract Cost, Net Accrued expenses and payroll Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Accrued Liabilities And Payroll Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Accrued Liabilities And Payroll Net deferred tax liabilities Deferred tax liabilities, net Deferred Tax Liabilities, Net Other non-cash expense Other Noncash Income (Expense) Deferred contract acquisition costs, non-current Capitalized Contract Cost, Net, Noncurrent Research and Development Research and Development Expense, Policy [Policy Text Block] Computer and office equipment Computer And Office Equipment [Member] Computer And Office Equipment Consideration transferred Business Combination, Consideration Transferred Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] Goodwill [Roll Forward] Goodwill [Roll Forward] Entity Voluntary Filers Entity Voluntary Filers Convertible preferred stock, par value (in USD per share) Temporary Equity, Par or Stated Value Per Share Aggregate intrinsic value, options vested Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value Plan Name [Axis] Plan Name [Axis] CASH FLOWS FROM INVESTING ACTIVITIES: Net Cash Provided by (Used in) Investing Activities [Abstract] Unrealized foreign exchange (gain) loss Foreign Currency Transaction Gain (Loss), Unrealized Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Series safe A2 Series Safe A2 Preferred Stock [Member] Series Safe A2 Preferred Stock Goodwill impairment Goodwill, Impairment Loss Foreign currency translation adjustments attributable to noncontrolling interest Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest Income Tax Disclosure [Abstract] Entity Small Business Entity Small Business Conversion Of Stock By Selling Stockholder Upon Initial Public Offering Conversion Of Stock By Selling Stockholder Upon Initial Public Offering [Member] Conversion Of Stock By Selling Stockholder Upon Initial Public Offering Allocation of price (as a percet) Revenue From Contracts With Customer, Allocation Of Transaction Price, Percentage Revenue From Contracts With Customer, Allocation Of Transaction Price, Percentage Gross increases and decreases due to tax position taken in current period Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions SaaS Subscription, Software As A Service [Member] Subscription, Software As A Service Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Supplemental disclosure of cash flow information: Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) Liabilities and Equity Other Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Accrued expenses Other Accrued Liabilities, Current Period one Share-based Payment Arrangement, Tranche One [Member] Deferred revenue, current Contract with Customer, Liability, Current 1-3 Years Purchase Obligation, to be Paid, Year One, Two, and Three Purchase Obligation, to be Paid, Year One, Two, and Three Options exercised (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Restricted cash Restricted Cash Series safe A1 Series Safe A1 Preferred Stock [Member] Series Safe A1 Preferred Stock Additional paid-in capital Additional Paid in Capital LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) Liabilities and Equity [Abstract] Unrecognized tax benefits that would effect tax rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate Proceeds from initial public offering, net of underwriting discounts Proceeds from Issuance Initial Public Offering Accounts payable Increase (Decrease) in Accounts Payable Options granted (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Granted, Weighted Average Remaining Contractual Term Share-based Compensation Arrangement by Share-based Payment Award, Options, Granted, Weighted Average Remaining Contractual Term Schedule of Other Current Assets Schedule of Other Current Assets [Table Text Block] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] CASH FLOWS FROM OPERATING ACTIVITIES: Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract] Net Loss per Share Earnings Per Share [Text Block] Operating expenses: Operating Expenses [Abstract] Entity Interactive Data Current Entity Interactive Data Current Research tax credit Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent Gross increases and decreases due to settlements with taxing authorities Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Issuance of common stock related to vested exercised stock options Stock Issued During Period, Value, Stock Options Exercised Minimum Minimum [Member] Affiliated Entity Affiliated Entity [Member] Noncontrolling Interest [Abstract] Gross profit Gross Profit Impact of foreign exchange on cash, cash equivalents and restricted cash Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Founders and Employees Founders and Employees [Member] Founders and Employees Comprehensive loss attributable to noncontrolling interest Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest Preferred stock, shares authorized (in shares) Preferred Stock, Shares Authorized Unrecognized tax benefits Total unrecognized tax benefits at February 1, 2021 Total unrecognized tax benefits at January 31, 2022 Unrecognized Tax Benefits Subsidiaries Subsidiaries [Member] Income Tax Authority [Domain] Income Tax Authority [Domain] Gross deferred tax assets Deferred Tax Assets, Gross Weighted-average volatility Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Entity Address, State or Province Entity Address, State or Province Deferred compensation liability, noncurrent Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent Capital contributions from noncontrolling interest holders Noncontrolling Interest, Increase from Sale of Parent Equity Interest ESPP employee contributions Accrued Employee Benefits, Current Issuance of common stock in connection with business combination, net Stock Issued During Period, Value, Acquisitions CURRENT LIABILITIES: Liabilities, Current [Abstract] Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs Stock Issued During Period, Value, New Issues General and administrative General and Administrative Expense Payments for business combination, net of cash acquired and consideration withheld in an escrow Payments to Acquire Businesses, Net of Cash Acquired Debt Financing Debt Disclosure [Text Block] Stockholders' Equity, beginning balance (in shares) Stockholders' Equity, ending balance (in shares) Shares, Outstanding Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Intangibles Deferred Tax Assets, Goodwill and Intangible Assets Line of Credit Line of Credit [Member] Accounting Policies [Abstract] Beginning balance (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Payments of deferred offering costs Payments of deferred offering costs Payments of Stock Issuance Costs Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs (in shares) Stock Issued During Period, Shares, New Issues Document Transition Report Document Transition Report Schedule of Error Corrections and Prior Period Adjustment Restatement [Table] Schedule of Error Corrections and Prior Period Adjustment Restatement [Table] Common stock, value, issued Common Stock, Value, Issued Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Minimum service commitment Long-term Purchase Commitment, Amount Period for recognition (in years) Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Addition Goodwill, Acquired During Period Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Commitments and contingencies (Note 14) Commitments and Contingencies Subsequent Event [Table] Subsequent Event [Table] Accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss), Net of Tax Cash consideration held back Business Combination, Consideration Transferred, Amount Held Back As Partial Security Business Combination, Consideration Transferred, Amount Held Back As Partial Security For Indemnification Claims Entity Emerging Growth Company Entity Emerging Growth Company Allowance for doubtful accounts Accounts Receivable, Allowance for Credit Loss, Current Business Combination Business Combination Disclosure [Text Block] Restricted Stock Restricted Stock [Member] ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Options vested (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Weighted Average Exercise Price Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Product Concentration Risk Product Concentration Risk [Member] Deferred offering cost capitalized Deferred Offering Cost, Capitalization Deferred Offering Cost, Capitalization Schedule of Other Assets, Noncurrent Schedule of Other Assets, Noncurrent [Table Text Block] Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Ownership [Axis] Ownership [Axis] Foreign Deferred Foreign Income Tax Expense (Benefit) Legal Entity [Axis] Legal Entity [Axis] Auditor Name Auditor Name Cover [Abstract] Revenue from External Customers by Geographic Areas Revenue from External Customers by Geographic Areas [Table Text Block] Class of Stock [Axis] Class of Stock [Axis] Accruals and other assets Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities Warrants issued and outstanding (in shares) Class of Warrant or Right, Outstanding Issuance of common stock related to early exercised stock options, net of repurchases (in shares) Stock Issued During Period, Shares, Early Exercise Of Options Stock Issued During Period, Shares, Early Exercise Of Options IPO, Shares From Existing Stockholder IPO, Shares From Existing Stockholder [Member] IPO, Shares From Existing Stockholder Consideration received on transaction, net of discounts Sale of Stock, Consideration Received on Transaction Income Tax Authority [Axis] Income Tax Authority [Axis] Options vested (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Weighted Average Remaining Contractual Term Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Weighted Average Remaining Contractual Term Noncontrolling Interest [Line Items] Noncontrolling Interest [Line Items] Prepaid expenses and other current assets Total prepaid expense and other current assets Prepaid Expense and Other Assets, Current Transaction price (in dollars per share) Stock Repurchased During Period, Transaction Price Stock Repurchased During Period, Transaction Price Convertible preferred stock, $0.0000025 par value; no shares and 79,959 shares authorized as of January 31, 2022 and January 31, 2021, respectively; no shares and 79,551 shares issued and outstanding as of January 31, 2022 and January 31, 2021, respectively Convertible Preferred Stock, beginning balance Convertible Preferred Stock, ending balance Carrying value of convertible preferred stock Temporary Equity, Carrying Amount, Attributable to Parent Entity [Domain] Entity [Domain] Vested Options Vested Options [Member] Vested Options Business combination, stock issued (in shares) Business Acquisition, Equity Interest Issued or Issuable, Number of Shares Revenue Total revenue Revenue from Contract with Customer, Excluding Assessed Tax Stock-based compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost Revenue from Contract with Customer, Product and Service Benchmark Revenue from Contract with Customer, Product and Service Benchmark [Member] Current: Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Stock options Shares subject to outstanding common stock options Share-based Payment Arrangement, Option [Member] Document Information [Table] Document Information [Table] Equity [Abstract] Comprehensive Loss and Accumulated Other Comprehensive Income (Loss) Comprehensive Income, Policy [Policy Text Block] Common Stock Common Stock [Member] Interest income Investment Income, Interest Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Loss from operations Operating Income (Loss) Shares subject to repurchase obligation (in shares) Common Stock, Capital Shares Subject to Repurchase Obligation Common Stock, Capital Shares Subject to Repurchase Obligation Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] 2024 Finite-Lived Intangible Asset, Expected Amortization, Year Two Series E financing, less issuance costs of $326 Temporary Equity, Stock Issued During Period, Value, New Issues Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Document Fiscal Year Focus Document Fiscal Year Focus Stock-based compensation expense Share-based Payment Arrangement, Noncash Expense Additional Paid-in Capital Additional Paid-in Capital [Member] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Depreciation Depreciation Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table] Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table] Series D Series D Preferred Stock [Member] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis] Prepaid advertising costs Prepaid Advertising One Distribution Channel One Distribution Channel [Member] One Distribution Channel Other income (expense), net Other income, net Other Nonoperating Income (Expense) Shares repurchased (in shares) Stock Repurchased and Retired During Period, Shares Vesting of early exercised stock options Stock Issued Other investing activities Payments for (Proceeds from) Other Investing Activities Prepaid insurance Prepaid Insurance Purchases of property and equipment Payments to Acquire Property, Plant, and Equipment Other current liabilities Other Liabilities, Current Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] Deferred revenue Deferred Tax Assets, Deferred Income Maximum Maximum [Member] Share-based Payment Arrangement [Abstract] TOTAL LIABILITIES Total liabilities Liabilities Proceeds from maturities of short-term investments Proceeds from Maturities, Prepayments and Calls of Short-term Investments Voting rights, vote per share Common Stock, Voting Rights, Votes Common Stock, Voting Rights, Votes Schedule of Accrued Liabilities Schedule of Accrued Liabilities [Table Text Block] 2023 Finite-Lived Intangible Asset, Expected Amortization, Year One Award Type [Axis] Award Type [Axis] Options granted (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price CASH FLOWS FROM FINANCING ACTIVITIES: Net Cash Provided by (Used in) Financing Activities [Abstract] Beginning balance Ending balance Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Options cancelled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period Total GitLab stockholders' equity (deficit) Stockholders' Equity Attributable to Parent Acquisition related contingent cash consideration Contingent Cash Consideration, Liability, Noncurrent Contingent Cash Consideration, Liability, Noncurrent Net operating loss carryforwards Operating Loss Carryforwards Common stock, shares issued (in shares) Common Stock, Shares, Issued Automatic annual increase period (in years) Share-based Compensation Arrangement by Share-based Payment Award, Automatic Annual Increase, Period Share-based Compensation Arrangement by Share-based Payment Award, Automatic Annual Increase, Period Preferred stock, shares issued (in shares) Preferred Stock, Shares Issued Service commitment period (in years) Long-term Purchase Commitment, Period Goodwill and Intangible Assets Disclosure [Abstract] Entity Address, City or Town Entity Address, City or Town Other long-term assets Other Assets, Miscellaneous, Noncurrent Loan and Security Agreement Loan and Security Agreement [Member] Loan and Security Agreement Number of threshold stock price targets Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Number of Threshold Stock Price Targets Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Number of Threshold Stock Price Targets Repurchase of common stock in a tender offer Payments for Repurchase of Common Stock Property and equipment, useful life Property, Plant and Equipment, Useful Life STOCKHOLDERS’ EQUITY (DEFICIT): Stockholders' Equity Attributable to Parent [Abstract] Supplemental disclosure of non-cash investing and financing activities: Noncash Investing and Financing Items [Abstract] Schedule of Unrecognized Tax Benefits Roll Forward Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Internal-use software Software and Software Development Costs [Member] Concentration of Credit Risk and Significant Customers Concentration Risk, Credit Risk, Policy [Policy Text Block] Series E financing, less issuance costs of $326 (in shares) Temporary Equity, Stock Issued During Period, Shares, New Issues Temporary Equity, Stock Issued During Period, Shares, New Issues Total current Current Income Tax Expense (Benefit) Accrued compensation and benefits Increase (Decrease) in Employee Related Liabilities Deferred: Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Team Member Benefit Plans Defined Contribution Plan [Text Block] Net assets acquired Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net Tax benefit for stock-based compensation expense Share-based Payment Arrangement, Expense, Tax Benefit Noncash Or Part Noncash Acquisition, Equity Issued Noncash Or Part Noncash Acquisition, Equity Issued Noncash Or Part Noncash Acquisition, Equity Issued Amortization of deferred contract acquisition costs Amortized during the year Capitalized Contract Cost, Amortization Accumulated deficit Retained Earnings (Accumulated Deficit) Noncash Or Part Noncash Acquisition, Amount Withheld In Escrow Noncash Or Part Noncash Acquisition, Amount Withheld In Escrow Noncash Or Part Noncash Acquisition, Amount Withheld In Escrow Expiration period (in years) Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Indirect taxes payable Accrual for Taxes Other than Income Taxes, Current RSUs Restricted Stock Units (RSUs) [Member] Issuance of common stock upon conversion of preferred stock Conversion of Stock, Amount Converted Statement of Stockholders' Equity [Abstract] Entity Filer Category Entity Filer Category Accrued team member related payables, excluding commissions Other Employee-related Liabilities, Current Business Acquisition [Line Items] Business Acquisition [Line Items] Risk-free interest rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Period two Share-based Payment Arrangement, Tranche Two [Member] Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above: Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] Income Statement [Abstract] Entity Registrant Name Entity Registrant Name Noncash Or Part Noncash Acquisition, Contingent Cash Liability Noncash Or Part Noncash Acquisition, Contingent Cash Liability Noncash Or Part Noncash Acquisition, Contingent Cash Liability Write-offs or Deductions SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction Short-term investments Short-term Investments Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Significant Accounting Policies [Text Block] Related Party Transaction [Axis] Related Party Transaction [Axis] Options forfeited (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Issuance of common stock upon conversion of preferred stock (in shares) Temporary Equity, Conversion To Permanent Equity, Shares Temporary Equity, Conversion To Permanent Equity, Shares Provision for (benefit from) income taxes Provision for (benefit from) income taxes Income Tax Expense (Benefit) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) Stockholders' Equity, beginning balance Stockholders' Equity, ending balance Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Conversion of convertible preferred stock to Class B common stock upon initial public offering Temporary Equity, Shares Redeemed Upon Conversion, Amount Temporary Equity, Shares Redeemed Upon Conversion, Amount Accounts receivable, net of allowance for doubtful accounts of $1,098 and $1,022 as of January 31, 2022 and January 31, 2021, respectively Accounts Receivable, after Allowance for Credit Loss, Current Amendment Flag Amendment Flag Asia Pacific Asia Pacific [Member] Equity Components [Axis] Equity Components [Axis] Entity Tax Identification Number Entity Tax Identification Number SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Antidilutive Securities [Axis] Antidilutive Securities [Axis] Document Fiscal Period Focus Document Fiscal Period Focus Total current assets Assets, Current Sales and marketing Selling and Marketing Expense [Member] Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Accounts Receivable Accounts Receivable [Member] Sale of Stock [Domain] Sale of Stock [Domain] RSUs cancelled and forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted Weighted Average Number of Shares Outstanding Reconciliation [Abstract] Net assets Net Assets Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Total accrued compensation and benefits Employee-related Liabilities Stock-Based Compensation Share-based Payment Arrangement [Policy Text Block] Warrant exercised Adjustments to Additional Paid in Capital, Warrant Issued Repurchase of common stock Stock Repurchased During Period, Value Statement of Financial Position [Abstract] Options cancelled (in USD per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] Increase in valuation allowance Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Contingent cash consideration (classified under other long-term liabilities) Business Combination, Contingent Consideration, Liability, Noncurrent Fair Value of Financial Instruments Fair Value Measurement, Policy [Policy Text Block] Compensation expense not yet recognized Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount Product and Service [Axis] Product and Service [Axis] Options repurchased (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Repurchased in Period Share-based Compensation Arrangement by Share-based Payment Award, Options, Repurchased in Period Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Shares reserved for issuance to charitable organizations (in shares) Common Stock, Capital Shares Reserved for Future Issuance To Charitable Organizations Common Stock, Capital Shares Reserved for Future Issuance To Charitable Organizations Preferred stock, par value (in USD per share) Preferred Stock, Par or Stated Value Per Share Entity Public Float Entity Public Float Stock-based compensation Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Chief Executive Officer Chief Executive Officer [Member] Options granted (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Equity Component [Domain] Equity Component [Domain] Sales and marketing Selling and Marketing Expense Foreign currency translation adjustments Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Repurchase of common stock (in shares) Stock Repurchased During Period, Shares Deferred contract acquisition cost, term Deferred Contract Acquisition Costs, Term Deferred Contract Acquisition Costs, Term Noncash Or Part Noncash Acquisition, Contingent Stock Liability Noncash Or Part Noncash Acquisition, Contingent Stock Liability Noncash Or Part Noncash Acquisition, Contingent Stock Liability Deferred tax assets: Components of Deferred Tax Assets [Abstract] Fair value of common stock issued on closing Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Statement [Line Items] Statement [Line Items] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] Deferred revenue Increase (Decrease) in Contract with Customer, Liability Issuance of common stock in connections with business combination, net (in shares) Stock Issued During Period, Shares, Acquisitions Restricted cash Restricted Cash, Noncurrent Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] Look-back period (in months) Share-based Compensation Arrangement by Share-based Payment Award, Look-back Period Share-based Compensation Arrangement by Share-based Payment Award, Look-back Period Remaining performance obligation Revenue, Remaining Performance Obligation, Amount Federal Domestic Tax Authority [Member] Series B Series B Preferred Stock [Member] Change in valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Conversion of Stock, Name [Domain] Conversion of Stock, Name [Domain] Meltano Inc. Meltano Inc. [Member] Meltano Inc. Warrants issued, number of tranches Issuance Of Warrants, Number Of Tranches Issuance Of Warrants, Number Of Tranches Debt Disclosure [Abstract] Disclosure of Share-based Compensation Arrangements by Share-based Payment Award Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] Loss before income taxes Loss before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Valuation allowance Deferred Tax Assets, Valuation Allowance Deferred revenue, non-current Contract with Customer, Liability, Noncurrent Auditor Location Auditor Location Conversion Of Class B To Class A Conversion Of Class B To Class A [Member] Conversion Of Class B To Class A Customer [Axis] Customer [Axis] Schedule of Stock Reserved For Future Issuance Schedule of Stock Reserved For Future Issuance [Table Text Block] Schedule of Stock Reserved For Future Issuance Purchases of short-term investments Payments to Acquire Short-term Investments Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant Use of Estimates Use of Estimates, Policy [Policy Text Block] Schedule of Earnings Per Share, Basic and Diluted Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Options granted (in shares) Options granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Document Annual Report Document Annual Report Share-based Payment Arrangement, Expensed and Capitalized, Amount Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] Entity Ex Transition Period Entity Ex Transition Period Options expected to vest (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Weighted Average Remaining Contractual Term Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Weighted Average Remaining Contractual Term Vesting [Axis] Vesting [Axis] Title of 12(b) Security Title of 12(b) Security Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases Proceeds from Issuance of Common Stock TOTAL ASSETS Assets of consolidated variable interest entity Total assets Assets Deferred tax liabilities: Components of Deferred Tax Liabilities [Abstract] Plan Name [Domain] Plan Name [Domain] Common stock, shares authorized (in shares) Common Stock, Shares Authorized Net loss attributable to GitLab, Diluted Net Income (Loss) Available to Common Stockholders, Diluted Geographical [Domain] Geographical [Domain] Net loss attributable to GitLab, Basic Net Income (Loss) Available to Common Stockholders, Basic Title of Individual [Axis] Title of Individual [Axis] Document Type Document Type Noncontrolling Interests Noncontrolling Interest [Member] Research and development Research and Development Expense Product and Service [Domain] Product and Service [Domain] 2021 Equity Incentive Plan 2021 Equity Incentive Plan [Member] 2021 Equity Incentive Plan Balance Sheet Components Supplemental Balance Sheet Disclosures [Text Block] Federal and State Current Federal, State and Local, Tax Expense (Benefit) Net loss attributable to noncontrolling interest Net Income (Loss) Attributable to Noncontrolling Interest Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] JiHu GitLab Information Technology (Hubei) Co., LTD ("JiHu") [Member] GitLab Information Technology (Hubei) Co., LTD ("JiHu") Added during the year Capitalized Contract Costs, Additions Capitalized Contract Costs, Additions Period of expected satisfaction (in months) Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period Net cash used in operating activities Net Cash Provided by (Used in) Operating Activities Tax credit carryforward Tax Credit Carryforward, Amount SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] Professional services and other Professional Services and Other [Member] Professional Services and Other Subsequent Event [Line Items] Subsequent Event [Line Items] Vesting of early exercised stock options APIC, Share-based Payment Arrangement, Early Exercised Options, Increase for Cost Recognition APIC, Share-based Payment Arrangement, Early Exercised Options, Increase for Cost Recognition Tax Credit Carryforward [Axis] Tax Credit Carryforward [Axis] Geographical [Axis] Geographical [Axis] Series safe A3 Series Safe A3 Preferred Stock [Member] Series Safe A3 Preferred Stock Stock Conversion Description [Axis] Stock Conversion Description [Axis] Basic (in shares) Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic Weighted Average Number of Shares Outstanding, Basic Diluted (in USD per share) Net loss per share attributable to GitLab Class A and Class B common stockholders, diluted Earnings Per Share, Diluted State State and Local Jurisdiction [Member] Share price (in USD per share) Sale of Stock, Price Per Share Vesting [Domain] Vesting [Domain] Contractual Obligation, Fiscal Year Maturity Contractual Obligation, Fiscal Year Maturity [Table Text Block] Cash paid for income taxes Income Taxes Paid, Net Warrant exercised (in shares) Adjustments To Additional Paid In Capital, Shares, Warrants Issued Adjustments To Additional Paid In Capital, Shares, Warrants Issued Subsequent Events Subsequent Events [Text Block] Comprehensive loss attributable to GitLab Comprehensive Income (Loss), Net of Tax, Attributable to Parent Convertible preferred stock, shares authorized (in shares) Temporary Equity, Shares Authorized Intangible assets, net Intangible Assets, Net (Excluding Goodwill) Cost of revenue Cost of Revenue Short-Term Investments Investment, Policy [Policy Text Block] Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities Related Party Transaction [Line Items] Related Party Transaction [Line Items] Award vesting period (in years) Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Interest and penalties recognized Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Conversion of stock (in shares) Stock Issued During Period, Shares, Conversion of Convertible Securities Grant date fair value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options Granted in Period, Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options Granted in Period, Fair Value Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Security deposits Security Deposit, Noncurrent Security Deposit, Noncurrent Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Variable Interest Entity, Primary Beneficiary Variable Interest Entity, Primary Beneficiary [Member] Accounts payable Accounts Payable, Current Contingent common stock consideration (classified under additional paid-in capital) Contingent Consideration Classified as Equity, Fair Value Disclosure Concentration Risk Type [Axis] Concentration Risk Type [Axis] Depreciation expense Depreciation, Depletion and Amortization 2025 Finite-Lived Intangible Asset, Expected Amortization, Year Three Schedule of Variable Interest Entities Schedule of Variable Interest Entities [Table Text Block] Foreign Foreign Tax Authority [Member] Common stock issued for warrant exercises (in shares) Share-Based Compensation Arrangement By Share-Based Payment Award, Stock Issued For Warrant Exercises Share-Based Compensation Arrangement By Share-Based Payment Award, Stock Issued For Warrant Exercises Business Combination Business Combinations Policy [Policy Text Block] Accumulated Other Comprehensive (Loss) Income AOCI Attributable to Parent [Member] Other assets Other Assets Convertible preferred stock (on an if-converted basis) Convertible Preferred Stock [Member] Common stock, shares outstanding (in shares) Common Stock, Shares, Outstanding Number of purchase periods Share-based Compensation Arrangement by Share-based Payment Award, Number Of Purchase Periods Share-based Compensation Arrangement by Share-based Payment Award, Number Of Purchase Periods Conversion To Dual Class Common Stock Structure Conversion To Dual Class Common Stock Structure [Member] Conversion To Dual Class Common Stock Structure Increase (Decrease) in Temporary Equity [Roll Forward] Increase (Decrease) in Temporary Equity [Roll Forward] Fair value of unvested restricted stock Business Acquisition, Equity Interest Issued or Issuable, Value Assigned Other long-term liabilities Other Sundry Liabilities, Noncurrent Document Period End Date Document Period End Date Class B Common Stock Common Class B [Member] Number of reporting units Number of Reporting Units Payments for asset acquisitions Payments to Acquire Intangible Assets Entity Central Index Key Entity Central Index Key Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Prepaid software subscriptions Prepaid Software Subscriptions Prepaid Software Subscriptions Number of Stock Options Outstanding (in thousands) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Consolidated Entities [Domain] Consolidated Entities [Domain] Issuance of common stock upon conversion of preferred stock Temporary Equity, Conversion To Permanent Equity, Value Temporary Equity, Conversion To Permanent Equity, Value State, net of federal benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Property, Plant and Equipment Property, Plant and Equipment [Table Text Block] Research tax credits Deferred Tax Assets, Tax Credit Carryforwards, Research Post-closing indemnification term Business Combination, Post-Closing Indemnification Claims, Term Business Combination, Post-Closing Indemnification Claims, Term Income Statement Location [Domain] Income Statement Location [Domain] Preferred Stock Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] Additional shares added (in shares) Awards authorized (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized Convertible preferred stock, shares issued (in shares) Temporary Equity, Shares Issued Property and equipment, net Property and equipment, net Property, Plant and Equipment, Net Other prepaid expenses Other Prepaid Expense, Current Total operating expenses Operating Expenses Options expected to vest (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Weighted Average Exercise Price Other non-current liabilities Total other long-term liabilities Other Liabilities, Noncurrent Options vested Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Intrinsic Value Deferred contract acquisition costs Deferred Tax Liabilities, Deferred Contract Acquisition Costs Deferred Tax Liabilities, Deferred Contract Acquisition Costs Fiscal Year Fiscal Period, Policy [Policy Text Block] Trading Symbol Trading Symbol Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted Earnings Per Share [Abstract] Property and equipment, gross Property, Plant and Equipment, Gross Ordinary Shares Ordinary Shares [Member] Ordinary Shares Noncontrolling Interest [Table] Noncontrolling Interest [Table] Foreign currency translation adjustments Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Related Party Transaction [Domain] Related Party Transaction [Domain] Revenue from Contract with Customer Benchmark Revenue from Contract with Customer Benchmark [Member] Unpaid deferred offering costs Deferred Offering Costs Incurred But Not Yet Paid Deferred Offering Costs Incurred But Not Yet Paid Warrant exercise price (in USD per share) Class of Warrant or Right, Exercise Price of Warrants or Rights Remaining performance obligation, percentage Revenue, Remaining Performance Obligation, Percentage Unrecognized tax benefits Effective Income Tax Rate Reconciliation, Tax Contingency, Percent Line of Credit Facility [Table] Line of Credit Facility [Table] Estimate of possible loss Loss Contingency Accrual Schedule of Noncash or Part Noncash Acquisitions Schedule of Noncash or Part Noncash Acquisitions [Table Text Block] Warrants Warrant [Member] Balance, beginning of period (in USD per share) Balance, end of period (in USD per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Series C Series C Preferred Stock [Member] Federal and State Deferred Federal, State and Local, Tax Expense (Benefit) Contingent liability for labor matters Loss Contingency, Labor Matters, Liability, Noncurrent Loss Contingency, Labor Matters, Liability, Noncurrent Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Stock-based compensation Total stock-based compensation expense, excluding tender offers Total stock-based compensation expense, tender offer Share-based Payment Arrangement, Expense Cost of Revenue Cost of Goods and Service [Policy Text Block] Research Tax Credit Carryforward Research Tax Credit Carryforward [Member] 2015 Equity Incentive Plan 2015 Equity Incentive Plan [Member] 2015 Equity Incentive Plan Europe Europe [Member] Entity Current Reporting Status Entity Current Reporting Status Fair value (in dollars per share) Stock Repurchased During Period, Fair Value Stock Repurchased During Period, Fair Value Ownership percentage by noncontrolling owners Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners Total Effective Income Tax Rate Reconciliation, Percent Series A Series A Preferred Stock [Member] Net proceeds from Series E preferred stock financing Proceeds From Issuance Of Temporary Equity Proceeds From Issuance Of Temporary Equity Net loss Net loss Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Schedule of Income before Income Tax, Domestic and Foreign Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Threshold stock price target (in USD per share) Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Threshold Stock Price Target Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Threshold Stock Price Target Class A Common Stock Common Class A [Member] Cash, cash equivalents and restricted cash at beginning of period Cash, cash equivalents and restricted cash at end of period Total cash, cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Class A and Class B common stock Common Class A and Class B [Member] Common Class A and Class B Tax Credit Carryforward, Name [Domain] Tax Credit Carryforward, Name [Domain] United States UNITED STATES Shares sold (in shares) Sale of Stock, Number of Shares Issued in Transaction Common stock, par value (in USD per share) Common Stock, Par or Stated Value Per Share Joint Venture and Majority Owned Subsidiary Variable Interest Entity Disclosure [Text Block] Options expected to vest (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Number Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Outstanding, Number Statement of Comprehensive Income [Abstract] CURRENT ASSETS: Assets, Current [Abstract] Gross Carrying Amount Finite-Lived Intangible Assets, Gross Common stock reserved for future issuance (in shares) Common stock reserved for future issuance (in shares) Common Stock, Capital Shares Reserved for Future Issuance Schedule of Finite-Lived Intangible Assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Income Taxes Income Tax, Policy [Policy Text Block] Impairment of Long-Lived Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Series E Series E Preferred Stock [Member] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Schedule of Accounts Payable and Accrued Liabilities Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Issuance of common stock related to vested exercised stock options (in shares) Options exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Less than 1 Year Purchase Obligation, to be Paid, Year One Diluted (in shares) Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, diluted Weighted Average Number of Shares Outstanding, Diluted US Income (Loss) from Continuing Operations before Income Taxes, Domestic Error Corrections and Prior Period Adjustments Restatement [Line Items] Error Corrections and Prior Period Adjustments Restatement [Line Items] Other countries All Other Countries [Member] All Other Countries Prepaid expenses for the Company’s events Prepaid Event Costs, Current Prepaid Event Costs, Current Income Taxes Income Tax Disclosure [Text Block] Over-Allotment Option Over-Allotment Option [Member] Related Party [Domain] Related Party [Domain] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Share-based Payment Arrangement, Option, Activity Share-based Payment Arrangement, Option, Activity [Table Text Block] Equity Stockholders' Equity Note Disclosure [Text Block] Gross increases and decreases due to lapses in applicable statutes of limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] Capitalized Contract Cost Capitalized Contract Cost [Table Text Block] Statement of Cash Flows [Abstract] Auditor Firm ID Auditor Firm ID Class of Stock [Line Items] Class of Stock [Line Items] Cash donations Cash Donations Cash Donations Total Purchase Obligation Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Entity Address, Address Line One Entity Address, Address Line One Net cash used in investing activities Net Cash Provided by (Used in) Investing Activities Changes in assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] Less: Accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment General and administrative General and Administrative Expense [Member] Principles of Consolidation Consolidation, Policy [Policy Text Block] Entity Shell Company Entity Shell Company Subscription—self-managed and SaaS Subscription and Software [Member] Subscription and Software Weighted-average expected term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Total current liabilities Liabilities, Current Shares subject to the 2021 ESPP Employee Stock [Member] Class of Stock [Domain] Class of Stock [Domain] Cash consideration Payments to Acquire Businesses, Gross Foreign derived intangible income deduction Effective Income Tax Rate Reconciliation, Deduction, Percent Options exercised (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Remaining Contractual Term Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Remaining Contractual Term Unvested RSUs in connection with business combination Unvested Restricted Stock Units [Member] Unvested Restricted Stock Units Maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Cash and cash equivalents Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Ownership [Domain] Ownership [Domain] Movement in Capitalized Contract Costs [Roll Forward] Movement in Capitalized Contract Costs [Roll Forward] Movement in Capitalized Contract Costs Current Fiscal Year End Date Current Fiscal Year End Date Accrued commissions Accrued Sales Commission, Current Line of Credit Facility [Line Items] Line of Credit Facility [Line Items] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Early exercised options liability Early Exercised Options, Liability, Noncurrent Early Exercised Options, Liability, Noncurrent Other current assets Other Assets, Current Statement [Table] Statement [Table] Advertising expenses Advertising Expense Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted New Accounting Pronouncements, Policy [Policy Text Block] Other long-term assets Increase (Decrease) in Other Noncurrent Assets Compensation expense not yet recognized Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Statistical Measurement [Axis] Statistical Measurement [Axis] Accounts Receivable and Allowance for Doubtful Accounts Accounts Receivable [Policy Text Block] Subsequent Event Subsequent Event [Member] Preferred Stock Preferred Stock [Member] Net Book Value Total future amortization Finite-Lived Intangible Assets, Net Goodwill Balance as of January 31, 2021 Balance as of January 31, 2022 Goodwill Share repurchase, incremental cost Share-based Payment Arrangement, Share Repurchase, Incremental Cost Share-based Payment Arrangement, Share Repurchase, Incremental Cost Noncontrolling interests Stockholders' Equity Attributable to Noncontrolling Interest Balance at Beginning of Year Balance at End of Year SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount Foreign rate differential Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Cost of revenue Cost of Sales [Member] Income taxes payable Accrued Income Taxes, Current License—self-managed License [Member] Foreign Current Foreign Tax Expense (Benefit) Schedule of Goodwill Schedule of Goodwill [Table Text Block] Organization and Description of Business Nature of Operations [Text Block] Adjustments to reconcile net loss to net cash used in operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subscription—self-managed Subscription and Circulation [Member] Number of performance obligations Revenue From Contract With Customer, Performance Obligations, Number Revenue From Contract With Customer, Performance Obligations, Number Developed technology from business combination Developed Technology Rights, Business Combination [Member] Developed Technology Rights, Business Combination Developed Technology Developed Technology Rights [Member] 2021 Employee Stock Purchase Plan 2021 Employee Stock Purchase Plan [Member] 2021 Employee Stock Purchase Plan Computers Computer Equipment [Member] Related Party Transactions Related Party Transactions Disclosure [Text Block] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Deferred contract acquisition costs, current Capitalized Contract Cost, Net, Current Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Total deferred Deferred Income Tax Expense (Benefit) EX-101.PRE 13 gtlb-20220131_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 14 gtlb-20220131_g1.jpg begin 644 gtlb-20220131_g1.jpg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end XML 15 R1.htm IDEA: XBRL DOCUMENT v3.22.1
Cover - USD ($)
shares in Millions, $ in Billions
 12 Months Ended
Jan. 31, 2022
Apr. 01, 2022
Oct. 14, 2021
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Jan. 31, 2022    
Document Transition Report false    
Entity File Number 001-40895    
Entity Registrant Name GITLAB INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 47-1861035    
Title of 12(b) Security Class A common stock, par value $0.0000025per share    
Trading Symbol GTLB    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Public Float     $ 7.3
Documents Incorporated by Reference Portions of the registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2022 Annual Meeting of Stockholders will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended January 31, 2022 and is incorporated by reference into Part III of this Report.    
Entity Central Index Key 0001653482    
Current Fiscal Year End Date --01-31    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Address, Address Line One 251 Little Falls Drive    
Entity Address, City or Town Wilmington    
Entity Address, State or Province DE    
Entity Address, Postal Zip Code 19808    
Class A Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   52.3  
Class B Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   95.3  

XML 16 R2.htm IDEA: XBRL DOCUMENT v3.22.1
Audit Information
 12 Months Ended
Jan. 31, 2022
Audit Information [Abstract]  
Auditor Name KPMG LLP
Auditor Location Pittsburgh, PA
Auditor Firm ID 185
XML 17 R3.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
CURRENT ASSETS:    
Cash and cash equivalents $ 884,672 [1] $ 282,850
Short-term investments 50,031 [1] 0
Accounts receivable, net of allowance for doubtful accounts of $1,098 and $1,022 as of January 31, 2022 and January 31, 2021, respectively 77,233 [1] 39,651
Deferred contract acquisition costs, current 24,363 [1] 18,700
Prepaid expenses and other current assets 15,544 [1] 7,292
Total current assets 1,051,843 [1] 348,493
Property and equipment, net 3,271 [1] 0
Goodwill 8,145 0
Intangible assets, net 6,285 [1] 797
Deferred contract acquisition costs, non-current 14,743 [1] 11,776
Other long-term assets 7,151 [1] 1,500
TOTAL ASSETS 1,091,438 [1] 362,566
CURRENT LIABILITIES:    
Accounts payable 4,984 [1] 3,111
Accrued expenses and other current liabilities 24,571 [1] 7,348
Accrued compensation and benefits 32,820 [1] 13,179
Deferred revenue, current 179,224 [1] 103,543
Total current liabilities 241,599 [1] 127,181
Deferred revenue, non-current 32,568 [1] 30,625
Other non-current liabilities 18,002 [1] 11,078
TOTAL LIABILITIES 292,169 [1] 168,884
Commitments and contingencies (Note 14) [1]
Convertible preferred stock, $0.0000025 par value; no shares and 79,959 shares authorized as of January 31, 2022 and January 31, 2021, respectively; no shares and 79,551 shares issued and outstanding as of January 31, 2022 and January 31, 2021, respectively 0 [1] 424,904
STOCKHOLDERS’ EQUITY (DEFICIT):    
Preferred stock, $0.0000025 par value; 50,000 shares and no shares authorized as of January 31, 2022 and January 31, 2021, respectively; no shares issued and outstanding as of January 31, 2022 and January 31, 2021, respectively 0 [1] 0
Additional paid-in capital 1,320,479 [1] 186,892
Accumulated deficit (553,337) [1] (398,199)
Accumulated other comprehensive income (loss) 7,724 [1] (19,915)
Total GitLab stockholders' equity (deficit) 774,866 [1] (231,222)
Noncontrolling interests 24,403 [1] 0
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 799,269 [1] (231,222)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT) 1,091,438 [1] 362,566
Class A Common Stock    
STOCKHOLDERS’ EQUITY (DEFICIT):    
Common stock, value, issued 0 [1] 0
Class B Common Stock    
STOCKHOLDERS’ EQUITY (DEFICIT):    
Common stock, value, issued $ 0 [1] $ 0
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 18 R4.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Allowance for doubtful accounts $ 1,098 $ 1,022
Convertible preferred stock, par value (in USD per share) $ 0.0000025 $ 0.0000025
Convertible preferred stock, shares authorized (in shares) 0 79,959,000
Convertible preferred stock, shares issued (in shares) 0 79,551,000
Convertible preferred stock, shares outstanding (in shares) 0 79,551,000
STOCKHOLDERS’ EQUITY (DEFICIT):    
Preferred stock, par value (in USD per share) $ 0.0000025 $ 0.0000025
Preferred stock, shares authorized (in shares) 50,000,000 0
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Assets of consolidated variable interest entity $ 1,091,438 [1] $ 362,566
Total liabilities 292,169 [1] $ 168,884
Variable Interest Entity, Primary Beneficiary    
STOCKHOLDERS’ EQUITY (DEFICIT):    
Assets of consolidated variable interest entity 17,732  
Total liabilities $ 3,663  
Class A Common Stock    
STOCKHOLDERS’ EQUITY (DEFICIT):    
Common stock, par value (in USD per share) $ 0.0000025 $ 0.0000025
Common stock, shares authorized (in shares) 1,500,000,000 163,000,000
Common stock, shares issued (in shares) 27,141,000 1,151,000
Common stock, shares outstanding (in shares) 27,141,000 1,151,000
Class B Common Stock    
STOCKHOLDERS’ EQUITY (DEFICIT):    
Common stock, par value (in USD per share) $ 0.0000025 $ 0.0000025
Common stock, shares authorized (in shares) 250,000,000 163,000,000
Common stock, shares issued (in shares) 119,747,000 52,468,000
Common stock, shares outstanding (in shares) 119,747,000 52,468,000
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 19 R5.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Revenue $ 252,653 $ 152,176 $ 81,227
Cost of revenue 29,985 18,463 9,376
Gross profit 222,668 133,713 71,851
Operating expenses:      
Sales and marketing 190,754 154,086 99,225
Research and development 97,217 106,643 59,364
General and administrative 63,654 86,868 41,629
Total operating expenses 351,625 347,597 200,218
Loss from operations (128,957) (213,884) (128,367)
Interest income 736 1,070 3,626
Other income (expense), net (30,850) 23,452 (4,800)
Loss before income taxes (159,071) (189,362) (129,541)
Provision for (benefit from) income taxes (1,511) 2,832 1,200
Net loss (157,560) (192,194) (130,741)
Net loss attributable to noncontrolling interest (2,422) 0 0
Net loss attributable to GitLab $ (155,138) $ (192,194) $ (130,741)
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted      
Basic (in USD per share) $ (1.95) $ (3.82) $ (2.76)
Diluted (in USD per share) $ (1.95) $ (3.82) $ (2.76)
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted      
Basic (in shares) 79,755,000 50,343,000 47,308,000
Diluted (in shares) 79,755,000 50,343,000 47,308,000
Subscription—self-managed and SaaS      
Revenue $ 226,163 $ 132,763 $ 70,367
Cost of revenue 23,668 14,453 6,467
License—self-managed and other      
Revenue 26,490 19,413 10,860
Cost of revenue $ 6,317 $ 4,010 $ 2,909
XML 20 R6.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net loss $ (157,560) $ (192,194) $ (130,741)
Foreign currency translation adjustments 27,639 (24,005) 4,165
Comprehensive loss including noncontrolling interest (129,921) (216,199) (126,576)
Net loss attributable to noncontrolling interest (2,422) 0 0
Foreign currency translation adjustments attributable to noncontrolling interest 375 0 0
Comprehensive loss attributable to noncontrolling interest (2,047) 0 0
Comprehensive loss attributable to GitLab $ (127,874) $ (216,199) $ (126,576)
XML 21 R7.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)
$ in Thousands
Total
Common Stock
Common Stock
Class A Common Stock
Common Stock
Class A Common Stock
Conversion To Dual Class Common Stock Structure
Common Stock
Class A Common Stock
Conversion Of Class B To Class A
Common Stock
Class A Common Stock
Conversion Of Stock By Selling Stockholder Upon Initial Public Offering
Common Stock
Class B Common Stock
Common Stock
Class B Common Stock
Conversion To Dual Class Common Stock Structure
Common Stock
Class B Common Stock
Conversion Of Class B To Class A
Common Stock
Class B Common Stock
Conversion Of Stock By Selling Stockholder Upon Initial Public Offering
Additional Paid-in Capital
Accumulated Deficit
Accumulated Other Comprehensive (Loss) Income
Noncontrolling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Stockholders' Equity, beginning balance $ (50,457) $ 0 $ 0       $ 0       $ 24,882 $ (75,264) $ (75) $ 0
Convertible Preferred Stock, beginning balance (in shares) at Jan. 31, 2019 65,546,000                          
Convertible Preferred Stock, beginning balance at Jan. 31, 2019 $ 156,969                          
Increase (Decrease) in Temporary Equity [Roll Forward]                            
Series E financing, less issuance costs of $326 (in shares) 14,413,000                          
Series E financing, less issuance costs of $326 $ 268,177                          
Convertible Preferred Stock, ending balance (in shares) at Jan. 31, 2020 79,959,000                          
Convertible Preferred Stock, ending balance at Jan. 31, 2020 $ 425,146                          
Stockholders' Equity, beginning balance (in shares) at Jan. 31, 2019   48,483,000 0       0              
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Conversion of stock (in shares)       (48,483,000) 1,151,000     48,483,000 (1,151,000)          
Issuance of common stock related to vested exercised stock options (in shares) 2,141,000           1,475,000              
Issuance of common stock related to vested exercised stock options $ 743                   743      
Issuance of common stock related to early exercised stock options, net of repurchases (in shares)             531,000              
Vesting of early exercised stock options 671                   671      
Stock-based compensation expense 40,872                   40,872      
Foreign currency translation adjustments 4,165                       4,165  
Net loss (130,741)                     (130,741)    
Stockholders' Equity, ending balance (in shares) at Jan. 31, 2020   0 1,151,000       49,338,000              
Stockholders' Equity, ending balance at Jan. 31, 2020 (134,747) $ 0 $ 0       $ 0       67,168 (206,005) 4,090 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Stockholders' Equity, beginning balance $ (134,747) $ 0 $ 0       $ 0       67,168 (206,005) 4,090 0
Issuance of common stock upon conversion of preferred stock (in shares) (408,000)                          
Issuance of common stock upon conversion of preferred stock $ (242)                          
Convertible Preferred Stock, ending balance (in shares) at Jan. 31, 2021 79,551,000                          
Convertible Preferred Stock, ending balance at Jan. 31, 2021 $ 424,904                          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Repurchase of common stock (in shares)             (20,000)              
Repurchase of common stock (820)                   (820)      
Conversion of stock (in shares)             408,000              
Conversion of stock $ 242                   242      
Issuance of common stock related to vested exercised stock options (in shares) 2,862,000           1,876,000              
Issuance of common stock related to vested exercised stock options $ 5,618                   5,618      
Issuance of common stock related to early exercised stock options, net of repurchases (in shares)             866,000              
Vesting of early exercised stock options 2,838                   2,838      
Stock-based compensation expense 111,846                   111,846      
Foreign currency translation adjustments (24,005)                       (24,005)  
Net loss (192,194)                     (192,194)    
Stockholders' Equity, ending balance (in shares) at Jan. 31, 2021   0 1,151,000       52,468,000              
Stockholders' Equity, ending balance at Jan. 31, 2021 (231,222) $ 0 $ 0       $ 0       186,892 (398,199) (19,915) 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Stockholders' Equity, beginning balance $ (231,222) $ 0 $ 0       $ 0       186,892 (398,199) (19,915) 0
Conversion of convertible preferred stock to Class B common stock upon initial public offering (in shares) (79,551,000)                          
Conversion of convertible preferred stock to Class B common stock upon initial public offering $ (424,904)                          
Convertible Preferred Stock, ending balance (in shares) at Jan. 31, 2022 0                          
Convertible Preferred Stock, ending balance at Jan. 31, 2022 [1] $ 0                          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Repurchase of common stock (in shares)             (13,000)              
Repurchase of common stock (590)                   (590)      
Conversion of stock (in shares)         14,550,000 2,500,000 79,551,000   (14,550,000) (2,500,000)        
Conversion of stock $ 424,904                   424,904      
Issuance of common stock related to vested exercised stock options (in shares) 4,789,000           4,118,000              
Issuance of common stock related to vested exercised stock options $ 19,408                   19,408      
Issuance of common stock related to early exercised stock options, net of repurchases (in shares)             574,000              
Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs (in shares)     8,940,000                      
Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs 649,845                   649,845      
Issuance of common stock in connections with business combination, net (in shares)             26,000              
Issuance of common stock in connection with business combination, net 959                   959      
Contingent stock consideration in connection with business combination 1,754                   1,754      
Vesting of early exercised stock options 7,212                   7,212      
Warrant exercised (in shares)             73,000              
Warrant exercised 86                   86      
Stock-based compensation expense 30,009                   30,009      
Foreign currency translation adjustments 28,014                       27,639 375
Capital contributions from noncontrolling interest holders 26,450                         26,450
Net loss (157,560)                     (155,138)   (2,422)
Stockholders' Equity, ending balance (in shares) at Jan. 31, 2022   0 27,141,000       119,747,000              
Stockholders' Equity, ending balance at Jan. 31, 2022 799,269 [1] $ 0 $ 0       $ 0       1,320,479 (553,337) 7,724 24,403
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Stockholders' Equity, beginning balance $ 799,269 [1] $ 0 $ 0       $ 0       $ 1,320,479 $ (553,337) $ 7,724 $ 24,403
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 22 R8.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical)
$ in Thousands
 12 Months Ended
Jan. 31, 2020
USD ($)
Statement of Stockholders' Equity [Abstract]  
Issuance costs $ 326
XML 23 R9.htm IDEA: XBRL DOCUMENT v3.22.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $ (157,560) $ (192,194) $ (130,741)
Adjustments to reconcile net loss to net cash used in operating activities:      
Stock-based compensation expense 30,009 111,846 40,872
Amortization of intangible assets 665 222 0
Depreciation expense 543 0 0
Amortization of deferred contract acquisition costs 33,368 18,469 7,960
Unrealized foreign exchange (gain) loss 20,389 (24,322) 4,257
Other non-cash expense 197 458 122
Changes in assets and liabilities:      
Accounts receivable (38,223) (14,745) (13,457)
Prepaid expenses and other current assets (8,219) 677 (5,743)
Costs deferred related to contract acquisition (42,575) (34,137) (15,223)
Other long-term assets (3,374) 252 (1,128)
Accounts payable 1,877 1,474 914
Accrued expenses and other current liabilities 13,953 733 3,395
Accrued compensation and benefits 19,755 4,646 5,791
Deferred revenue 79,074 52,382 41,950
Other long-term liabilities 307 659 865
Net cash used in operating activities (49,814) (73,580) (60,166)
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchases of short-term investments (100,031) 0 0
Proceeds from maturities of short-term investments 50,000 0 0
Purchases of property and equipment (3,541) 0 0
Payments for business combination, net of cash acquired and consideration withheld in an escrow (323) 0 0
Payments for asset acquisitions 0 (933) 0
Other investing activities 0 91 0
Net cash used in investing activities (53,895) (842) 0
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from initial public offering, net of underwriting discounts 654,552 0 0
Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases 25,354 13,765 3,088
Proceeds from warrants exercised 86 0 0
Net proceeds from Series E preferred stock financing 0 0 268,177
Repurchase of common stock in a tender offer (590) (820) 0
Contributions received from noncontrolling interests 26,450 0 0
Payments of deferred offering costs (4,667) 0 0
Net cash provided by financing activities 701,185 12,945 271,265
Impact of foreign exchange on cash, cash equivalents and restricted cash 6,846 1,000 (226)
Net increase (decrease) in cash, cash equivalents and restricted cash 604,322 (60,477) 210,873
Cash, cash equivalents and restricted cash at beginning of period 282,850 343,327 132,454
Cash, cash equivalents and restricted cash at end of period 887,172 282,850 343,327
Supplemental disclosure of cash flow information:      
Cash paid for income taxes 1,310 1,901 1,986
Cash donations 1,000 0 0
Supplemental disclosure of non-cash investing and financing activities:      
Vesting of early exercised stock options 7,212 2,838 671
Issuance of common stock upon conversion of preferred stock 424,904 242 0
Unpaid property and equipment in accrued expenses 273 0 0
Unpaid deferred offering costs 40 0 0
Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:      
Cash and cash equivalents 884,672 [1] 282,850 343,327
Restricted cash 2,500 0 0
Total cash, cash equivalents and restricted cash $ 887,172 $ 282,850 $ 343,327
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 24 R10.htm IDEA: XBRL DOCUMENT v3.22.1
Organization and Description of Business
 12 Months Ended
Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business
1. Organization and Description of Business
GitLab Inc. (the “Company”) began as an open source project in 2011 and was incorporated in Delaware on September 12, 2014. While the Company is headquartered in San Francisco, California, it operates on an all-remote model. The Company is a technology company and its primary offering is “GitLab,” a complete DevOps platform delivered as a single application. GitLab is used by a wide range of organizations. The Company also provides related training and professional services. GitLab is offered on both self-managed and software-as-a-service ("SaaS") models. The principal markets for GitLab are currently located in the United States, Europe, and Asia Pacific. The Company is focused on accelerating innovation and broadening the distribution of its platform to companies across the world to help them become better software-led businesses.
Stock Split
In January 2019, the Company’s board of directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation effecting a four-to-one stock split of the Company’s issued and outstanding shares of common and convertible preferred stock. The split was effected on February 28, 2019. The par values of the common and convertible preferred stock were also adjusted as a result of the stock split. All issued and outstanding share and per share amounts included in the accompanying consolidated financial statements and notes thereto have been adjusted to reflect this stock split for all periods presented.
Initial Public Offering (“IPO”)
On October 18, 2021, the Company closed its IPO of 8,940,000 shares of Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A common stock, resulting in net proceeds to the Company of $654.6 million, after deducting underwriting discounts of $33.8 million, and before the deferred offering costs discussed below. In addition, an entity affiliated with the Company’s founder and the CEO sold 2,500,000 shares of Class A common stock (upon conversion of shares of Class B common stock) at the IPO. The Company did not receive any proceeds from the sale of shares of its Class A common stock by the selling stockholder.
Prior to the IPO, deferred offering costs, which consist primarily of legal, accounting, consulting, and other fees related to the Company’s IPO, were capitalized in prepaid expense and other current assets on the consolidated balance sheets. During the year ended January 31, 2022, the Company incurred $4.7 million of deferred offering costs. Upon consummation of the IPO, the deferred offering costs of $4.7 million previously capitalized were reclassified into stockholders’ equity as a reduction of the IPO proceeds on the consolidated balance sheets.
Upon the closing of the IPO, 79.6 million shares of the Company’s outstanding convertible preferred stock were automatically converted into an equal number of shares of Class B common stock.
Acquisition
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Refer to “Note 5. Business Combination” for further discussion of the transaction.
Impact of COVID-19
The World Health Organization declared in March 2020 that the recent outbreak of the coronavirus disease, or COVID-19, constituted a pandemic. The COVID-19 pandemic has caused general business
disruption worldwide beginning in January 2020. While the Company has experienced and may continue to experience a modest adverse impact on certain parts of its business, including a lengthening in the sales cycle for some prospective customers and delays in the delivery of professional services and trainings to customers, the Company’s results of operations, cash flows, and financial condition have not been adversely impacted to date. However, as certain customers or partners experience downturns or uncertainty in their own business operations or revenue resulting from the spread of COVID-19, they may continue to decrease or delay their spending, request pricing discounts, or seek renegotiations of their contracts, any of which may result in decreased revenue and cash receipts for the Company. In addition, the Company may experience customer losses, including due to bankruptcy or customers ceasing operations, which may result in an inability to collect accounts receivable from these customers. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations, cash flows, and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted.The global impact of COVID-19 continues to rapidly evolve, and the Company will continue to monitor the situation and the effects on its business and operations closely. The Company does not yet know the full extent of potential impacts on its business or operations or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. See Part I, Item IA, “Risk Factors” in this Annual Report on Form 10-K for additional information. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows, or financial condition.
XML 25 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies
 12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Fiscal Year
The Company's fiscal year ends on January 31. For example, references to fiscal 2022 and 2021 refer to the fiscal year ended January 31, 2022 and 2021, respectively.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, fair valuation of stock-based compensation, fair value of contingent consideration, valuation allowance for deferred income taxes, valuation of intangibles assets, and impairment of goodwill. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions, including the impact of the COVID-19 pandemic, that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries as well as a variable interest entity for which our Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation.
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Our consolidated financial statements include the operating results of the acquired entity beginning from the date of acquisition.
Foreign Currency
The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each foreign subsidiary and the variable interest entity in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary and the variable interest entity operate. Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency.
For subsidiaries where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at current exchange rates and foreign currency denominated non-monetary assets and liabilities are re-measured into U.S. dollars at historical exchange rates.
Gains or losses from foreign currency remeasurement and settlements are included in foreign exchange gains (losses), net in other income (expense), net on the consolidated statements of operations. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign exchange gains (losses), net of $(29.1) million, $23.4 million and $(4.9) million, respectively.
For subsidiaries and the variable interest entity where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate stockholders’ equity (deficit) into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit) in the consolidated balance sheets. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign translation adjustments of $27.6 million, $(24.0) million, and $4.2 million, respectively.
Foreign currency translation adjustments and the offsetting foreign exchange gain or losses for the periods presented are primarily caused by the intercompany loans of short-term nature for entities where functional currency is not the U.S. dollar.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents as of January 31, 2022 and 2021, consisted of cash held in checking and savings accounts and investments in money market accounts. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash consists of $2.5 million acquisition related security deposit withheld in an escrow for post-closing indemnification claims recorded in other long-term assets on consolidated balance sheet as of January 31, 2022, refer to “Note 5. Business Combination.”
Short-Term Investments
The Company classifies certificates of deposits with banks with an original maturity of three months or greater at the date of purchase as short-term investments and such investments are carried at amortized cost, which approximates their fair value.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable, which represent trade receivables from the Company’s customers, are recorded at the invoiced amount and do not bear interest. The Company extends credit of typically 30 to 60 days to its customers in the normal course of business and does not require collateral from its customers. The Company establishes an allowance for doubtful accounts based on its estimate of the collectability of the accounts. The estimate is based on the age of the individual outstanding invoices and the collection history of each customer. As of January 31, 2022 and 2021, the allowance for doubtful accounts was $1.1
million and $1.0 million, respectively. Accounts receivable deemed uncollectible are written off against the allowance when identified.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash, cash equivalents, restricted cash, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances. To minimize credit losses on accounts receivable, the Company extends credit to customers based on an evaluation of their ability to pay amounts due under contractual arrangement.
The Company uses various distribution channels. There was one distribution channel whose balance represented 14% of the accounts receivable balance as of January 31, 2022. There were no distribution channels or individual customers whose balance represented more than 10% of the accounts receivable balance as of January 31, 2021.
There were no customers whose revenue represented more than 10% of total revenue during the years ended January 31, 2022, 2021 and 2020.
Fair Value of Financial Instruments
We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. The Company also recorded at fair value acquisition related contingent considerations further discussed in “Note 5. Business Combination.”
The Company measures assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.
Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.
Revenue Recognition
The Company generates revenue primarily from offering self-managed (on-premise) and SaaS subscriptions. Revenue is also generated from professional services, including consulting and training.
In accordance with ASC 606, revenue is recognized when a customer obtains control of the promised products and services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products and services. To achieve the core principle of this standard, the Company applies the following five-step model as a framework:
1)Identify the contract with a customer. We consider the terms and conditions of our arrangements with customers to identify contracts under ASC 606. We consider that we have a contract with a customer when the contract is approved, we can identify each party's rights regarding the products and services to be transferred, we can identify the payment terms for the products and services, we have determined the customer has the ability and intent to pay, and the contract has commercial substance. We apply judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. At contract inception, we also evaluate whether two or more contracts should be combined and accounted for as a single contract. Further, contract modifications generally qualify as a separate contract.
The typical term of a subscription contract for self-managed or SaaS offering is one to three years. Our contracts are non-cancelable over the contract term and we act as principal in all our customer contracts. Customers have the right to terminate their contracts generally only if we breach the contract and we fail to remedy the breach in accordance with the contractual terms.
2)Identify the performance obligations in the contract. Performance obligations in our contracts are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract.
Our self-managed subscriptions include two performance obligations: (i) to provide access to proprietary features in our software, and (ii) to provide support and maintenance (including the combined obligation to provide software updates on when and if available basis).
Our SaaS products provide access to hosted software as well as support, which is evaluated to be a single performance obligation.
Services-related performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software except in certain limited unique contracts.
Some of our customers have the option to purchase additional licenses or renew at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are either at the same price as the existing licenses or are within our range of standalone selling price and, as such, would not result in a separate performance obligation. Where material rights are identified in our contracts, they are treated as separate performance obligations.
3)Determine the transaction price. We determine transaction price based on the consideration to which we expect to be entitled in exchange for transferring products and services to the customer.
Variable consideration is included in the transaction price only to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur when the uncertainty associated with the variable consideration is resolved. Our contracts are non-refundable and non-cancellable. We do not offer refunds, rebates or credits to our customers in the normal course of business. The impact of variable considerations has not been material.
For contracts with a one year term, we applied a practical expedient available under ASC 606 and made no evaluation for the existence of a significant financing component. In these contracts, at contract inception, the period between when we expect to transfer a promised product or service to the customer and when the customer pays for that product or service will be one year or less. For contracts with terms of more than a year, we have applied judgment in determining that advance payments in such contracts are not collected with the primary intention of availing finance and therefore, do not represent a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). We do not offer the right of refund in our contracts.
4)Allocate the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. We use judgment in determining the SSP for our products and services. We typically assess the SSP for our products and services on an annual basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. The expected cost-plus margin approach is currently used to determine SSP for each distinct performance obligation for self-managed subscriptions.
We have concluded that (i) the right to use the software and (ii) the right to receive technical support and software fixes and updates are two distinct performance obligations in our self-managed subscriptions. Since neither of these performance obligations are sold on a standalone basis, we estimate stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and update the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions, which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support.
5)Revenue is recognized when or as we satisfy a performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised products and services to a customer. We recognize revenue when we transfer control of the products and services to our customers for an amount that reflects the consideration that we expect to receive in exchange for those products and services. All revenue is generated from contracts with customers.
Subscription - self-managed and SaaS
Subscription - self-managed
The Company's self-managed and SaaS subscriptions consist of support, maintenance, upgrades and updates on a when-and-if-available basis. Revenue for support and maintenance is recognized ratably over the contract period based on the stand-ready nature of these subscription elements.
The Company offers three tiers of paid subscriptions as part of the self-managed model: Starter, Premium, and Ultimate. Subscriptions for self-managed licenses include both (i) a right to use the underlying software (License revenue - Self managed) and (ii) a right to receive post-contract customer support during the subscription term (Subscription revenue - Self managed). Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when and if available basis) and support services. The Company has concluded that the right to use the software, which is recognized upon delivery of the license, and the right to receive technical support and software
fixes and updates, which is recognized ratably over the term of the arrangement, are two distinct performance obligations. Since neither of these performance obligations are sold on a standalone basis, the Company estimates the stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and updates the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support. Based on this model, the Company allocated between 1-15% of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these consolidated financial statements.
Starter tier is now deprecated and available for a limited transitory period to our existing customers.
SaaS
We also offer three tiers of paid SaaS subscriptions: Starter (previously Bronze), Premium (previously Gold), and Ultimate (previously Platinum). These subscriptions provide access to our latest managed version of our product hosted in a public cloud. Revenue from our SaaS products (Subscription revenue - SaaS) is recognized ratably over the contract period when the performance obligation is satisfied.
The typical term of a subscription contract for self-managed or SaaS offering is one to three years.
Starter tier is now deprecated and available for a limited transitory period to our existing customers.
License - self-managed and other
The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with rights to use proprietary software features. The Company allocates between 1-15% of the transaction value to License revenue, which is recognized upfront when the software license is made available to our customer.
Other revenue consists of professional services revenue which is primarily derived from fixed fee offerings which are subject to customer acceptance. Given the Company’s limited history of providing professional services, uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract. Accordingly, revenue is recognized upon satisfaction of all requirements per the applicable contract. Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered.
The Company presents financial information about disaggregation of revenue in “Note 3. Revenues” of the consolidated financial statements.
Deferred Revenue
Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The portion of deferred revenue that the Company will recognize during the twelve-month period from the balance sheet date is recorded within current liabilities and the remaining portion is recorded as long-term.
The Company receives payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Customers are generally billed in advance, including some multi-year contracts, but the majority of customers in multi-year contracts specifically request to pay annually in advance. Payment terms on invoiced amounts are typically 30 to 60 days. In limited cases, the Company has offered deferred payment terms of a maximum of one year in contracts with a one year contractual term. Contract assets include amounts related to our
contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced; such amounts have been immaterial to date.
During the fiscal years ended January 31, 2022, 2021 and 2020, $87.1 million, $58.1 million and $29.2 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented. The increase in deferred revenue balances for the periods presented is mainly attributable to the growth of contracts with new as well as existing customers.
Remaining Performance Obligations
As of January 31, 2022 and 2021, the aggregate amount of the transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $312.4 million and $159.9 million, respectively. As of January 31, 2022, we expected to recognize approximately 65% of the transaction price as product or services revenue over the next 12 months and the remainder thereafter.
Deferred Contract Acquisition Costs
Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalized. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. The Company determines whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract. The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable.
Commissions and bonuses paid upon the acquisition of an initial contract are amortized over an estimated period of benefit which has been determined generally to be three years based on historical analysis of average customer life and useful life of our product offerings. Commissions paid for subsequent renewals are amortized over the renewal term. Amortization is recognized on a straight-line basis and included in sales and marketing expenses in the consolidated statements of operations. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the periods presented.
The following table presents the change in deferred contract acquisition costs (in thousands):
January 31,
202220212020
Beginning balance$30,476 $14,375 $7,156 
Added during the year41,998 34,570 15,179 
Amortized during the year(33,368)(18,469)(7,960)
Ending balance$39,106 $30,476 $14,375 
Deferred Offering Costs
Deferred offering costs consist primarily of legal, accounting, consulting, and other fees related to the Company’s IPO, and were capitalized in prepaid expenses and other current assets on the consolidated balance sheets prior to the IPO. Upon consummation of the IPO, the deferred offering costs of $4.7 million were reclassified into stockholders’ equity (deficit) as a reduction of the IPO proceeds on the consolidated balance sheets. There were no deferred offering costs recorded as of January 31, 2022 and 2021.
Cost of Revenue
Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, third-party cloud infrastructure expenses incurred in connection with the customers’ use of GitLab; compensation paid to the Company's customer support personnel, including contractors; and allocated overhead.
Cost of revenue for self-managed license includes personnel-related expenses. Other costs of revenue include professional services, primarily compensation paid to the Company's professional services personnel, including contractors; and allocated overhead.
Research and Development
Costs related to research and development of the Company’s software offerings are expensed as incurred. These costs consist primarily of compensation paid to the Company's research and development personnel, including contractors; and allocated overhead associated with developing new features or enhancing existing features.
The Company’s internal customer software development process follows an iterative process that results in more frequent software releases than do traditional sequential or waterfall development methodologies and also results in internal validation of the software releases very shortly before they are made available to customers. Therefore, to date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility through internal validation of the software releases. As such, all related software development costs are expensed as incurred and included in research and development expenses in the consolidated statements of operations. To date, software development for internal use has been immaterial and no such costs have been capitalized.
Advertising Costs
Advertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations. These include costs incurred on public relations, website design, advertising, field marketing, and market research services. The Company incurred advertising costs of $21.4 million, $14.1 million and $17.2 million during the years ended January 31, 2022, 2021 and 2020, respectively.
Loss Contingencies
If an exposure to any potential claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. If applicable, the Company records receivables for probable insurance or other third-party recoveries. Due to uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Legal fees and other costs associated with such actions are expensed as incurred.
Income Taxes
The Company is subject to income taxes in the United States and several foreign jurisdictions. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are
expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management applies significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that were more likely than not to be realized in the future. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.
Compliance with income tax regulations requires the Company to take certain tax positions. In assessing the exposure associated with various filing positions, the Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, if any, are included within the provision for income taxes in the consolidated statement of operations.
Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)
Comprehensive loss includes net loss and changes in stockholders’ equity (deficit) that are excluded from net loss due to changes in the Company’s cumulative foreign currency translation account.
Net Loss per Share Attributable to Common Stockholders
Basic net loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. For this calculation, convertible preferred stock, warrants and stock options are considered potentially dilutive instruments. While the convertible preferred stock has participating rights for dividends, it does not participate in losses and hence will not qualify as a participating security in the periods in which the Company generates a loss.
Stock-Based Compensation
The Company has granted equity classified stock-based awards consisting primarily of stock options to team members, members of its board of directors, and non-employee advisors. The majority of the Company's stock-based awards have been granted to team members and the service-based vesting condition for the majority of these awards is satisfied over four years.
The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are recorded as they occur. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options.
The Company records incremental stock-based compensation expense when certain affiliated stockholders or new investors purchase shares from team members and founders of the Company in excess of the fair value of such shares as part of secondary stock purchase transactions. The Company recognized any such excess value as stock-based compensation expense in the consolidated statements of operations.
In May 2021, the Company granted 3 million shares of Restricted Stock Units (“RSUs”) tied to our Class B common stock to Mr. Sijbrandij, our founder and CEO. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share. The fair value of the RSUs was determined utilizing a Monte Carlo valuation model. Any portion of these RSUs may only be earned upon a corporate transaction or after a liquidity event and only to the extent Mr. Sijbrandij continues to lead the company as our CEO. We will recognize total stock-based compensation expense over the derived service period of each tranche using the accelerated attribution method, regardless of whether the stock price hurdles are achieved. Refer to “Note 9. Equity” for further discussion.
In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing model, and determine volatility over an expected term based on the historical volatility of the Company’s peer group, until we establish a sufficient public trading history of our own stock price. The ESPP provides for up to a 27-month offering period, and includes four purchase periods of approximately six months. The ESPP allows eligible team members to purchase shares of our common stock at a 15% discount on the lower price of either (i) the offering period begin date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date.
Segment Reporting
Our primary business activity is to sell subscriptions on both self-managed and SaaS models. Our chief operating decision maker, who is the Co-founder and Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Accordingly, we operate our business as one operating segment and one reporting unit. The Company presents financial information about geographical mix of revenue and long-lived assets in Note 3 and Note 4, respectively, of the consolidated financial statements.
Business Combination
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.
We amortize our acquired intangible assets in business combinations and asset acquisitions on a straight-line basis with definite lives over a period of three years.
Property and Equipment, Net
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. The Company depreciates leasehold improvements over the shorter of the remaining lease term or estimated useful life of five years, and computers over two years.
Impairment of Long-lived Assets
We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (including an intangible asset) may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If a long-lived asset (including an intangible asset) is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We have made no material adjustments to our long-lived assets (including intangible assets) in any of the years presented.
We test our goodwill for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. We found no goodwill impairment in any of the periods presented.
Preferred Stock
There has been no beneficial conversion feature with respect to the preferred stock issued by the Company and the conditions for separation have not been met; as such, the entire proceeds have been allocated to preferred stock.
Recently Adopted Accounting Standards
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40, Intangibles-Goodwill and Other, to determine which implementation costs to capitalize as assets or expense as incurred. The Company has prospectively adopted ASU 2018-15 as of February 1, 2021 with no material impact.
Recently Issued Accounting Standards Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”). Topic 842 supersedes the lease requirements in ASC Topic 840, Leases. Under Topic 842, lessees are required to recognize assets and liabilities on the consolidated balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For public companies, Topic 842 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has elected to use the extended transition period that allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under the JOBS Act. For as long as the Company remains an “emerging growth company,” the new guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The adoption of ASU 2016-02 is not expected to have a material effect on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the
measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Since the Company follows private company’s adoption timelines, this new guidance is effective for the Company for its fiscal year beginning February 1, 2023. The Company is currently evaluating the effect of the adoption of ASU 2016-13 on its consolidated financial statements. The effect will largely depend on the composition and credit quality of the Company's portfolio of financial assets and the economic conditions at the time of adoption.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes in order to reduce cost and complexity of its application. This new guidance is effective for the Company for its fiscal year beginning February 1, 2022 and interim periods within its fiscal year beginning February 1, 2023. Early adoption is permitted. The adoption of ASU 2019-12 is not expected to have a material effect on the Company’s consolidated financial statements.
XML 26 R12.htm IDEA: XBRL DOCUMENT v3.22.1
Revenues
 12 Months Ended
Jan. 31, 2022
Revenue from Contract with Customer [Abstract]  
Revenues
3. Revenues
Disaggregation of Revenue
The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages):
Fiscal Year Ended January 31,
202220212020
Subscription—self-managed and SaaS$226,163 90 %$132,763 87 %$70,367 87 %
Subscription—self-managed179,564 72 114,949 75 65,420 81 
SaaS46,599 18 17,814 12 4,947 6 
License—self-managed and other$26,490 10 %$19,413 13 %$10,860 13 %
License—self-managed20,171 8 14,525 10 9,879 12 
Professional services and other6,319 2 4,888 3 981 1 
Total revenue$252,653 100 %$152,176 100 %$81,227 100 %
Total Revenue by Geographic Location
The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands):
Fiscal Year Ended January 31,
202220212020
United States$211,520 $125,990 $67,823 
Europe36,478 22,348 11,167 
Asia Pacific4,655 3,838 2,237 
Total revenue$252,653 $152,176 $81,227 
During the years ended January 31, 2022, 2021 and 2020, the United States accounted for 84%, 83% and 83% of total revenue, respectively. No other individual country exceeded 10% of total revenue for any of the periods presented.
We operate our business as a single reportable segment.
XML 27 R13.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components
 12 Months Ended
Jan. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Balance Sheet Components
4. Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
January 31, 2022January 31, 2021
Prepaid software subscriptions$3,950 $2,185 
Prepaid expenses for the Company’s events266 673 
Prepaid advertising costs722 784 
Prepaid payroll deposits981 1,125 
Prepaid insurance4,309 9 
Prepaid income taxes3,168 785 
Other prepaid expenses1,834 1,231 
Other current assets314 500 
Total prepaid expense and other current assets$15,544 $7,292 
Property and Equipment, Net
Property and equipment, net of the following (in thousands):
January 31, 2022
Computer and office equipment $3,049 
Leasehold improvements765 
3,814 
Less: Accumulated depreciation(543)
Total property and equipment, net$3,271 
Depreciation expense of property and equipment was $0.5 million for the year ended January 31, 2022.
Geographical Information
Long-lived assets, comprising of property and equipment, net, by geographic area were as follows based on their physical location (in thousands):
January 31, 2022
United States$2,233 
China769 
Other countries (1)
269 
Total property and equipment, net$3,271 
(1) No other individual country accounted for more than 10% of the Company’s property and equipment, net for the period presented.
Other Long-Term Assets
Other assets consisted of the following (in thousands):
January 31, 2022January 31, 2021
Restricted cash (1)
$2,500 $— 
Security deposits2,832 1,500 
Other long-term assets1,819 — 
Total other assets$7,151 $1,500 
(1) Refer to “Note 5. Business Combination” for a discussion of restricted cash related to the acquisition of Opstrace, Inc.
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
January 31, 2022January 31, 2021
Accrued expenses$8,605 $4,010 
Income taxes payable319 206 
ESPP employee contributions6,557 — 
Indirect taxes payable4,044 1,907 
Acquisition related contingent cash consideration3,029 — 
Other current liabilities2,017 1,225 
Total accrued expenses and other current liabilities$24,571 $7,348 
Accrued Compensation and Benefits
Accrued compensation and benefits consisted of the following (in thousands):
January 31, 2022January 31, 2021
Accrued commissions$8,417 $6,564 
Payroll taxes payable 14,506 4,906 
Accrued team member related payables, excluding commissions9,897 1,709 
Total accrued compensation and benefits$32,820 $13,179 
Other Long-Term Liabilities
Other long-term liabilities consisted of the following (in thousands):
January 31, 2022January 31, 2021
Early exercised options liability$6,837 $8,103 
Acquisition related contingent cash consideration4,929 — 
Acquisition related consideration withheld in an escrow2,500 — 
Deferred tax liabilities379 913 
Contingent liability for labor matters2,573 2,062 
Other long-term liabilities 784 — 
Total other long-term liabilities$18,002 $11,078 
XML 28 R14.htm IDEA: XBRL DOCUMENT v3.22.1
Business Combination
 12 Months Ended
Jan. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Combination
5. Business Combination
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. The Company anticipates that this acquisition will provide an out-of-the-box, tested, integrated observability platform deployed within The DevOps Platform.
The transaction was accounted for as a business combination. The acquisition date fair value of the consideration transferred consisted of the following (in thousands):
Cash consideration$2,970 
Fair value of common stock issued on closing959 
Contingent common stock consideration (classified under additional paid-in capital)1,754 
Contingent cash consideration (classified under accrued expenses and other current liabilities)3,007 
Contingent cash consideration (classified under other long-term liabilities)4,893 
Total consideration$13,583 
Cash consideration includes $2.5 million held back as partial security for post-closing indemnification claims made within 18 months of the acquisition date recorded in other long-term liabilities on consolidated balance sheet as of January 31, 2022.
The Company issued 26,574 shares of the Company’s Class B common stock paid as of the closing date, of which 15,673 shares issued to the founders and employees will have to vest over four years. The $1.4 million fair value of 15,673 unvested restricted stock is not included as purchase consideration above, as it has a post-combination service requirement and will be accounted for separately from the business combination as stock compensation expense.
The contingent cash consideration is determined based upon the satisfaction of certain defined operational milestones and will be remeasured at fair value at each reporting period through earnings. As the fair value is based on unobservable inputs, the liabilities are included in Level 3 of the fair value measurement hierarchy. The unobservable inputs used in the determination of the fair value of the contingent cash considerations include managements assumptions about the likelihood of payment
based on the satisfaction of certain defined operational milestones and discount rates based on cost of debt. The change in the fair value recorded in fiscal year 2022 was not material.
Contingent stock consideration is classified as equity and will not be remeasured.
Acquisition related costs of approximately $0.5 million were expensed by the Company in general and administrative expenses in its consolidated statement of operations for the year ended January 31, 2022.
The Company recorded the assets acquired and liabilities assumed at their estimated fair values, with the difference between the fair value of the net assets acquired and the purchase consideration reflected in goodwill. The total purchase price of $13.6 million was allocated using information currently available to the Company. As a result, the Company may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revisions of preliminary estimates. The following table reflects the preliminary fair values of assets acquired and liabilities assumed (in thousands):
Cash and cash equivalents$147 
Developed technology6,200 
Goodwill8,145 
Accrued expenses and payroll(178)
Deferred tax liability (731)
Net assets acquired$13,583 
As of December 3, 2021, developed technology of the acquired business had an estimated useful life of three years. The goodwill is primarily attributed to the synergies expected to be realized following the acquisition and the assembled workforce. Goodwill is not deductible for U.S. federal income tax purposes.
Non-cash investing activities involving this acquisition as reflected in the consolidated statements of cash flows for the fiscal year 2022 were as follows (in thousands):
Supplemental disclosure of non-cash investing activities:
Consideration withheld in an escrow$2,500 
Issuance of common stock in connection with business combination$959 
Contingent cash consideration in connection with business combination$7,900 
Contingent stock consideration in connection with business combination$1,754 
Results of operations of the business acquired have been included in our consolidated financial statements subsequent to the date of acquisition. The revenue and net income (loss) earned by the business acquired following the acquisition are not material to our consolidated results of operations. Pro forma statements have not been presented because they are not material to our consolidated results of operations.
XML 29 R15.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Intangible Assets, Net
 12 Months Ended
Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets, Net
6. Goodwill and Intangible Assets, Net
Goodwill
The changes in the carrying amount of goodwill were as follows (in thousands):
Carrying Amount
Balance as of January 31, 2021$— 
Addition8,145 
Balance as of January 31, 2022$8,145 
There was no goodwill impairment for any periods presented.
Intangible Assets
Intangible assets consisted of the following as of January 31, 2022 (in thousands):
Gross Carrying AmountAccumulated AmortizationNet Book Value
Developed technology from business combination$6,200 $(334)$5,866 
Developed technology from asset acquisitions (1)
1,402 (983)419 
Total$7,602 $(1,317)$6,285 
Intangible assets consisted of the following as of January 31, 2021 (in thousands):
Gross Carrying AmountAccumulated AmortizationNet Book Value
Developed technology from asset acquisitions (1)
$1,524 $(727)$797 
(1) The amounts in the tables above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying intangibles.
During fiscal year 2022, the Company acquired $6.2 million of developed technology through a business combination with estimated weighted average remaining amortization period of 2.8 years as of January 31, 2022. Our developed technology from asset acquisitions acquired in prior years had an estimated weighted average remaining amortization period of 1.3 years as of January 31, 2022.
Amortization expense was $0.7 million, $0.2 million and zero for the fiscal years ended January 31, 2022, 2021 and 2020, respectively.
As of January 31, 2022, future amortization expense related to the intangibles assets is expected to be as follows (in thousands):
Fiscal Years
2023$2,381 
20242,172 
20251,732 
Total future amortization$6,285 
XML 30 R16.htm IDEA: XBRL DOCUMENT v3.22.1
Debt Financing
 12 Months Ended
Jan. 31, 2022
Debt Disclosure [Abstract]  
Debt Financing
7. Debt Financing
Line of Credit
On March 25, 2016, the Company executed a Loan and Security Agreement (the “Agreement”) with a financial institution in the United States (as amended from time to time, including the First Amendment to the Agreement dated December 9, 2016, the Second Amendment to the Agreement dated May 31, 2018, and the Third Amendment to the Agreement dated April 2, 2019). As per the amended Agreement, the Company had access to a line of credit of up to $15 million, to be taken in single or multiple drawdowns. The draws could be taken beginning March 25, 2016 (the “Closing Date”) and payable by the maturity date of June 30, 2020.
In May and October 2020, the Company further amended the Agreement to restate certain terms and definitions, including extending the maturity date to June 30, 2022.
On April 30, 2021, the Company terminated its revolving line of credit agreement with the financial institution. No advances on the line of credit had been taken by the Company through the termination date.
XML 31 R17.htm IDEA: XBRL DOCUMENT v3.22.1
Team Member Benefit Plans
 12 Months Ended
Jan. 31, 2022
Retirement Benefits [Abstract]  
Team Member Benefit Plans 8. Team Member Benefit PlansThe Company contributes to defined contribution plans in a number of countries including a 401(k) savings plan for U.S. based team members and defined contribution arrangements in the United Kingdom, Australia, New Zealand and select other countries based on the legislative and tax requirements of the respective countries. Total contributions to these plans were $2.8 million, $1.9 million and $0.9 million for the years ended January 31, 2022, 2021 and 2020, respectively.
XML 32 R18.htm IDEA: XBRL DOCUMENT v3.22.1
Equity
 12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
Equity
9. Equity
In connection with the IPO, on October 18, 2021, the Company filed a restated certificate of incorporation that authorized the issuance of 1,500,000,000 shares of Class A common stock, 250,000,000 shares of Class B common stock, and 50,000,000 shares of preferred stock at $0.0000025 par value for each class of shares. Common stockholders are entitled to dividends when and if declared by the board of directors. No dividends have been declared to date. The holder of each share of Class A common stock is entitled to one vote and the holder of each share of Class B common stock is entitled to ten votes.
Common Stock
On October 18, 2021, the Company closed its IPO of 8,940,000 shares of Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A common stock, resulting in net proceeds to the Company of $654.6 million, after deducting underwriting discounts of $33.8 million, and before the deferred offering costs. Upon consummation of the IPO, the deferred offering costs of $4.7 million were reclassified into stockholders’ equity as a reduction of the IPO proceeds on the consolidated balance sheets. In addition, an entity affiliated with our founder and the CEO sold 2,500,000 shares of our Class A common stock (upon conversion of shares of Class B common stock) at the IPO. The Company did not receive any proceeds from the sale of shares of its Class A common stock by the selling stockholder.
The Company had shares of common stock reserved for future issuance, on an as-converted basis, as follows (in thousands):
January 31, 2022January 31, 2021
Class A and Class B common stock
Convertible preferred stock— 79,551 
Options issued and outstanding17,146 16,043 
Shares available for issuance under Equity Incentive Plans18,248 4,796 
RSUs issued and outstanding3,280 — 
Shares reserved for issuance to charitable organizations1,636 — 
2021 ESPP 3,271 — 
Warrants issued and outstanding (1)
— 73 
Total43,581 100,463 
______________
(1)Concurrent with the Loan and Security Agreement discussed in “Note 7. Debt Financing”, the Company had issued warrants to the financial institution for shares of the Company’s Class B common stock at an effective
strike price of $1.18 per share. The warrants were issued in two tranches that expire in Fiscal 2027 and Fiscal 2029, respectively. The warrants were classified in equity with negligible carrying value. On November 18, 2021, the Company received a request for the exercise of all of its warrants outstanding. Pursuant to these exercises, the Company issued 72,772 shares of Class B common stock against the $0.1 million cash proceeds received.
Early Exercised Options (subject to a repurchase right)
Certain stock option holders have the right to exercise unvested options, subject to a repurchase right held by the Company at the original exercise price, in the event of voluntary or involuntary termination of employment of the holder. As of January 31, 2022 and 2021, there were 713,967 and 1,197,150 shares, respectively, of unvested options that had been early exercised and were subject to repurchase for a total liability of $6.8 million and $8.1 million, respectively. The liability associated with early exercised options is included in other long-term liabilities in the consolidated balance sheets.
For accounting purposes, issuance of shares will be recognized only on vesting. However, shares issued for the early exercise of options are included in issued and outstanding shares as they are legally issued and outstanding.
Convertible Preferred Stock
Upon the closing of the IPO, all shares of the Company’s convertible preferred stock outstanding of 79.6 million were automatically converted into an equal number of shares of Class B common stock and their carrying value of $424.9 million was reclassified into stockholders’ equity. As of January 31, 2022, there were no shares of convertible preferred stock issued and outstanding.
The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock upon the closing of the IPO (in thousands):
Convertible Preferred StockShares AuthorizedShares Issued and OutstandingNet Carrying Value
Series safe A1539 539 100 
Series safe A25,111 4,911 1,105 
Series safe A31,600 1,600 450 
Series A12,393 12,393 3,954 
Series B21,109 20,901 19,743 
Series C12,282 12,282 21,935 
Series D12,512 12,512 109,440 
Series E14,413 14,413 268,177 
Total79,959 79,551 424,904 
Equity Incentive Plans
In 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), in which shares of common stock of the Company are reserved for issuance of stock options to team members, directors, or consultants. The options generally vest 25% upon completion of one year and then ratably over 36 months. Options generally expire ten years from the date of grant. All these options qualify as equity settled awards and contain no performance conditions.
In September 2021, in connection with the IPO, our board of directors and stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”) as a successor to our 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options, which are intended to qualify for tax treatment under Section 422 of the Internal Revenue Code, and nonqualified stock options, as well for the award of restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), RSUs, and performance and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to our team
members. We may grant all other types of awards to our team members, directors, and consultants. We have initially reserved 13,032,289 shares of our Class A common stock, plus any reserved shares of Class B common stock not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2021 Plan, for issuance as Class A common stock pursuant to awards granted under our 2021 Plan. The number of shares reserved for issuance under our 2021 Plan will increase automatically on February 1 of each of the years from 2022 through 2031. As such, effective as of February 1, 2022, 7,344,382 shares were added to the 2021 Plan.
The awards available for grant under the above Plans for the periods presented were as follows (in thousands):
January 31, 2022January 31, 2021
Available at beginning of period
4,796 1,540 
Awards authorized22,532 5,788 
Options granted (7,936)(4,622)
RSUs granted(3,290)— 
RSUs cancelled and forfeited10 — 
Options cancelled and forfeited2,044 1,970 
Options repurchased92 120 
Available at end of period
18,248 4,796 
In the event that shares previously issued under the above Plans are reacquired by the Company, such shares shall be added to the number of shares then available for issuance under the Plans. In the event that an outstanding stock option for any reason expires or is canceled, the shares allocable to the unexercised portion of such stock option will be added to the number of shares then available for issuance under the Plans.
The 2015 Plan allows the grantees to early exercise stock options.
Stock Options and RSUs
The following table summarizes options activity under our Plans, and related information:
Number of Stock Options Outstanding (in thousands)Weighted Average Exercise PriceWeighted Average Remaining YearsAggregate Intrinsic value (in millions)
Balances at January 31, 2019
9,817 $1.67 8.79$24.0 
Options granted10,632 6.20 8.99
Options exercised(2,141)1.44 4.91
Options cancelled(164)0.61 — 
Options forfeited(1,891)2.64 — 
Balances at January 31, 2020
16,253 $4.56 9.03$70.6 
Options granted4,622 11.27 9.11
Options exercised(2,862)4.87 5.56
Options cancelled(79)3.79 — 
Options forfeited(1,891)5.50 — 
Balances at January 31, 2021
16,043 $6.33 8.39$166.6 
Options granted7,936 18.68 8.50
Options exercised(4,789)5.40 5.07
Options cancelled(81)6.20 — 
Options forfeited(1,963)10.47 — 
Balances at January 31, 2022
17,146 $11.83 8.24$894.8 
Exercisable at January 31, 2022
17,146 
Options vested at January 31, 2022
4,968 $5.22 7.09$292.1 
Options expected to vest at January 31, 2022
12,178 $14.52 8.71$602.8 
The aggregate grant-date fair value of options vested during the years ended January 31, 2022, 2021 and 2020 was $10.8 million, $8.2 million and $1.8 million, respectively. The weighted-average grant-date fair value per share of options granted was $10.81, $3.55 and $2.04 for the years ended January 31, 2022, 2021 and 2020, respectively. The aggregate intrinsic value of options exercised during the years ended January 31, 2022, 2021 and 2020 was $280.5 million, $33.8 million and $16.0 million, respectively. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s estimated stock price at the time of exercise and the exercise price, multiplied by the number of related in-the-money options) that would have been received by the option holders had they exercised their options at the end of the period.
During the year ended January 31, 2022, we granted 0.3 million RSUs to our team members under our 2021 Plan at $82.10 grant-date fair value per share. These RSUs are grants of shares of our common stock, the vesting of which is based on the requisite service requirement. Generally, our RSUs are subject to forfeiture and are expected to vest over two to four years ratably on a combination of bi-annual and quarterly basis. RSUs vested or cancelled during the year ended January 31, 2022 were not material.
As of January 31, 2022 and 2021, approximately $101.8 million and $26.8 million of total unrecognized compensation cost was related to stock options and restricted stock awards granted, that is expected to be recognized over a weighted-average period of 2.3 years and 1.3 years, respectively. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.
Determining Fair Value of Stock Options
The fair value of each stock option grant was estimated on the date of grant, using a Black-Scholes option-pricing model, with the following weighted-average assumptions:
Fiscal Year Ended January 31,
202220212020
Risk-free interest rate1.10 %0.50 %1.90 %
Weighted-average volatility43.50 %31.90 %30.30 %
Weighted-average expected term (in years)6.106.026.04
Dividend yield— %— %— %
Prior to the IPO, the Company estimated the volatility of common stock on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies in the Company's industry group. After the IPO, the Company will continue to use the historical volatility of comparable publicly-traded companies until we establish a sufficient public trading history.
The expected term is based on the simplified method for grants to employees and on the contractual term for non-employees. The simplified method is used given the lack of historical exercise behavior data in the Company.
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is zero percent as the Company has not paid and does not anticipate paying dividends on common stock.
CEO Performance Award
In May 2021, the Company granted 3 million RSUs tied to our Class B common stock to Mr. Sijbrandij, our founder and the CEO, with an estimated aggregate grant date fair value of $8.8 million, estimated utilizing a Monte Carlo valuation model. The model assumed a share price volatility of 45% and a risk free rate of 1.52%. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share on a recognized stock exchange or a per share price received in a corporate transaction defined in the grant. The price hurdles will adjust for stock splits, recapitalizations, and the like. Provided that Mr. Sijbrandij continues to be the CEO of the Company, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price hurdles are achieved. We will recognize total stock-based compensation expense of $8.8 million over the requisite service period of each tranche, which ranged from 2.83 to 7.50 years, using the accelerated attribution method. If the stock price hurdles are met sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the vested portion of these RSUs.
The Company recorded $1.2 million of stock-based compensation expense related to the CEO RSUs during the year ended January 31, 2022. As of January 31, 2022, unrecognized stock-based compensation expense related to these RSUs was $7.6 million which will be recognized over the remaining derived service period of the respective tranches.
2021 Employee Stock Purchase Plan (“ESPP”)
In September 2021, our board of directors and our stockholders approved our 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions and provides a 15% purchase price discount of the fair market value of the Company’s Class A common stock on the enrollment date or purchase date, whichever is lower, as well as up to a 27-month look-back period. We have initially reserved 3,271,090 shares of our Class A common stock for issuance and sale under our 2021 ESPP with automatic increase on February 1 for the first ten calendar years. As such, effective as of February 1, 2022, 1,468,876 shares of our Class A common stock were added to our 2021 ESPP.
The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the initial offering period using the Black-Scholes option-pricing model:
Fiscal Year Ended January 31,
2022
Risk-free interest rate0.07 %
Weighted-average volatility38.47 %
Weighted-average expected term (in years)0.57
Dividend yield— %
The Company recorded $5.1 million of stock-based compensation expense related to the ESPP during the year ended January 31, 2022.
As of January 31, 2022, approximately $6.9 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 0.3 years.
Stock-Based Compensation Expense
The Company recognized stock-based compensation expense (excluding the expense related to the tender offers - “Note 13. Related Party Transactions”) as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
Cost of revenue$1,300 $307 $134 
Research and development8,305 3,142 1,812 
Sales and marketing10,206 2,603 1,150 
General and administrative9,854 1,972 606 
Total stock-based compensation expense, excluding tender offers$29,665 $8,024 $3,702 
The tax benefit recognized in the consolidated statements of operations for stock-based compensation expense was $7.0 million for the year ended January 31, 2022 and not material for the years ended January 31, 2021 and 2020.
XML 33 R19.htm IDEA: XBRL DOCUMENT v3.22.1
Joint Venture and Majority Owned Subsidiary
 12 Months Ended
Jan. 31, 2022
Noncontrolling Interest [Abstract]  
Joint Venture and Majority Owned Subsidiary
10. Joint Venture and Majority Owned Subsidiary
In February 2021, the Company along with Sequoia CBC Junyuan (Hubei) Equity Investment Partnership (Limited Partnership) and Suzhou Gaocheng Xinjian Equity Investment Fund Partnership (Limited Partnership) executed an investment agreement (the “Investment Agreement”) to establish GitLab Information Technology (Hubei) Co., LTD (“JiHu”), a legal entity in the People’s Republic of China. This new company offers a dedicated distribution of GitLab’s DevOps platform available as both a self-managed and SaaS offering (GitLab.cn) that is available only in mainland China, Hong Kong and Macau. The Company contributed an intellectual property license in exchange for a 72.25% equity stake in JiHu and the other two unrelated investors contributed cash in exchange for the remaining equity stake, for a combined interest of $80 million. The term of the Investment Agreement is 50 years unless extended by mutual consent or terminated earlier upon certain specified events. While the Company has disproportionately few voting rights in JiHu pursuant to the Investment Agreement given its 72.25% equity interest, the Company has entered into a license agreement and a technical services agreement with JiHu which when evaluated on a collective basis enables the Company to direct the activities that most significantly affect the economic performance of JiHu. Further, the Company has the obligation to absorb losses and the right to receive benefits of JiHu that could potentially be significant to JiHu. Therefore, the Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, Consolidation. The Company recorded the 27.75% ownership interest of remaining investors as a noncontrolling interest on its consolidated balance sheet. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. JiHu is primarily financed through equity and has no financial borrowings.
Selected financial information of JiHu, post inter-company eliminations, is as follows (in thousands):
Fiscal Year Ended January 31,
2022
Revenue$1,237 
Cost of revenue945 
Gross profit292 
Operating expenses:
Sales and marketing3,200 
Research and development2,299 
General and administrative3,589 
Total operating expenses9,088 
Loss from operations(8,796)
Other income, net67 
Net loss before income taxes(8,729)
Net loss$(8,729)
Net loss attributable to noncontrolling interest$(2,422)
January 31, 2022
Cash and cash equivalents$14,198 
Property and equipment, net769 
Other assets2,765 
Total assets$17,732 
Total liabilities$3,663 
In April 2021, the Company reorganized Meltano Inc. (“Meltano”), which started as an internal project within GitLab in July 2018, into a separate legal entity. The entity was funded by GitLab's contribution of intellectual property with the fair value of approximately $0.4 million and a preferred stock financing from third parties of $4.2 million, representing 12% ownership on a fully diluted basis. Even after the preferred stock financing, the Company is the largest shareholder with majority voting rights. Meltano is considered a majority owned subsidiary of the Company and consolidated in accordance with ASC Topic 810, Consolidation. The Company recorded the preferred stock funding and unvested stock options as noncontrolling interest on its consolidated balance sheet.
XML 34 R20.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes
 12 Months Ended
Jan. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes
11. Income Taxes
The components of total income (loss) from continuing operations before income taxes are as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
US$19,486 $(48,866)$(22,101)
Foreign(178,557)(140,496)(107,440)
Loss before income taxes$(159,071)$(189,362)$(129,541)
The provision for (benefit from) income taxes consisted of the following (in thousands):
Fiscal Year Ended January 31,
202220212020
Current:
Federal and State$(863)$2,517 $783 
Foreign671 315 417 
Total current$(192)$2,832 $1,200 
Deferred:
Federal and State$(1,443)$— $— 
Foreign124 — — 
Total deferred$(1,319)$— $— 
Provision for (benefit from) income taxes$(1,511)$2,832 $1,200 
A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate is as follows:
Fiscal Year Ended January 31,
202220212020
Tax at federal statutory rate21.0 %21.0 %21.0 %
State, net of federal benefit0.2 (0.2)(0.1)
Stock-based compensation4.5 (7.3)(4.4)
Research tax credit1.0 0.2 0.5 
Foreign rate differential6.1 2.8 3.0 
Change in valuation allowance(30.3)(18.6)(20.6)
Foreign derived intangible income deduction0.3 0.2 0.2 
Unrecognized tax benefits(1.3)— — 
Other(0.6)0.4 (0.5)
Total0.9 %(1.5)%(0.9)%
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.
Significant components of the company's deferred tax assets and liabilities are as follows (in thousands):
January 31,
20222021
Deferred tax assets:
Net operating loss carryforwards$99,291 $74,513 
Research tax credits1,211 — 
Deferred revenue3,811 2,411 
Accruals and other assets2,714 628 
Intangibles14,751 — 
Stock-based compensation1,587 161 
Gross deferred tax assets123,365 77,713 
Valuation allowance(115,839)(74,870)
Net deferred tax assets7,526 2,843 
Deferred tax liabilities:
Deferred contract acquisition costs(6,516)(3,756)
Acquired intangibles(1,389)— 
Net deferred tax liabilities$(379)$(913)
Under the provisions of ASC 740, Income Taxes, the determination of the Company’s ability to recognize its deferred tax asset requires an assessment of both negative and positive evidence when determining the Company’s ability to recognize its deferred tax assets. The Company determined that it was not more likely than not that the Company could recognize its deferred tax assets. Evidence evaluated by the Company included operating results during the most recent three-year period and future projections, with more weight given to historical results than expectations of future profitability, which are inherently uncertain. Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets.
The increase of $41.0 million in the valuation allowance for the year ended January 31, 2022 is primarily due to net operating losses generated during the year. As of January 31, 2022, the Company recorded $0.4 million of deferred tax liabilities, net. The Company does not have any deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital.
The Company has not recorded a provision for deferred U.S. tax expense that could result from the remittance of foreign undistributed earnings since the Company intends to reinvest the earnings of the foreign subsidiaries indefinitely. The Company’s share of the undistributed earnings of foreign corporations not included in its consolidated federal income tax returns that could be subject to additional U.S. income tax if remitted is immaterial. As of January 31, 2022, the amount of unrecognized U.S federal deferred income tax liability for undistributed earnings is immaterial.
As of January 31, 2022, the Company had federal net operating loss carryforwards of approximately $3.0 million, state net operating loss carryforwards of approximately $63.0 million and foreign net operating loss carryforwards of approximately $364.5 million. All of the federal net operating loss carryforwards are carried over from an entity acquired in the current fiscal year. The federal net operating loss carryforwards do not expire as they were generated post Tax Cuts and Jobs Act, where net operating losses generated after December 31, 2017 do not expire. The U.S. state net operating loss carryforwards,
if not utilized, will begin to expire on various dates beginning in 2035, and will continue to expire through 2041. The foreign net operating loss carryforwards can be carried forward indefinitely. In addition, the Company has research tax credit carryforwards of approximately $1.2 million for federal purposes. The U.S. Federal Research & Experimentation (R&E) credit, if not utilized, will expire in 2042. The Company also has research tax credit carryforwards of approximately $0.6 million for U.S. state purposes, which do not expire. Pursuant to the U.S. Internal Revenue Code, the net operating loss and R&E credit could be subject to limitation should the Company experience an owner shift of greater than 50 percent over a three-year period; however this limitation is immaterial.
Uncertain Tax Positions
At January 31, 2022, the Company’s U.S. federal 2017 through 2020 tax years were open and subject to potential examination in one or more jurisdictions. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. The Company is currently under examination in the Netherlands for tax years 2015 and 2016. The Company is currently unable to estimate the financial outcome of this examination due to its preliminary status. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. The Company continues to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.
Governments in certain countries where the Company does business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act) enacted by the United States on March 27, 2020. The Company is continuing to analyze these legislative developments which are not material for the period ended January 31, 2022.
As of January 31, 2022, unrecognized tax benefits approximated $5.6 million, of which $0.8 million would affect the effective tax rate if recognized. The Company does not anticipate any of the unrecognized tax benefits to reverse in the next 12 months. The Company did not have unrecognized tax benefits in fiscal year 2021 and 2020.
The reconciliation of the Company's unrecognized tax benefits for the year ended January 31, 2022 is as follows (in thousands):
Total unrecognized tax benefits at February 1, 2021$— 
Gross increases and decreases due to tax positions taken in prior periods4,076 
Gross increases and decreases due to tax position taken in current period1,481 
Gross increases and decreases due to settlements with taxing authorities— 
Gross increases and decreases due to lapses in applicable statutes of limitations— 
Total unrecognized tax benefits at January 31, 2022
$5,557 
It is the Company’s policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. For the years ended January 31, 2022, 2021 and 2020, the Company recognized interest and penalties of $0.1 million, zero and zero
XML 35 R21.htm IDEA: XBRL DOCUMENT v3.22.1
Net Loss per Share
 12 Months Ended
Jan. 31, 2022
Earnings Per Share [Abstract]  
Net Loss per Share
12. Net Loss per Share
The following table sets forth basic and diluted loss per share for each of the periods presented (in thousands, except per share data):
Fiscal Year Ended January 31,
202220212020
Numerator:
Net loss attributable to GitLab$(155,138)$(192,194)$(130,741)
Denominator:
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted79,755 50,343 47,308 
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted$(1.95)$(3.82)$(2.76)
Since we were in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):
January 31, 2022January 31, 2021
Shares subject to outstanding common stock options17,146 16,043 
Unvested RSUs in connection with business combination16 — 
Unvested early exercised stock options714 1,510 
Convertible preferred stock (on an if-converted basis)— 79,551 
RSUs3,264 — 
Shares subject to the 2021 ESPP256 — 
Warrants— 73 
Total
21,396 97,177 
XML 36 R22.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions
 12 Months Ended
Jan. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions
13. Related Party Transactions
In December 2020, the Company’s board of directors facilitated a tender offer which allowed the Company’s current and former team members and founders to sell ordinary shares and vested options to a set of existing investors. These investors purchased 3,887,156 ordinary shares, 408,211 preferred shares, and 556,816 vested options for a total purchase price of $194.1 million. The fair value was $16.71 per share/vested option and the transaction price was $40.00 per ordinary share/vested option. The Company recorded $103.3 million incremental stock-based compensation expense in the consolidated statements of operations for fiscal 2021.
In connection with the above tender offer, during the year ended January 31, 2022, the Company repurchased 13,000 shares of Class B common stock from certain team members (ineligible to participate in the original fiscal 2021 tender offer) of vested stock options for an aggregate amount of $0.6 million. The excess of the transaction price over the fair value of the instruments repurchased has been recognized as additional stock-based compensation expense of $0.3 million. Shares repurchased have
been retired and deducted from common stock for par value and from additional paid in capital for the excess over par value.
Total stock-based compensation expense related to the above-mentioned tender offers included in the consolidated statements of operations was as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
Cost of revenue$— $878 $231 
Sales and marketing344 18,362 2,887 
Research and development— 28,916 10,165 
General and administrative— 55,666 23,887 
Total stock-based compensation expense related to tender offers$344 $103,822 $37,170 
XML 37 R23.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies
 12 Months Ended
Jan. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
14. Commitments and Contingencies
Hosting Infrastructure Commitments
In September 2020, the Company entered into non-cancelable capacity commitments with a hosting infrastructure vendor for a total minimum service commitment of $97.0 million over a five year period. We expect to meet this minimum commitment by the end of fiscal year 2024. Future hosting infrastructure minimum commitments are as follows as of January 31, 2022 (in thousands):
TotalLess than 1 Year1-3 Years
Purchase commitments$72,998 $24,728 $48,270 
Loss Contingencies
In accordance with ASC 450, Loss Contingencies, the Company accrues for contingencies when losses become probable and reasonably estimable. If applicable, the Company accrues receivables for probable insurance or other third-party recoveries. Accordingly, the Company has recorded an estimated liability related to certain labor matters regarding its use of contractors in certain foreign countries. As of January 31, 2022 and 2021, the estimated liability relating to these matters was $2.6 million and $2.3 million, respectively.
Warranties and Indemnifications
The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements.
In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be
limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments.
In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid.
Legal Proceedings
We are, and from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results.
Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
XML 38 R24.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events
 12 Months Ended
Jan. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events
15. Subsequent Events
On March 29, 2022, JiHu closed its Series A-1 round of financing. Investors contributed in the aggregate approximately $29.0 million and subsequent to the closing, the Company retains control over JiHu.
On April 4, 2022, Meltano closed its Series Seed-2 round of financing. Investors contributed in the aggregate approximately $8.2 million and subsequent to the closing, the Company retains control over Meltano.
XML 39 R25.htm IDEA: XBRL DOCUMENT v3.22.1
Schedule II: Valuation and Qualifying Accounts
 12 Months Ended
Jan. 31, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II: Valuation and Qualifying Accounts
Schedule II: Valuation and Qualifying Accounts
The table below details the activity of the deferred tax valuation allowance for the fiscal years ended January 31, 2022, 2021, and 2020:
Balance at Beginning of YearAdditionsWrite-offs or DeductionsBalance at End of Year
(in thousands)
Year ended January 31, 2022
Deferred tax valuation allowance$74,870 $40,969 $— $115,839 
Year ended January 31, 2021
Deferred tax valuation allowance$37,847 $37,023 $— $74,870 
Year ended January 31, 2020
Deferred tax valuation allowance$14,058 $23,789 $— $37,847 
XML 40 R26.htm IDEA: XBRL DOCUMENT v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Fiscal Year
Fiscal Year
The Company's fiscal year ends on January 31. For example, references to fiscal 2022 and 2021 refer to the fiscal year ended January 31, 2022 and 2021, respectively.
Use of Estimates
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, fair valuation of stock-based compensation, fair value of contingent consideration, valuation allowance for deferred income taxes, valuation of intangibles assets, and impairment of goodwill. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions, including the impact of the COVID-19 pandemic, that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.
Principles of Consolidation
Principles of Consolidation
The consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries as well as a variable interest entity for which our Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation.
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Our consolidated financial statements include the operating results of the acquired entity beginning from the date of acquisition.
Foreign Currency
Foreign Currency
The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each foreign subsidiary and the variable interest entity in accordance with ASC 830, Foreign Currency Matters, based on the currency of the primary economic environment in which each subsidiary and the variable interest entity operate. Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency.
For subsidiaries where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at current exchange rates and foreign currency denominated non-monetary assets and liabilities are re-measured into U.S. dollars at historical exchange rates.
Gains or losses from foreign currency remeasurement and settlements are included in foreign exchange gains (losses), net in other income (expense), net on the consolidated statements of operations. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign exchange gains (losses), net of $(29.1) million, $23.4 million and $(4.9) million, respectively.
For subsidiaries and the variable interest entity where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate stockholders’ equity (deficit) into U.S. dollars. The Company records translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit) in the consolidated balance sheets. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign translation adjustments of $27.6 million, $(24.0) million, and $4.2 million, respectively.
Foreign currency translation adjustments and the offsetting foreign exchange gain or losses for the periods presented are primarily caused by the intercompany loans of short-term nature for entities where functional currency is not the U.S. dollar.
Cash, Cash Equivalents, and Restricted Cash Cash, Cash Equivalents, and Restricted CashCash and cash equivalents as of January 31, 2022 and 2021, consisted of cash held in checking and savings accounts and investments in money market accounts. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash consists of $2.5 million acquisition related security deposit withheld in an escrow for post-closing indemnification claims recorded in other long-term assets on consolidated balance sheet as of January 31, 2022, refer to “Note 5. Business Combination.”
Short-Term Investments
Short-Term Investments
The Company classifies certificates of deposits with banks with an original maturity of three months or greater at the date of purchase as short-term investments and such investments are carried at amortized cost, which approximates their fair value.
Accounts Receivable and Allowance for Doubtful Accounts Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable, which represent trade receivables from the Company’s customers, are recorded at the invoiced amount and do not bear interest. The Company extends credit of typically 30 to 60 days to its customers in the normal course of business and does not require collateral from its customers. The Company establishes an allowance for doubtful accounts based on its estimate of the collectability of the accounts. The estimate is based on the age of the individual outstanding invoices and the collection history of each customer.
Concentration of Credit Risk and Significant Customers
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash, cash equivalents, restricted cash, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances. To minimize credit losses on accounts receivable, the Company extends credit to customers based on an evaluation of their ability to pay amounts due under contractual arrangement.
The Company uses various distribution channels.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. The Company also recorded at fair value acquisition related contingent considerations further discussed in “Note 5. Business Combination.”
The Company measures assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.
Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.
Revenue Recognition
Revenue Recognition
The Company generates revenue primarily from offering self-managed (on-premise) and SaaS subscriptions. Revenue is also generated from professional services, including consulting and training.
In accordance with ASC 606, revenue is recognized when a customer obtains control of the promised products and services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products and services. To achieve the core principle of this standard, the Company applies the following five-step model as a framework:
1)Identify the contract with a customer. We consider the terms and conditions of our arrangements with customers to identify contracts under ASC 606. We consider that we have a contract with a customer when the contract is approved, we can identify each party's rights regarding the products and services to be transferred, we can identify the payment terms for the products and services, we have determined the customer has the ability and intent to pay, and the contract has commercial substance. We apply judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. At contract inception, we also evaluate whether two or more contracts should be combined and accounted for as a single contract. Further, contract modifications generally qualify as a separate contract.
The typical term of a subscription contract for self-managed or SaaS offering is one to three years. Our contracts are non-cancelable over the contract term and we act as principal in all our customer contracts. Customers have the right to terminate their contracts generally only if we breach the contract and we fail to remedy the breach in accordance with the contractual terms.
2)Identify the performance obligations in the contract. Performance obligations in our contracts are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract.
Our self-managed subscriptions include two performance obligations: (i) to provide access to proprietary features in our software, and (ii) to provide support and maintenance (including the combined obligation to provide software updates on when and if available basis).
Our SaaS products provide access to hosted software as well as support, which is evaluated to be a single performance obligation.
Services-related performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software except in certain limited unique contracts.
Some of our customers have the option to purchase additional licenses or renew at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are either at the same price as the existing licenses or are within our range of standalone selling price and, as such, would not result in a separate performance obligation. Where material rights are identified in our contracts, they are treated as separate performance obligations.
3)Determine the transaction price. We determine transaction price based on the consideration to which we expect to be entitled in exchange for transferring products and services to the customer.
Variable consideration is included in the transaction price only to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur when the uncertainty associated with the variable consideration is resolved. Our contracts are non-refundable and non-cancellable. We do not offer refunds, rebates or credits to our customers in the normal course of business. The impact of variable considerations has not been material.
For contracts with a one year term, we applied a practical expedient available under ASC 606 and made no evaluation for the existence of a significant financing component. In these contracts, at contract inception, the period between when we expect to transfer a promised product or service to the customer and when the customer pays for that product or service will be one year or less. For contracts with terms of more than a year, we have applied judgment in determining that advance payments in such contracts are not collected with the primary intention of availing finance and therefore, do not represent a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). We do not offer the right of refund in our contracts.
4)Allocate the transaction price to the performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. We use judgment in determining the SSP for our products and services. We typically assess the SSP for our products and services on an annual basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. The expected cost-plus margin approach is currently used to determine SSP for each distinct performance obligation for self-managed subscriptions.
We have concluded that (i) the right to use the software and (ii) the right to receive technical support and software fixes and updates are two distinct performance obligations in our self-managed subscriptions. Since neither of these performance obligations are sold on a standalone basis, we estimate stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and update the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions, which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support.
5)Revenue is recognized when or as we satisfy a performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised products and services to a customer. We recognize revenue when we transfer control of the products and services to our customers for an amount that reflects the consideration that we expect to receive in exchange for those products and services. All revenue is generated from contracts with customers.
Subscription - self-managed and SaaS
Subscription - self-managed
The Company's self-managed and SaaS subscriptions consist of support, maintenance, upgrades and updates on a when-and-if-available basis. Revenue for support and maintenance is recognized ratably over the contract period based on the stand-ready nature of these subscription elements.
The Company offers three tiers of paid subscriptions as part of the self-managed model: Starter, Premium, and Ultimate. Subscriptions for self-managed licenses include both (i) a right to use the underlying software (License revenue - Self managed) and (ii) a right to receive post-contract customer support during the subscription term (Subscription revenue - Self managed). Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when and if available basis) and support services. The Company has concluded that the right to use the software, which is recognized upon delivery of the license, and the right to receive technical support and software
fixes and updates, which is recognized ratably over the term of the arrangement, are two distinct performance obligations. Since neither of these performance obligations are sold on a standalone basis, the Company estimates the stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and updates the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support. Based on this model, the Company allocated between 1-15% of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these consolidated financial statements.
Starter tier is now deprecated and available for a limited transitory period to our existing customers.
SaaS
We also offer three tiers of paid SaaS subscriptions: Starter (previously Bronze), Premium (previously Gold), and Ultimate (previously Platinum). These subscriptions provide access to our latest managed version of our product hosted in a public cloud. Revenue from our SaaS products (Subscription revenue - SaaS) is recognized ratably over the contract period when the performance obligation is satisfied.
The typical term of a subscription contract for self-managed or SaaS offering is one to three years.
Starter tier is now deprecated and available for a limited transitory period to our existing customers.
License - self-managed and other
The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with rights to use proprietary software features. The Company allocates between 1-15% of the transaction value to License revenue, which is recognized upfront when the software license is made available to our customer.
Other revenue consists of professional services revenue which is primarily derived from fixed fee offerings which are subject to customer acceptance. Given the Company’s limited history of providing professional services, uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract. Accordingly, revenue is recognized upon satisfaction of all requirements per the applicable contract. Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered.
The Company presents financial information about disaggregation of revenue in “Note 3. Revenues” of the consolidated financial statements.
Deferred Revenue
Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The portion of deferred revenue that the Company will recognize during the twelve-month period from the balance sheet date is recorded within current liabilities and the remaining portion is recorded as long-term.
The Company receives payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Customers are generally billed in advance, including some multi-year contracts, but the majority of customers in multi-year contracts specifically request to pay annually in advance. Payment terms on invoiced amounts are typically 30 to 60 days. In limited cases, the Company has offered deferred payment terms of a maximum of one year in contracts with a one year contractual term. Contract assets include amounts related to our
contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced; such amounts have been immaterial to date.
During the fiscal years ended January 31, 2022, 2021 and 2020, $87.1 million, $58.1 million and $29.2 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented. The increase in deferred revenue balances for the periods presented is mainly attributable to the growth of contracts with new as well as existing customers.
Remaining Performance Obligations
As of January 31, 2022 and 2021, the aggregate amount of the transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $312.4 million and $159.9 million, respectively. As of January 31, 2022, we expected to recognize approximately 65% of the transaction price as product or services revenue over the next 12 months and the remainder thereafter.
Deferred Contract Acquisition Costs
Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalized. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. The Company determines whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract. The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable.
Commissions and bonuses paid upon the acquisition of an initial contract are amortized over an estimated period of benefit which has been determined generally to be three years based on historical analysis of average customer life and useful life of our product offerings. Commissions paid for subsequent renewals are amortized over the renewal term. Amortization is recognized on a straight-line basis and included in sales and marketing expenses in the consolidated statements of operations. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the periods presented.
Cost of Revenue
Cost of Revenue
Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, third-party cloud infrastructure expenses incurred in connection with the customers’ use of GitLab; compensation paid to the Company's customer support personnel, including contractors; and allocated overhead.
Cost of revenue for self-managed license includes personnel-related expenses. Other costs of revenue include professional services, primarily compensation paid to the Company's professional services personnel, including contractors; and allocated overhead.
Research and Development
Research and Development
Costs related to research and development of the Company’s software offerings are expensed as incurred. These costs consist primarily of compensation paid to the Company's research and development personnel, including contractors; and allocated overhead associated with developing new features or enhancing existing features.
The Company’s internal customer software development process follows an iterative process that results in more frequent software releases than do traditional sequential or waterfall development methodologies and also results in internal validation of the software releases very shortly before they are made available to customers. Therefore, to date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility through internal validation of the software releases. As such, all related software development costs are expensed as incurred and included in research and development expenses in the consolidated statements of operations. To date, software development for internal use has been immaterial and no such costs have been capitalized.
Advertising Costs Advertising CostsAdvertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations. These include costs incurred on public relations, website design, advertising, field marketing, and market research services.
Commitments and Contingencies, Policy
Loss Contingencies
If an exposure to any potential claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. If applicable, the Company records receivables for probable insurance or other third-party recoveries. Due to uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Legal fees and other costs associated with such actions are expensed as incurred.
Income Taxes
Income Taxes
The Company is subject to income taxes in the United States and several foreign jurisdictions. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are
expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.
Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management applies significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that were more likely than not to be realized in the future. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed.
Compliance with income tax regulations requires the Company to take certain tax positions. In assessing the exposure associated with various filing positions, the Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, if any, are included within the provision for income taxes in the consolidated statement of operations.
Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)
Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)
Comprehensive loss includes net loss and changes in stockholders’ equity (deficit) that are excluded from net loss due to changes in the Company’s cumulative foreign currency translation account.
Net Loss per Share Attributable to Common Stockholders
Net Loss per Share Attributable to Common Stockholders
Basic net loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. For this calculation, convertible preferred stock, warrants and stock options are considered potentially dilutive instruments. While the convertible preferred stock has participating rights for dividends, it does not participate in losses and hence will not qualify as a participating security in the periods in which the Company generates a loss.
Stock-Based Compensation
Stock-Based Compensation
The Company has granted equity classified stock-based awards consisting primarily of stock options to team members, members of its board of directors, and non-employee advisors. The majority of the Company's stock-based awards have been granted to team members and the service-based vesting condition for the majority of these awards is satisfied over four years.
The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are recorded as they occur. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options.
The Company records incremental stock-based compensation expense when certain affiliated stockholders or new investors purchase shares from team members and founders of the Company in excess of the fair value of such shares as part of secondary stock purchase transactions. The Company recognized any such excess value as stock-based compensation expense in the consolidated statements of operations.
In May 2021, the Company granted 3 million shares of Restricted Stock Units (“RSUs”) tied to our Class B common stock to Mr. Sijbrandij, our founder and CEO. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share. The fair value of the RSUs was determined utilizing a Monte Carlo valuation model. Any portion of these RSUs may only be earned upon a corporate transaction or after a liquidity event and only to the extent Mr. Sijbrandij continues to lead the company as our CEO. We will recognize total stock-based compensation expense over the derived service period of each tranche using the accelerated attribution method, regardless of whether the stock price hurdles are achieved. Refer to “Note 9. Equity” for further discussion.
In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing model, and determine volatility over an expected term based on the historical volatility of the Company’s peer group, until we establish a sufficient public trading history of our own stock price. The ESPP provides for up to a 27-month offering period, and includes four purchase periods of approximately six months. The ESPP allows eligible team members to purchase shares of our common stock at a 15% discount on the lower price of either (i) the offering period begin date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date.
Segment Reporting
Segment Reporting
Our primary business activity is to sell subscriptions on both self-managed and SaaS models. Our chief operating decision maker, who is the Co-founder and Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Accordingly, we operate our business as one operating segment and one reporting unit. The Company presents financial information about geographical mix of revenue and long-lived assets in Note 3 and Note 4, respectively, of the consolidated financial statements.
Business Combination
Business Combination
On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.
We amortize our acquired intangible assets in business combinations and asset acquisitions on a straight-line basis with definite lives over a period of three years.
Property and Equipment, net Property and Equipment, NetProperty and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. The Company depreciates leasehold improvements over the shorter of the remaining lease term or estimated useful life of five years, and computers over two years.
Impairment of Long-Lived Assets
Impairment of Long-lived Assets
We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (including an intangible asset) may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If a long-lived asset (including an intangible asset) is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We have made no material adjustments to our long-lived assets (including intangible assets) in any of the years presented.
We test our goodwill for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. We found no goodwill impairment in any of the periods presented.
Preferred Stock
Preferred Stock
There has been no beneficial conversion feature with respect to the preferred stock issued by the Company and the conditions for separation have not been met; as such, the entire proceeds have been allocated to preferred stock.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted
Recently Adopted Accounting Standards
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”), which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40, Intangibles-Goodwill and Other, to determine which implementation costs to capitalize as assets or expense as incurred. The Company has prospectively adopted ASU 2018-15 as of February 1, 2021 with no material impact.
Recently Issued Accounting Standards Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“Topic 842”). Topic 842 supersedes the lease requirements in ASC Topic 840, Leases. Under Topic 842, lessees are required to recognize assets and liabilities on the consolidated balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For public companies, Topic 842 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has elected to use the extended transition period that allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under the JOBS Act. For as long as the Company remains an “emerging growth company,” the new guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The adoption of ASU 2016-02 is not expected to have a material effect on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the
measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Since the Company follows private company’s adoption timelines, this new guidance is effective for the Company for its fiscal year beginning February 1, 2023. The Company is currently evaluating the effect of the adoption of ASU 2016-13 on its consolidated financial statements. The effect will largely depend on the composition and credit quality of the Company's portfolio of financial assets and the economic conditions at the time of adoption.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes in order to reduce cost and complexity of its application. This new guidance is effective for the Company for its fiscal year beginning February 1, 2022 and interim periods within its fiscal year beginning February 1, 2023. Early adoption is permitted. The adoption of ASU 2019-12 is not expected to have a material effect on the Company’s consolidated financial statements.
XML 41 R27.htm IDEA: XBRL DOCUMENT v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Jan. 31, 2022
Accounting Policies [Abstract]  
Capitalized Contract Cost
The following table presents the change in deferred contract acquisition costs (in thousands):
January 31,
202220212020
Beginning balance$30,476 $14,375 $7,156 
Added during the year41,998 34,570 15,179 
Amortized during the year(33,368)(18,469)(7,960)
Ending balance$39,106 $30,476 $14,375 
XML 42 R28.htm IDEA: XBRL DOCUMENT v3.22.1
Revenues (Tables)
 12 Months Ended
Jan. 31, 2022
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages):
Fiscal Year Ended January 31,
202220212020
Subscription—self-managed and SaaS$226,163 90 %$132,763 87 %$70,367 87 %
Subscription—self-managed179,564 72 114,949 75 65,420 81 
SaaS46,599 18 17,814 12 4,947 6 
License—self-managed and other$26,490 10 %$19,413 13 %$10,860 13 %
License—self-managed20,171 8 14,525 10 9,879 12 
Professional services and other6,319 2 4,888 3 981 1 
Total revenue$252,653 100 %$152,176 100 %$81,227 100 %
Revenue from External Customers by Geographic Areas
The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands):
Fiscal Year Ended January 31,
202220212020
United States$211,520 $125,990 $67,823 
Europe36,478 22,348 11,167 
Asia Pacific4,655 3,838 2,237 
Total revenue$252,653 $152,176 $81,227 
XML 43 R29.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components (Tables)
 12 Months Ended
Jan. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
January 31, 2022January 31, 2021
Prepaid software subscriptions$3,950 $2,185 
Prepaid expenses for the Company’s events266 673 
Prepaid advertising costs722 784 
Prepaid payroll deposits981 1,125 
Prepaid insurance4,309 9 
Prepaid income taxes3,168 785 
Other prepaid expenses1,834 1,231 
Other current assets314 500 
Total prepaid expense and other current assets$15,544 $7,292 
Property, Plant and Equipment
Property and equipment, net of the following (in thousands):
January 31, 2022
Computer and office equipment $3,049 
Leasehold improvements765 
3,814 
Less: Accumulated depreciation(543)
Total property and equipment, net$3,271 
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas
Long-lived assets, comprising of property and equipment, net, by geographic area were as follows based on their physical location (in thousands):
January 31, 2022
United States$2,233 
China769 
Other countries (1)
269 
Total property and equipment, net$3,271 
(1) No other individual country accounted for more than 10% of the Company’s property and equipment, net for the period presented.
Schedule of Other Assets, Noncurrent
Other assets consisted of the following (in thousands):
January 31, 2022January 31, 2021
Restricted cash (1)
$2,500 $— 
Security deposits2,832 1,500 
Other long-term assets1,819 — 
Total other assets$7,151 $1,500 
(1) Refer to “Note 5. Business Combination” for a discussion of restricted cash related to the acquisition of Opstrace, Inc.
Schedule of Accrued Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
January 31, 2022January 31, 2021
Accrued expenses$8,605 $4,010 
Income taxes payable319 206 
ESPP employee contributions6,557 — 
Indirect taxes payable4,044 1,907 
Acquisition related contingent cash consideration3,029 — 
Other current liabilities2,017 1,225 
Total accrued expenses and other current liabilities$24,571 $7,348 
Schedule of Accounts Payable and Accrued Liabilities
Accrued compensation and benefits consisted of the following (in thousands):
January 31, 2022January 31, 2021
Accrued commissions$8,417 $6,564 
Payroll taxes payable 14,506 4,906 
Accrued team member related payables, excluding commissions9,897 1,709 
Total accrued compensation and benefits$32,820 $13,179 
Other Noncurrent Liabilities
Other long-term liabilities consisted of the following (in thousands):
January 31, 2022January 31, 2021
Early exercised options liability$6,837 $8,103 
Acquisition related contingent cash consideration4,929 — 
Acquisition related consideration withheld in an escrow2,500 — 
Deferred tax liabilities379 913 
Contingent liability for labor matters2,573 2,062 
Other long-term liabilities 784 — 
Total other long-term liabilities$18,002 $11,078 
XML 44 R30.htm IDEA: XBRL DOCUMENT v3.22.1
Business Combination (Tables)
 12 Months Ended
Jan. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The transaction was accounted for as a business combination. The acquisition date fair value of the consideration transferred consisted of the following (in thousands):
Cash consideration$2,970 
Fair value of common stock issued on closing959 
Contingent common stock consideration (classified under additional paid-in capital)1,754 
Contingent cash consideration (classified under accrued expenses and other current liabilities)3,007 
Contingent cash consideration (classified under other long-term liabilities)4,893 
Total consideration$13,583 
The following table reflects the preliminary fair values of assets acquired and liabilities assumed (in thousands):
Cash and cash equivalents$147 
Developed technology6,200 
Goodwill8,145 
Accrued expenses and payroll(178)
Deferred tax liability (731)
Net assets acquired$13,583 
Schedule of Noncash or Part Noncash Acquisitions
Non-cash investing activities involving this acquisition as reflected in the consolidated statements of cash flows for the fiscal year 2022 were as follows (in thousands):
Supplemental disclosure of non-cash investing activities:
Consideration withheld in an escrow$2,500 
Issuance of common stock in connection with business combination$959 
Contingent cash consideration in connection with business combination$7,900 
Contingent stock consideration in connection with business combination$1,754 
XML 45 R31.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Intangible Assets, Net (Tables)
 12 Months Ended
Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The changes in the carrying amount of goodwill were as follows (in thousands):
Carrying Amount
Balance as of January 31, 2021$— 
Addition8,145 
Balance as of January 31, 2022$8,145 
Schedule of Finite-Lived Intangible Assets
Intangible assets consisted of the following as of January 31, 2022 (in thousands):
Gross Carrying AmountAccumulated AmortizationNet Book Value
Developed technology from business combination$6,200 $(334)$5,866 
Developed technology from asset acquisitions (1)
1,402 (983)419 
Total$7,602 $(1,317)$6,285 
Intangible assets consisted of the following as of January 31, 2021 (in thousands):
Gross Carrying AmountAccumulated AmortizationNet Book Value
Developed technology from asset acquisitions (1)
$1,524 $(727)$797 
(1) The amounts in the tables above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying intangibles.
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
As of January 31, 2022, future amortization expense related to the intangibles assets is expected to be as follows (in thousands):
Fiscal Years
2023$2,381 
20242,172 
20251,732 
Total future amortization$6,285 
XML 46 R32.htm IDEA: XBRL DOCUMENT v3.22.1
Equity (Tables)
 12 Months Ended
Jan. 31, 2022
Equity [Abstract]  
Schedule of Stock Reserved For Future Issuance
The Company had shares of common stock reserved for future issuance, on an as-converted basis, as follows (in thousands):
January 31, 2022January 31, 2021
Class A and Class B common stock
Convertible preferred stock— 79,551 
Options issued and outstanding17,146 16,043 
Shares available for issuance under Equity Incentive Plans18,248 4,796 
RSUs issued and outstanding3,280 — 
Shares reserved for issuance to charitable organizations1,636 — 
2021 ESPP 3,271 — 
Warrants issued and outstanding (1)
— 73 
Total43,581 100,463 
______________
(1)Concurrent with the Loan and Security Agreement discussed in “Note 7. Debt Financing”, the Company had issued warrants to the financial institution for shares of the Company’s Class B common stock at an effective
strike price of $1.18 per share. The warrants were issued in two tranches that expire in Fiscal 2027 and Fiscal 2029, respectively. The warrants were classified in equity with negligible carrying value. On November 18, 2021, the Company received a request for the exercise of all of its warrants outstanding. Pursuant to these exercises, the Company issued 72,772 shares of Class B common stock against the $0.1 million cash proceeds received.
Temporary Equity
The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock upon the closing of the IPO (in thousands):
Convertible Preferred StockShares AuthorizedShares Issued and OutstandingNet Carrying Value
Series safe A1539 539 100 
Series safe A25,111 4,911 1,105 
Series safe A31,600 1,600 450 
Series A12,393 12,393 3,954 
Series B21,109 20,901 19,743 
Series C12,282 12,282 21,935 
Series D12,512 12,512 109,440 
Series E14,413 14,413 268,177 
Total79,959 79,551 424,904 
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award
The awards available for grant under the above Plans for the periods presented were as follows (in thousands):
January 31, 2022January 31, 2021
Available at beginning of period
4,796 1,540 
Awards authorized22,532 5,788 
Options granted (7,936)(4,622)
RSUs granted(3,290)— 
RSUs cancelled and forfeited10 — 
Options cancelled and forfeited2,044 1,970 
Options repurchased92 120 
Available at end of period
18,248 4,796 
Share-based Payment Arrangement, Option, Activity
The following table summarizes options activity under our Plans, and related information:
Number of Stock Options Outstanding (in thousands)Weighted Average Exercise PriceWeighted Average Remaining YearsAggregate Intrinsic value (in millions)
Balances at January 31, 2019
9,817 $1.67 8.79$24.0 
Options granted10,632 6.20 8.99
Options exercised(2,141)1.44 4.91
Options cancelled(164)0.61 — 
Options forfeited(1,891)2.64 — 
Balances at January 31, 2020
16,253 $4.56 9.03$70.6 
Options granted4,622 11.27 9.11
Options exercised(2,862)4.87 5.56
Options cancelled(79)3.79 — 
Options forfeited(1,891)5.50 — 
Balances at January 31, 2021
16,043 $6.33 8.39$166.6 
Options granted7,936 18.68 8.50
Options exercised(4,789)5.40 5.07
Options cancelled(81)6.20 — 
Options forfeited(1,963)10.47 — 
Balances at January 31, 2022
17,146 $11.83 8.24$894.8 
Exercisable at January 31, 2022
17,146 
Options vested at January 31, 2022
4,968 $5.22 7.09$292.1 
Options expected to vest at January 31, 2022
12,178 $14.52 8.71$602.8 
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The fair value of each stock option grant was estimated on the date of grant, using a Black-Scholes option-pricing model, with the following weighted-average assumptions:
Fiscal Year Ended January 31,
202220212020
Risk-free interest rate1.10 %0.50 %1.90 %
Weighted-average volatility43.50 %31.90 %30.30 %
Weighted-average expected term (in years)6.106.026.04
Dividend yield— %— %— %
The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the initial offering period using the Black-Scholes option-pricing model:
Fiscal Year Ended January 31,
2022
Risk-free interest rate0.07 %
Weighted-average volatility38.47 %
Weighted-average expected term (in years)0.57
Dividend yield— %
Share-based Payment Arrangement, Expensed and Capitalized, Amount
The Company recognized stock-based compensation expense (excluding the expense related to the tender offers - “Note 13. Related Party Transactions”) as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
Cost of revenue$1,300 $307 $134 
Research and development8,305 3,142 1,812 
Sales and marketing10,206 2,603 1,150 
General and administrative9,854 1,972 606 
Total stock-based compensation expense, excluding tender offers$29,665 $8,024 $3,702 
Total stock-based compensation expense related to the above-mentioned tender offers included in the consolidated statements of operations was as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
Cost of revenue$— $878 $231 
Sales and marketing344 18,362 2,887 
Research and development— 28,916 10,165 
General and administrative— 55,666 23,887 
Total stock-based compensation expense related to tender offers$344 $103,822 $37,170 
XML 47 R33.htm IDEA: XBRL DOCUMENT v3.22.1
Joint Venture and Majority Owned Subsidiary (Tables)
 12 Months Ended
Jan. 31, 2022
Noncontrolling Interest [Abstract]  
Schedule of Variable Interest Entities
Selected financial information of JiHu, post inter-company eliminations, is as follows (in thousands):
Fiscal Year Ended January 31,
2022
Revenue$1,237 
Cost of revenue945 
Gross profit292 
Operating expenses:
Sales and marketing3,200 
Research and development2,299 
General and administrative3,589 
Total operating expenses9,088 
Loss from operations(8,796)
Other income, net67 
Net loss before income taxes(8,729)
Net loss$(8,729)
Net loss attributable to noncontrolling interest$(2,422)
January 31, 2022
Cash and cash equivalents$14,198 
Property and equipment, net769 
Other assets2,765 
Total assets$17,732 
Total liabilities$3,663 
XML 48 R34.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes (Tables)
 12 Months Ended
Jan. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The components of total income (loss) from continuing operations before income taxes are as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
US$19,486 $(48,866)$(22,101)
Foreign(178,557)(140,496)(107,440)
Loss before income taxes$(159,071)$(189,362)$(129,541)
Schedule of Components of Income Tax Expense (Benefit)
The provision for (benefit from) income taxes consisted of the following (in thousands):
Fiscal Year Ended January 31,
202220212020
Current:
Federal and State$(863)$2,517 $783 
Foreign671 315 417 
Total current$(192)$2,832 $1,200 
Deferred:
Federal and State$(1,443)$— $— 
Foreign124 — — 
Total deferred$(1,319)$— $— 
Provision for (benefit from) income taxes$(1,511)$2,832 $1,200 
Schedule of Effective Income Tax Rate Reconciliation
A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate is as follows:
Fiscal Year Ended January 31,
202220212020
Tax at federal statutory rate21.0 %21.0 %21.0 %
State, net of federal benefit0.2 (0.2)(0.1)
Stock-based compensation4.5 (7.3)(4.4)
Research tax credit1.0 0.2 0.5 
Foreign rate differential6.1 2.8 3.0 
Change in valuation allowance(30.3)(18.6)(20.6)
Foreign derived intangible income deduction0.3 0.2 0.2 
Unrecognized tax benefits(1.3)— — 
Other(0.6)0.4 (0.5)
Total0.9 %(1.5)%(0.9)%
Schedule of Deferred Tax Assets and Liabilities
Significant components of the company's deferred tax assets and liabilities are as follows (in thousands):
January 31,
20222021
Deferred tax assets:
Net operating loss carryforwards$99,291 $74,513 
Research tax credits1,211 — 
Deferred revenue3,811 2,411 
Accruals and other assets2,714 628 
Intangibles14,751 — 
Stock-based compensation1,587 161 
Gross deferred tax assets123,365 77,713 
Valuation allowance(115,839)(74,870)
Net deferred tax assets7,526 2,843 
Deferred tax liabilities:
Deferred contract acquisition costs(6,516)(3,756)
Acquired intangibles(1,389)— 
Net deferred tax liabilities$(379)$(913)
Schedule of Unrecognized Tax Benefits Roll Forward
The reconciliation of the Company's unrecognized tax benefits for the year ended January 31, 2022 is as follows (in thousands):
Total unrecognized tax benefits at February 1, 2021$— 
Gross increases and decreases due to tax positions taken in prior periods4,076 
Gross increases and decreases due to tax position taken in current period1,481 
Gross increases and decreases due to settlements with taxing authorities— 
Gross increases and decreases due to lapses in applicable statutes of limitations— 
Total unrecognized tax benefits at January 31, 2022
$5,557 
XML 49 R35.htm IDEA: XBRL DOCUMENT v3.22.1
Net Loss per Share (Tables)
 12 Months Ended
Jan. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth basic and diluted loss per share for each of the periods presented (in thousands, except per share data):
Fiscal Year Ended January 31,
202220212020
Numerator:
Net loss attributable to GitLab$(155,138)$(192,194)$(130,741)
Denominator:
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted79,755 50,343 47,308 
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted$(1.95)$(3.82)$(2.76)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):
January 31, 2022January 31, 2021
Shares subject to outstanding common stock options17,146 16,043 
Unvested RSUs in connection with business combination16 — 
Unvested early exercised stock options714 1,510 
Convertible preferred stock (on an if-converted basis)— 79,551 
RSUs3,264 — 
Shares subject to the 2021 ESPP256 — 
Warrants— 73 
Total
21,396 97,177 
XML 50 R36.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions (Tables)
 12 Months Ended
Jan. 31, 2022
Related Party Transactions [Abstract]  
Share-based Payment Arrangement, Expensed and Capitalized, Amount
The Company recognized stock-based compensation expense (excluding the expense related to the tender offers - “Note 13. Related Party Transactions”) as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
Cost of revenue$1,300 $307 $134 
Research and development8,305 3,142 1,812 
Sales and marketing10,206 2,603 1,150 
General and administrative9,854 1,972 606 
Total stock-based compensation expense, excluding tender offers$29,665 $8,024 $3,702 
Total stock-based compensation expense related to the above-mentioned tender offers included in the consolidated statements of operations was as follows (in thousands):
Fiscal Year Ended January 31,
202220212020
Cost of revenue$— $878 $231 
Sales and marketing344 18,362 2,887 
Research and development— 28,916 10,165 
General and administrative— 55,666 23,887 
Total stock-based compensation expense related to tender offers$344 $103,822 $37,170 
XML 51 R37.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies (Tables)
 12 Months Ended
Jan. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Contractual Obligation, Fiscal Year Maturity Future hosting infrastructure minimum commitments are as follows as of January 31, 2022 (in thousands):
TotalLess than 1 Year1-3 Years
Purchase commitments$72,998 $24,728 $48,270 
XML 52 R38.htm IDEA: XBRL DOCUMENT v3.22.1
Organization and Description of Business (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Oct. 18, 2021
USD ($)
$ / shares
shares
Jan. 31, 2019
shares
Jan. 31, 2022
USD ($)
shares
Jan. 31, 2021
USD ($)
shares
Jan. 31, 2020
USD ($)
shares
Oct. 17, 2021
USD ($)
shares
Class of Stock [Line Items]            
Stock split conversion ratio   4        
Proceeds from initial public offering, net of underwriting discounts     $ 654,552 $ 0 $ 0  
Deferred offering cost capitalized     4,700      
Deferred offering costs           $ 4,700
Payments of deferred offering costs $ 4,700   $ 4,667 $ 0 $ 0  
Convertible preferred stock, shares outstanding (in shares) | shares 79,600,000 65,546,000 0 79,551,000 79,959,000 79,600,000
Class A Common Stock | IPO            
Class of Stock [Line Items]            
Shares sold (in shares) | shares 8,940,000          
Share price (in USD per share) | $ / shares $ 77.00          
Proceeds from initial public offering, net of underwriting discounts $ 654,600          
Payments of deferred offering costs $ 33,800          
Class A Common Stock | IPO, Shares From Existing Stockholder            
Class of Stock [Line Items]            
Shares sold (in shares) | shares 2,500,000          
Proceeds from initial public offering, net of underwriting discounts $ 0          
Class A Common Stock | Over-Allotment Option            
Class of Stock [Line Items]            
Shares sold (in shares) | shares 520,000          
XML 53 R39.htm IDEA: XBRL DOCUMENT v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)
$ / shares in Units, shares in Thousands
 1 Months Ended 12 Months Ended
Oct. 18, 2021
USD ($)
Sep. 30, 2021
target
period
May 31, 2021
target
$ / shares
shares
Jan. 31, 2022
USD ($)
reporting_unit
obligation
segment
shares
Jan. 31, 2021
USD ($)
shares
Jan. 31, 2020
USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Foreign exchange gains (losses)       $ (29,100,000) $ 23,400,000 $ (4,900,000)
Foreign currency translation adjustments       27,639,000 (24,005,000) 4,165,000
Restricted cash       2,500,000    
Allowance for doubtful accounts       $ 1,098,000 1,022,000  
Number of performance obligations | obligation       2    
Deferred revenue recognized       $ 87,100,000 58,100,000 29,200,000
Remaining performance obligation       $ 312,400,000 159,900,000  
Deferred contract acquisition cost, term       3 years    
Advertising expenses       $ 21,400,000 14,100,000 17,200,000
Award vesting period (in years)       4 years    
Number of operating segments | segment       1    
Number of reporting units | reporting_unit       1    
Intangible assets acquired, useful life       3 years    
Goodwill impairment       $ 0 0 0
Payments of deferred offering costs $ 4,700,000     $ 4,667,000 $ 0 $ 0
Internal-use software            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Property and equipment, useful life       5 years    
Computers            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Property and equipment, useful life       2 years    
Minimum            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Allocation of price (as a percet)       1.00%    
Maximum            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Allocation of price (as a percet)       15.00%    
RSUs            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
RSUs granted in period (in shares) | shares       3,290 0  
Shares subject to the 2021 ESPP | 2021 Employee Stock Purchase Plan            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Look-back period (in months)   27 months        
Number of purchase periods | period   4        
Purchase period (in months)   6 months        
Discount rate (as a percent)   15.00%        
Chief Executive Officer | RSUs            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
RSUs granted in period (in shares) | shares     3,000      
Number of threshold stock price targets | target   8 8      
Chief Executive Officer | RSUs | Minimum            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Threshold stock price target (in USD per share) | $ / shares     $ 95      
Chief Executive Officer | RSUs | Maximum            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Threshold stock price target (in USD per share) | $ / shares     $ 500      
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-02-01            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Remaining performance obligation, percentage       65.00%    
Period of expected satisfaction (in months)       12 months    
One Distribution Channel | Accounts Receivable | Credit Concentration Risk            
Error Corrections and Prior Period Adjustments Restatement [Line Items]            
Concentration risk, percentage       14.00%    
XML 54 R40.htm IDEA: XBRL DOCUMENT v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contract Acquisition Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Movement in Capitalized Contract Costs [Roll Forward]      
Beginning balance $ 30,476 $ 14,375 $ 7,156
Added during the year 41,998 34,570 15,179
Amortized during the year (33,368) (18,469) (7,960)
Ending balance $ 39,106 $ 30,476 $ 14,375
XML 55 R41.htm IDEA: XBRL DOCUMENT v3.22.1
Revenues - Disaggregation of Revenue by Product and Service (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Disaggregation of Revenue [Line Items]      
Total revenue $ 252,653 $ 152,176 $ 81,227
Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 100.00% 100.00% 100.00%
Subscription—self-managed and SaaS      
Disaggregation of Revenue [Line Items]      
Total revenue $ 226,163 $ 132,763 $ 70,367
Subscription—self-managed and SaaS | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 90.00% 87.00% 87.00%
Subscription—self-managed      
Disaggregation of Revenue [Line Items]      
Total revenue $ 179,564 $ 114,949 $ 65,420
Subscription—self-managed | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 72.00% 75.00% 81.00%
SaaS      
Disaggregation of Revenue [Line Items]      
Total revenue $ 46,599 $ 17,814 $ 4,947
SaaS | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 18.00% 12.00% 6.00%
License—self-managed and other      
Disaggregation of Revenue [Line Items]      
Total revenue $ 26,490 $ 19,413 $ 10,860
License—self-managed and other | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 10.00% 13.00% 13.00%
License—self-managed      
Disaggregation of Revenue [Line Items]      
Total revenue $ 20,171 $ 14,525 $ 9,879
License—self-managed | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 8.00% 10.00% 12.00%
Professional services and other      
Disaggregation of Revenue [Line Items]      
Total revenue $ 6,319 $ 4,888 $ 981
Professional services and other | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 2.00% 3.00% 1.00%
XML 56 R42.htm IDEA: XBRL DOCUMENT v3.22.1
Revenues - Disaggregation of Revenue by Geographic Region (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Disaggregation of Revenue [Line Items]      
Total revenue $ 252,653 $ 152,176 $ 81,227
United States      
Disaggregation of Revenue [Line Items]      
Total revenue 211,520 125,990 67,823
Europe      
Disaggregation of Revenue [Line Items]      
Total revenue 36,478 22,348 11,167
Asia Pacific      
Disaggregation of Revenue [Line Items]      
Total revenue $ 4,655 $ 3,838 $ 2,237
XML 57 R43.htm IDEA: XBRL DOCUMENT v3.22.1
Revenues - Narrative (Details)
 3 Months Ended 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2021
United States | Revenue from Contract with Customer Benchmark | Geographic Concentration Risk      
Disaggregation of Revenue [Line Items]      
Concentration risk, percentage 84.00% 83.00% 83.00%
XML 58 R44.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid software subscriptions $ 3,950 $ 2,185
Prepaid expenses for the Company’s events 266 673
Prepaid advertising costs 722 784
Prepaid payroll deposits 981 1,125
Prepaid insurance 4,309 9
Prepaid income taxes 3,168 785
Other prepaid expenses 1,834 1,231
Other current assets 314 500
Total prepaid expense and other current assets $ 15,544 [1] $ 7,292
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 59 R45.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 3,814  
Less: Accumulated depreciation (543)  
Property and equipment, net 3,271 [1] $ 0
Depreciation 500  
Computer and office equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 3,049  
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 765  
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 60 R46.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Schedule of Property and Equipment by Geographical Distribution (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Property, Plant and Equipment [Line Items]    
Property and equipment, net $ 3,271 [1] $ 0
United States    
Property, Plant and Equipment [Line Items]    
Property and equipment, net 2,233  
China    
Property, Plant and Equipment [Line Items]    
Property and equipment, net 769  
Other countries    
Property, Plant and Equipment [Line Items]    
Property and equipment, net $ 269  
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 61 R47.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Schedule of Other Long-Term Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Restricted cash $ 2,500 $ 0 $ 0
Security deposits 2,832 1,500  
Other long-term assets 1,819 0  
Other long-term assets $ 7,151 [1] $ 1,500  
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 62 R48.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accrued expenses $ 8,605 $ 4,010
Income taxes payable 319 206
ESPP employee contributions 6,557 0
Indirect taxes payable 4,044 1,907
Acquisition related contingent cash consideration 3,029 0
Other current liabilities 2,017 1,225
Accrued expenses and other current liabilities $ 24,571 [1] $ 7,348
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 63 R49.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accrued commissions $ 8,417 $ 6,564
Payroll taxes payable 14,506 4,906
Accrued team member related payables, excluding commissions 9,897 1,709
Total accrued compensation and benefits $ 32,820 $ 13,179
XML 64 R50.htm IDEA: XBRL DOCUMENT v3.22.1
Balance Sheet Components - Other Long-Term Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Early exercised options liability $ 6,837 $ 8,103
Acquisition related contingent cash consideration 4,929 0
Acquisition related consideration withheld in an escrow 2,500 0
Deferred tax liabilities 379 913
Contingent liability for labor matters 2,573 2,062
Other long-term liabilities 784 0
Total other long-term liabilities $ 18,002 [1] $ 11,078
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 65 R51.htm IDEA: XBRL DOCUMENT v3.22.1
Business Combination - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 03, 2021
Jan. 31, 2022
Dec. 31, 2021
Business Acquisition [Line Items]      
Intangible assets acquired, useful life   3 years  
Developed Technology      
Business Acquisition [Line Items]      
Intangible assets acquired, useful life   3 years  
Opstrace Inc.      
Business Acquisition [Line Items]      
Cash consideration held back $ 2,500    
Post-closing indemnification term 18 months    
Acquisition related costs   $ 500  
Consideration transferred $ 13,583    
Opstrace Inc. | Founders and Employees | Restricted Stock      
Business Acquisition [Line Items]      
Business combination, stock issued (in shares) 15,673    
Fair value of unvested restricted stock     $ 1,400
Opstrace Inc. | Class B Common Stock      
Business Acquisition [Line Items]      
Business combination, stock issued (in shares) 26,574    
Opstrace Inc. | Class B Common Stock | Founders and Employees      
Business Acquisition [Line Items]      
Business combination, stock issued (in shares) 15,673    
Award vesting period 4 years    
XML 66 R52.htm IDEA: XBRL DOCUMENT v3.22.1
Business Combination - Schedule of Total Consideration Transferred (Details) - USD ($)
$ in Thousands
Dec. 03, 2021
Jan. 31, 2022
Jan. 31, 2021
Business Acquisition [Line Items]      
Contingent cash consideration (classified under accrued expenses and other current liabilities)   $ 3,029 $ 0
Opstrace Inc.      
Business Acquisition [Line Items]      
Cash consideration $ 2,970    
Fair value of common stock issued on closing 959    
Contingent common stock consideration (classified under additional paid-in capital) 1,754    
Contingent cash consideration (classified under accrued expenses and other current liabilities) 3,007    
Contingent cash consideration (classified under other long-term liabilities) 4,893    
Consideration transferred $ 13,583    
XML 67 R53.htm IDEA: XBRL DOCUMENT v3.22.1
Business Combination - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Dec. 03, 2021
Jan. 31, 2021
Business Acquisition [Line Items]      
Goodwill $ 8,145   $ 0
Opstrace Inc.      
Business Acquisition [Line Items]      
Cash and cash equivalents   $ 147  
Goodwill   8,145  
Accrued expenses and payroll   (178)  
Deferred tax liability   (731)  
Net assets acquired   13,583  
Opstrace Inc. | Developed Technology      
Business Acquisition [Line Items]      
Developed technology   $ 6,200  
XML 68 R54.htm IDEA: XBRL DOCUMENT v3.22.1
Business Combination - Schedule of Supplemental Noncash Investing Activities (Details) - Opstrace Inc.
$ in Thousands
 12 Months Ended
Jan. 31, 2022
USD ($)
Business Acquisition [Line Items]  
Noncash Or Part Noncash Acquisition, Amount Withheld In Escrow $ 2,500
Noncash Or Part Noncash Acquisition, Equity Issued 959
Noncash Or Part Noncash Acquisition, Contingent Cash Liability 7,900
Noncash Or Part Noncash Acquisition, Contingent Stock Liability $ 1,754
XML 69 R55.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Intangible Assets, Net - Rollforward of Goodwill (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
USD ($)
Goodwill [Roll Forward]  
Balance as of January 31, 2021 $ 0
Addition 8,145
Balance as of January 31, 2022 $ 8,145
XML 70 R56.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 7,602  
Accumulated Amortization (1,317)  
Net Book Value 6,285  
Developed technology from business combination    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 6,200  
Accumulated Amortization (334)  
Net Book Value 5,866  
Developed technology from asset acquisition    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,402 $ 1,524
Accumulated Amortization (983) (727)
Net Book Value $ 419 $ 797
XML 71 R57.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]      
Goodwill impairment $ 0 $ 0 $ 0
Finite-lived intangible assets acquired $ 6,200,000    
Intangible assets acquired, useful life 3 years    
Amortization of intangible assets $ 665,000 $ 222,000 $ 0
Developed Technology      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets acquired, useful life 3 years    
Developed technology from business combination      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets acquired, useful life 2 years 9 months 18 days    
Developed technology from asset acquisition      
Acquired Finite-Lived Intangible Assets [Line Items]      
Intangible assets acquired, useful life 1 year 3 months 18 days    
XML 72 R58.htm IDEA: XBRL DOCUMENT v3.22.1
Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details)
$ in Thousands
Jan. 31, 2022
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2023 $ 2,381
2024 2,172
2025 1,732
Total future amortization $ 6,285
XML 73 R59.htm IDEA: XBRL DOCUMENT v3.22.1
Debt Financing (Details)
$ in Millions
Apr. 02, 2019
USD ($)
Loan and Security Agreement | Line of Credit  
Line of Credit Facility [Line Items]  
Maximum borrowing capacity $ 15
XML 74 R60.htm IDEA: XBRL DOCUMENT v3.22.1
Team Member Benefit Plans (Details) - USD ($)
$ in Millions
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Retirement Benefits [Abstract]      
Defined contribution plan, contribution amount $ 2.8 $ 1.9 $ 0.9
XML 75 R61.htm IDEA: XBRL DOCUMENT v3.22.1
Equity - Narrative (Details)
 1 Months Ended 3 Months Ended 12 Months Ended
Feb. 01, 2022
shares
Oct. 18, 2021
USD ($)
$ / shares
shares
Sep. 30, 2021
target
shares
May 31, 2021
USD ($)
target
$ / shares
shares
Apr. 30, 2021
Apr. 30, 2016
Jan. 31, 2022
USD ($)
vote
$ / shares
shares
Jan. 31, 2021
USD ($)
$ / shares
shares
Jan. 31, 2020
USD ($)
$ / shares
shares
Oct. 17, 2021
USD ($)
shares
Jan. 31, 2019
USD ($)
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Preferred stock, shares authorized (in shares) | shares   50,000,000         50,000,000 0      
Preferred stock, par value (in USD per share) | $ / shares   $ 0.0000025         $ 0.0000025 $ 0.0000025      
Proceeds from initial public offering, net of underwriting discounts             $ 654,552,000 $ 0 $ 0    
Payments of deferred offering costs   $ 4,700,000         $ 4,667,000 $ 0 $ 0    
Deferred offering costs                   $ 4,700,000  
Shares subject to repurchase obligation (in shares) | shares             713,967 1,197,150      
Deferred compensation liability, noncurrent             $ 6,800,000 $ 8,100,000      
Convertible preferred stock, shares outstanding (in shares) | shares   79,600,000         0 79,551,000 79,959,000 79,600,000 65,546,000
Carrying value of convertible preferred stock             $ 0 [1] $ 424,904,000 $ 425,146,000 $ 424,904,000 $ 156,969,000
Award vesting period (in years)             4 years        
Additional shares added (in shares) | shares             22,532,000 5,788,000      
Aggregate intrinsic value, options vested             $ 10,800,000 $ 8,200,000 $ 1,800,000    
Options granted (in USD per share) | $ / shares             $ 10.81 $ 3.55 $ 2.04    
Intrinsic value of options exercised             $ 280,500,000 $ 33,800,000 $ 16,000,000    
Compensation expense not yet recognized             101,800,000 26,800,000      
Stock-based compensation             29,665,000 8,024,000 3,702,000    
Tax benefit for stock-based compensation expense             $ 7,000,000 $ 0 $ 0    
Class A Common Stock                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Common stock, shares authorized (in shares) | shares   1,500,000,000         1,500,000,000 163,000,000      
Common stock, par value (in USD per share) | $ / shares   $ 0.0000025         $ 0.0000025 $ 0.0000025      
Voting rights, vote per share | vote             1        
Class A Common Stock | IPO                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Shares sold (in shares) | shares   8,940,000                  
Share price (in USD per share) | $ / shares   $ 77.00                  
Proceeds from initial public offering, net of underwriting discounts   $ 654,600,000                  
Payments of deferred offering costs   $ 33,800,000                  
Class A Common Stock | Over-Allotment Option                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Shares sold (in shares) | shares   520,000                  
Class A Common Stock | IPO, Shares From Existing Stockholder                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Shares sold (in shares) | shares   2,500,000                  
Proceeds from initial public offering, net of underwriting discounts   $ 0                  
Class B Common Stock                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Common stock, shares authorized (in shares) | shares   250,000,000         250,000,000 163,000,000      
Common stock, par value (in USD per share) | $ / shares   $ 0.0000025         $ 0.0000025 $ 0.0000025      
Voting rights, vote per share | vote             10        
2021 Equity Incentive Plan | Class A Common Stock                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Common stock reserved for future issuance (in shares) | shares     13,032,289                
2021 Equity Incentive Plan | Class A Common Stock | Subsequent Event                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Additional shares added (in shares) | shares 7,344,382                    
Shares subject to the 2021 ESPP                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Dividend yield             0.00%        
Risk-free interest rate             0.07%        
Shares subject to the 2021 ESPP | 2021 Employee Stock Purchase Plan                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Period for recognition (in years)             3 months 18 days        
Compensation expense not yet recognized             $ 6,900,000        
Stock-based compensation             $ 5,100,000        
Discount rate (as a percent)     15.00%                
Look-back period (in months)     27 months                
Shares subject to the 2021 ESPP | 2021 Employee Stock Purchase Plan | Class A Common Stock                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Common stock reserved for future issuance (in shares) | shares     3,271,090                
Automatic annual increase period (in years)     10 years                
Shares subject to the 2021 ESPP | 2021 Employee Stock Purchase Plan | Class A Common Stock | Subsequent Event                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Additional shares added (in shares) | shares 1,468,876                    
Stock options                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Period for recognition (in years)         1 year 3 months 18 days   2 years 3 months 18 days        
Dividend yield             0.00% 0.00% 0.00%    
Risk-free interest rate             1.10% 0.50% 1.90%    
Stock options | 2015 Equity Incentive Plan                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Expiration period (in years)           10 years          
Stock options | 2015 Equity Incentive Plan | Period one                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Award vesting percentage           25.00%          
Award vesting period (in years)           1 year          
Stock options | 2015 Equity Incentive Plan | Period two                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Award vesting period (in years)           36 months          
RSUs                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
RSUs granted in period (in shares) | shares             3,290,000 0      
RSUs | Chief Executive Officer                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
RSUs granted in period (in shares) | shares       3,000,000              
Grant date fair value       $ 8,800,000              
Share price volatility (as a percent)       45.00%              
Risk-free interest rate       1.52%              
Number of threshold stock price targets | target     8 8              
Compensation expense not yet recognized       $ 8,800,000     $ 7,600,000        
Stock-based compensation             $ 1,200,000        
RSUs | Chief Executive Officer | Minimum                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Period for recognition (in years)       2 years 9 months 29 days              
Threshold stock price target (in USD per share) | $ / shares       $ 95              
RSUs | Chief Executive Officer | Maximum                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Period for recognition (in years)       7 years 6 months              
Threshold stock price target (in USD per share) | $ / shares       $ 500              
RSUs | 2021 Equity Incentive Plan                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
RSUs granted in period (in shares) | shares             300,000        
RSU grant date fair value (in dollars per share) | $ / shares             $ 82.10        
RSUs | 2021 Equity Incentive Plan | Minimum                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Award vesting period (in years)             2 years        
RSUs | 2021 Equity Incentive Plan | Maximum                      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                      
Award vesting period (in years)             4 years        
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 76 R62.htm IDEA: XBRL DOCUMENT v3.22.1
Equity - Schedule of Stock Reserved For Future Issuance (Details)
$ / shares in Units, $ in Millions
Nov. 18, 2021
USD ($)
shares
Jan. 31, 2022
tranche
$ / shares
shares
Oct. 18, 2021
shares
Oct. 17, 2021
shares
Jan. 31, 2021
shares
Jan. 31, 2020
shares
Jan. 31, 2019
shares
Class of Stock [Line Items]              
Convertible preferred stock, shares outstanding (in shares)   0 79,600,000 79,600,000 79,551,000 79,959,000 65,546,000
Options issued and outstanding (in shares)   17,146,000     16,043,000 16,253,000 9,817,000
Shares available for issuance under Equity Incentive Plans (in shares)   18,248,000     4,796,000 1,540,000  
Warrant exercise price (in USD per share) | $ / shares   $ 1.18          
Warrants issued, number of tranches | tranche   2          
Class A and Class B common stock              
Class of Stock [Line Items]              
Convertible preferred stock, shares outstanding (in shares)         79,551,000    
Options issued and outstanding (in shares)   17,146,000     16,043,000    
Shares available for issuance under Equity Incentive Plans (in shares)   18,248,000     4,796,000    
Shares reserved for issuance to charitable organizations (in shares)   1,636,000          
Warrants issued and outstanding (in shares)   0     73,000    
Common stock reserved for future issuance (in shares)   43,581,000     100,463,000    
Class B Common Stock              
Class of Stock [Line Items]              
Common stock issued for warrant exercises (in shares) 72,772            
Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases | $ $ 0.1            
RSUs | Class A and Class B common stock              
Class of Stock [Line Items]              
Share-based compensation awards other than options (in shares)   3,280,000          
Shares subject to the 2021 ESPP | Class A and Class B common stock              
Class of Stock [Line Items]              
Share-based compensation awards other than options (in shares)   3,271,000          
XML 77 R63.htm IDEA: XBRL DOCUMENT v3.22.1
Equity - Summary of Convertible Preferred Stock Outstanding (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Oct. 17, 2021
Jan. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares) 0 79,959,000 79,959,000    
Convertible preferred stock, shares issued (in shares) 0 79,551,000 79,551,000    
Carrying value of convertible preferred stock $ 0 [1] $ 424,904 $ 424,904 $ 425,146 $ 156,969
Series safe A1          
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares)   539,000      
Convertible preferred stock, shares issued (in shares)   539,000      
Carrying value of convertible preferred stock   $ 100      
Series safe A2          
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares)   5,111,000      
Convertible preferred stock, shares issued (in shares)   4,911,000      
Carrying value of convertible preferred stock   $ 1,105      
Series safe A3          
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares)   1,600,000      
Convertible preferred stock, shares issued (in shares)   1,600,000      
Carrying value of convertible preferred stock   $ 450      
Series A          
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares)   12,393,000      
Convertible preferred stock, shares issued (in shares)   12,393,000      
Carrying value of convertible preferred stock   $ 3,954      
Series B          
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares)   21,109,000      
Convertible preferred stock, shares issued (in shares)   20,901,000      
Carrying value of convertible preferred stock   $ 19,743      
Series C          
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares)   12,282,000      
Convertible preferred stock, shares issued (in shares)   12,282,000      
Carrying value of convertible preferred stock   $ 21,935      
Series D          
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares)   12,512,000      
Convertible preferred stock, shares issued (in shares)   12,512,000      
Carrying value of convertible preferred stock   $ 109,440      
Series E          
Class of Stock [Line Items]          
Convertible preferred stock, shares authorized (in shares)   14,413,000      
Convertible preferred stock, shares issued (in shares)   14,413,000      
Carrying value of convertible preferred stock   $ 268,177      
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 78 R64.htm IDEA: XBRL DOCUMENT v3.22.1
Equity - Awards Available for Grant (Details) - shares
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant [Roll Forward]      
Balance, beginning of period (in shares) 4,796,000 1,540,000  
Awards authorized (in shares) 22,532,000 5,788,000  
Options granted (in shares) (7,936,000) (4,622,000) (10,632,000)
Options cancelled and forfeited (in shares) 2,044,000 1,970,000  
Options repurchased (in shares) 92,000 120,000  
Balance, end of period (in shares) 18,248,000 4,796,000 1,540,000
RSUs      
Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant [Roll Forward]      
RSUs granted (in shares) (3,290,000) 0  
RSUs cancelled and forfeited (in shares) 10,000 0  
XML 79 R65.htm IDEA: XBRL DOCUMENT v3.22.1
Equity - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Jan. 31, 2019
Number of Stock Options Outstanding (in thousands)        
Balance, beginning of period (in shares) 16,043,000 16,253,000 9,817,000  
Options granted (in shares) 7,936,000 4,622,000 10,632,000  
Options exercised (in shares) (4,789,000) (2,862,000) (2,141,000)  
Options cancelled (in shares) (81,000) (79,000) (164,000)  
Options forfeited (in shares) (1,963,000) (1,891,000) (1,891,000)  
Balance, end of period (in shares) 17,146,000 16,043,000 16,253,000 9,817,000
Exercisable (in shares) 17,146,000      
Options vested (in shares) 4,968,000      
Options expected to vest (in shares) 12,178,000      
Weighted Average Exercise Price        
Balance, beginning of period (in USD per share) $ 6.33 $ 4.56 $ 1.67  
Options granted (in USD per share) 18.68 11.27 6.20  
Options exercised (in USD per share) 5.40 4.87 1.44  
Options cancelled (in USD per share) 6.20 3.79 0.61  
Options forfeited (in USD per share) 10.47 5.50 2.64  
Balance, end of period (in USD per share) 11.83 $ 6.33 $ 4.56 $ 1.67
Options vested (in USD per share) 5.22      
Options expected to vest (in USD per share) $ 14.52      
Weighted Average Remaining Years        
Beginning balance (in years) 8 years 2 months 26 days 8 years 4 months 20 days 9 years 10 days 8 years 9 months 14 days
Options granted (in years) 8 years 6 months 9 years 1 month 9 days 8 years 11 months 26 days  
Options exercised (in years) 5 years 25 days 5 years 6 months 21 days 4 years 10 months 28 days  
Options vested (in years) 7 years 1 month 2 days      
Options expected to vest (in years) 8 years 8 months 15 days      
Aggregate Intrinsic value (in millions)        
Beginning balance $ 166.6 $ 70.6 $ 24.0  
Ending balance 894.8 $ 166.6 $ 70.6 $ 24.0
Options vested 292.1      
Options expected to vest $ 602.8      
XML 80 R66.htm IDEA: XBRL DOCUMENT v3.22.1
Equity - Schedule of Weighted Average Fair Value Assumptions (Details)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Risk-free interest rate 1.10% 0.50% 1.90%
Weighted-average volatility 43.50% 31.90% 30.30%
Weighted-average expected term (in years) 6 years 1 month 6 days 6 years 7 days 6 years 14 days
Dividend yield 0.00% 0.00% 0.00%
Shares subject to the 2021 ESPP      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Risk-free interest rate 0.07%    
Weighted-average volatility 38.47%    
Weighted-average expected term (in years) 6 months 25 days    
Dividend yield 0.00%    
XML 81 R67.htm IDEA: XBRL DOCUMENT v3.22.1
Equity - Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense, excluding tender offers $ 29,665 $ 8,024 $ 3,702
Cost of revenue      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense, excluding tender offers 1,300 307 134
Research and development      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense, excluding tender offers 8,305 3,142 1,812
Sales and marketing      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense, excluding tender offers 10,206 2,603 1,150
General and administrative      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense, excluding tender offers $ 9,854 $ 1,972 $ 606
XML 82 R68.htm IDEA: XBRL DOCUMENT v3.22.1
Joint Venture and Majority Owned Subsidiary - Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Apr. 30, 2021
USD ($)
Feb. 28, 2021
USD ($)
investor
Jan. 31, 2022
USD ($)
Jan. 31, 2021
USD ($)
Jan. 31, 2020
USD ($)
Jul. 31, 2018
USD ($)
Noncontrolling Interest [Line Items]            
Number of investors | investor   2        
Investment duration (in years)   50 years        
Intangible assets, net     $ 6,285 [1] $ 797    
Contributions received from noncontrolling interests $ 4,200   $ 26,450 $ 0 $ 0  
JiHu            
Noncontrolling Interest [Line Items]            
Ownership percentage   72.25%        
Ownership percentage by noncontrolling owners   27.75%        
Meltano Inc.            
Noncontrolling Interest [Line Items]            
Ownership percentage by noncontrolling owners 12.00%          
Variable Interest Entity, Primary Beneficiary            
Noncontrolling Interest [Line Items]            
Net assets   $ 80,000        
Subsidiaries | Meltano Inc.            
Noncontrolling Interest [Line Items]            
Intangible assets, net           $ 400
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 83 R69.htm IDEA: XBRL DOCUMENT v3.22.1
Joint Venture and Majority Owned Subsidiary - Schedule of Inter-Company Eliminations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Noncontrolling Interest [Line Items]      
Revenue $ 252,653 $ 152,176 $ 81,227
Cost of revenue 29,985 18,463 9,376
Gross profit 222,668 133,713 71,851
Sales and marketing 190,754 154,086 99,225
Research and development 97,217 106,643 59,364
General and administrative 63,654 86,868 41,629
Total operating expenses 351,625 347,597 200,218
Loss from operations (128,957) (213,884) (128,367)
Other income, net (30,850) 23,452 (4,800)
Net loss (157,560) (192,194) (130,741)
Net loss attributable to noncontrolling interest (2,422) 0 0
Cash and cash equivalents 884,672 [1] 282,850 $ 343,327
Property and equipment, net 3,271 [1] 0  
Total assets 1,091,438 [1] 362,566  
Total liabilities 292,169 [1] $ 168,884  
Variable Interest Entity, Primary Beneficiary      
Noncontrolling Interest [Line Items]      
Revenue 1,237    
Cost of revenue 945    
Gross profit 292    
Sales and marketing 3,200    
Research and development 2,299    
General and administrative 3,589    
Total operating expenses 9,088    
Loss from operations (8,796)    
Other income, net 67    
Net loss before income taxes (8,729)    
Net loss (8,729)    
Cash and cash equivalents 14,198    
Property and equipment, net 769    
Other assets 2,765    
Total assets 17,732    
Total liabilities $ 3,663    
[1] (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion.
XML 84 R70.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Components of Total Income (Loss) From Continuing Operations (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Income Tax Disclosure [Abstract]      
US $ 19,486 $ (48,866) $ (22,101)
Foreign (178,557) (140,496) (107,440)
Loss before income taxes $ (159,071) $ (189,362) $ (129,541)
XML 85 R71.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Current:      
Federal and State $ (863) $ 2,517 $ 783
Foreign 671 315 417
Total current (192) 2,832 1,200
Deferred:      
Federal and State (1,443) 0 0
Foreign 124 0 0
Total deferred (1,319) 0 0
Provision for (benefit from) income taxes $ (1,511) $ 2,832 $ 1,200
XML 86 R72.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Effective Income Tax Rate Reconciliation (Details)
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Income Tax Disclosure [Abstract]      
Tax at federal statutory rate 21.00% 21.00% 21.00%
State, net of federal benefit 0.20% (0.20%) (0.10%)
Stock-based compensation 4.50% (7.30%) (4.40%)
Research tax credit 1.00% 0.20% 0.50%
Foreign rate differential 6.10% 2.80% 3.00%
Change in valuation allowance (30.30%) (18.60%) (20.60%)
Foreign derived intangible income deduction 0.30% 0.20% 0.20%
Unrecognized tax benefits (1.30%) 0.00% 0.00%
Other (0.60%) 0.40% (0.50%)
Total 0.90% (1.50%) (0.90%)
XML 87 R73.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Jan. 31, 2022
Jan. 31, 2021
Deferred tax assets:    
Net operating loss carryforwards $ 99,291 $ 74,513
Research tax credits 1,211 0
Deferred revenue 3,811 2,411
Accruals and other assets 2,714 628
Intangibles 14,751 0
Stock-based compensation 1,587 161
Gross deferred tax assets 123,365 77,713
Valuation allowance (115,839) (74,870)
Net deferred tax assets 7,526 2,843
Deferred tax liabilities:    
Deferred contract acquisition costs (6,516) (3,756)
Acquired intangibles (1,389) 0
Net deferred tax liabilities $ (379) $ (913)
XML 88 R74.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Valuation Allowance [Line Items]      
Increase in valuation allowance $ 41,000    
Deferred tax liabilities, net 379 $ 913  
Unrecognized tax benefits 5,557 0  
Unrecognized tax benefits that would effect tax rate 800    
Interest and penalties recognized 100 $ 0 $ 0
Federal      
Valuation Allowance [Line Items]      
Net operating loss carryforwards 3,000    
Federal | Research Tax Credit Carryforward      
Valuation Allowance [Line Items]      
Tax credit carryforward 1,200    
State      
Valuation Allowance [Line Items]      
Net operating loss carryforwards 63,000    
State | Research Tax Credit Carryforward      
Valuation Allowance [Line Items]      
Tax credit carryforward 600    
Foreign      
Valuation Allowance [Line Items]      
Net operating loss carryforwards $ 364,500    
XML 89 R75.htm IDEA: XBRL DOCUMENT v3.22.1
Income Taxes - Schedule of Unrecognized Tax Benefits (Details)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]  
Total unrecognized tax benefits at February 1, 2021 $ 0
Gross increases and decreases due to tax positions taken in prior periods 4,076
Gross increases and decreases due to tax position taken in current period 1,481
Gross increases and decreases due to settlements with taxing authorities 0
Gross increases and decreases due to lapses in applicable statutes of limitations 0
Total unrecognized tax benefits at January 31, 2022 $ 5,557
XML 90 R76.htm IDEA: XBRL DOCUMENT v3.22.1
Net Loss per Share - Schedule of Earning Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Earnings Per Share [Abstract]      
Net loss attributable to GitLab, Basic $ (155,138) $ (192,194) $ (130,741)
Net loss attributable to GitLab, Diluted $ (155,138) $ (192,194) $ (130,741)
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic 79,755,000 50,343,000 47,308,000
Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, diluted 79,755,000 50,343,000 47,308,000
Net loss per share attributable to GitLab Class A and Class B common stockholders, basic $ (1.95) $ (3.82) $ (2.76)
Net loss per share attributable to GitLab Class A and Class B common stockholders, diluted $ (1.95) $ (3.82) $ (2.76)
XML 91 R77.htm IDEA: XBRL DOCUMENT v3.22.1
Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) - shares
shares in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities (in shares) 21,396 97,177
Shares subject to outstanding common stock options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities (in shares) 17,146 16,043
Unvested RSUs in connection with business combination    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities (in shares) 16 0
Unvested early exercised stock options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities (in shares) 714 1,510
Convertible preferred stock (on an if-converted basis)    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities (in shares) 0 79,551
RSUs    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities (in shares) 3,264 0
Shares subject to the 2021 ESPP    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities (in shares) 256 0
Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities (in shares) 0 73
XML 92 R78.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions - Narrative (Details) - Affiliated Entity - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Dec. 31, 2020
Jan. 31, 2022
Related Party Transaction [Line Items]    
Share repurchase, incremental cost   $ 0.3
Tender Offer    
Related Party Transaction [Line Items]    
Stock repurchased $ 194.1  
Fair value (in dollars per share) $ 16.71  
Transaction price (in dollars per share) $ 40.00  
Share repurchase, incremental cost   $ 103.3
Ordinary Shares | Tender Offer    
Related Party Transaction [Line Items]    
Shares repurchased (in shares) 3,887,156  
Preferred Stock | Tender Offer    
Related Party Transaction [Line Items]    
Shares repurchased (in shares) 408,211  
Vested Options | Tender Offer    
Related Party Transaction [Line Items]    
Shares repurchased (in shares) 556,816  
Class B Common Stock    
Related Party Transaction [Line Items]    
Shares repurchased (in shares)   13,000
Stock repurchased   $ 0.6
XML 93 R79.htm IDEA: XBRL DOCUMENT v3.22.1
Related Party Transactions - Schedule of Stock-Based Compensation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer $ 29,665 $ 8,024 $ 3,702
Tender Offer      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer 344 103,822 37,170
Cost of revenue      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer 1,300 307 134
Cost of revenue | Tender Offer      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer 0 878 231
Sales and marketing      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer 10,206 2,603 1,150
Sales and marketing | Tender Offer      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer 344 18,362 2,887
Research and development      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer 8,305 3,142 1,812
Research and development | Tender Offer      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer 0 28,916 10,165
General and administrative      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer 9,854 1,972 606
General and administrative | Tender Offer      
Related Party Transaction [Line Items]      
Total stock-based compensation expense, tender offer $ 0 $ 55,666 $ 23,887
XML 94 R80.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies - Narrative (Details) - USD ($)
$ in Millions
 1 Months Ended
Sep. 30, 2020
Jan. 31, 2022
Jan. 31, 2021
Commitments and Contingencies Disclosure [Abstract]      
Minimum service commitment $ 97.0    
Service commitment period (in years) 5 years    
Estimate of possible loss   $ 2.6 $ 2.3
XML 95 R81.htm IDEA: XBRL DOCUMENT v3.22.1
Commitments and Contingencies - Hosting Infrastructure Commitments (Details)
$ in Thousands
Jan. 31, 2022
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Total $ 72,998
Less than 1 Year 24,728
1-3 Years $ 48,270
XML 96 R82.htm IDEA: XBRL DOCUMENT v3.22.1
Subsequent Events (Details) - Subsequent Event - USD ($)
$ in Millions
Apr. 04, 2022
Mar. 29, 2022
JiHu    
Subsequent Event [Line Items]    
Consideration received on transaction, net of discounts   $ 29.0
Meltano Inc.    
Subsequent Event [Line Items]    
Consideration received on transaction, net of discounts $ 8.2  
XML 97 R83.htm IDEA: XBRL DOCUMENT v3.22.1
Schedule II: Valuation and Qualifying Accounts (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2022
Jan. 31, 2021
Jan. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at Beginning of Year $ 74,870 $ 37,847 $ 14,058
Additions 40,969 37,023 23,789
Write-offs or Deductions 0 0 0
Balance at End of Year $ 115,839 $ 74,870 $ 37,847
XML 98 gtlb-20220131_htm.xml IDEA: XBRL DOCUMENT 0001653482 2021-02-01 2022-01-31 0001653482 us-gaap:CommonClassAMember 2022-04-01 0001653482 us-gaap:CommonClassBMember 2022-04-01 0001653482 2021-10-14 0001653482 2022-01-31 0001653482 2021-01-31 0001653482 us-gaap:CommonClassAMember 2022-01-31 0001653482 us-gaap:CommonClassAMember 2021-01-31 0001653482 us-gaap:CommonClassBMember 2022-01-31 0001653482 us-gaap:CommonClassBMember 2021-01-31 0001653482 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2022-01-31 0001653482 gtlb:SubscriptionAndSoftwareMember 2021-02-01 2022-01-31 0001653482 gtlb:SubscriptionAndSoftwareMember 2020-02-01 2021-01-31 0001653482 gtlb:SubscriptionAndSoftwareMember 2019-02-01 2020-01-31 0001653482 gtlb:LicenseProfessionalServicesAndOtherMember 2021-02-01 2022-01-31 0001653482 gtlb:LicenseProfessionalServicesAndOtherMember 2020-02-01 2021-01-31 0001653482 gtlb:LicenseProfessionalServicesAndOtherMember 2019-02-01 2020-01-31 0001653482 2020-02-01 2021-01-31 0001653482 2019-02-01 2020-01-31 0001653482 2019-01-31 0001653482 us-gaap:CommonStockMember 2019-01-31 0001653482 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2019-01-31 0001653482 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-01-31 0001653482 us-gaap:AdditionalPaidInCapitalMember 2019-01-31 0001653482 us-gaap:RetainedEarningsMember 2019-01-31 0001653482 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-31 0001653482 us-gaap:NoncontrollingInterestMember 2019-01-31 0001653482 gtlb:ConversionToDualClassCommonStockStructureMember us-gaap:CommonClassAMember us-gaap:CommonStockMember 2019-02-01 2020-01-31 0001653482 gtlb:ConversionToDualClassCommonStockStructureMember us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-02-01 2020-01-31 0001653482 gtlb:ConversionOfClassBToClassAMember us-gaap:CommonClassAMember us-gaap:CommonStockMember 2019-02-01 2020-01-31 0001653482 gtlb:ConversionOfClassBToClassAMember us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-02-01 2020-01-31 0001653482 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2019-02-01 2020-01-31 0001653482 us-gaap:AdditionalPaidInCapitalMember 2019-02-01 2020-01-31 0001653482 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-02-01 2020-01-31 0001653482 us-gaap:RetainedEarningsMember 2019-02-01 2020-01-31 0001653482 2020-01-31 0001653482 us-gaap:CommonStockMember 2020-01-31 0001653482 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-01-31 0001653482 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-01-31 0001653482 us-gaap:AdditionalPaidInCapitalMember 2020-01-31 0001653482 us-gaap:RetainedEarningsMember 2020-01-31 0001653482 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-31 0001653482 us-gaap:NoncontrollingInterestMember 2020-01-31 0001653482 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2020-02-01 2021-01-31 0001653482 us-gaap:AdditionalPaidInCapitalMember 2020-02-01 2021-01-31 0001653482 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-02-01 2021-01-31 0001653482 us-gaap:RetainedEarningsMember 2020-02-01 2021-01-31 0001653482 us-gaap:CommonStockMember 2021-01-31 0001653482 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-31 0001653482 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-01-31 0001653482 us-gaap:AdditionalPaidInCapitalMember 2021-01-31 0001653482 us-gaap:RetainedEarningsMember 2021-01-31 0001653482 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-31 0001653482 us-gaap:NoncontrollingInterestMember 2021-01-31 0001653482 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001653482 us-gaap:AdditionalPaidInCapitalMember 2021-02-01 2022-01-31 0001653482 gtlb:ConversionOfStockBySellingStockholderUponInitialPublicOfferingMember us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001653482 gtlb:ConversionOfStockBySellingStockholderUponInitialPublicOfferingMember us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001653482 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001653482 gtlb:ConversionOfClassBToClassAMember us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001653482 gtlb:ConversionOfClassBToClassAMember us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-02-01 2022-01-31 0001653482 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-02-01 2022-01-31 0001653482 us-gaap:NoncontrollingInterestMember 2021-02-01 2022-01-31 0001653482 us-gaap:RetainedEarningsMember 2021-02-01 2022-01-31 0001653482 us-gaap:CommonStockMember 2022-01-31 0001653482 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-01-31 0001653482 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-01-31 0001653482 us-gaap:AdditionalPaidInCapitalMember 2022-01-31 0001653482 us-gaap:RetainedEarningsMember 2022-01-31 0001653482 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-31 0001653482 us-gaap:NoncontrollingInterestMember 2022-01-31 0001653482 2019-01-01 2019-01-31 0001653482 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-10-18 2021-10-18 0001653482 us-gaap:CommonClassAMember us-gaap:IPOMember 2021-10-18 0001653482 us-gaap:CommonClassAMember us-gaap:OverAllotmentOptionMember 2021-10-18 2021-10-18 0001653482 us-gaap:CommonClassAMember gtlb:IPOSharesFromExistingStockholderMember 2021-10-18 2021-10-18 0001653482 2021-10-17 0001653482 2021-10-18 0001653482 gtlb:OneDistributionChannelMember us-gaap:AccountsReceivableMember us-gaap:CreditConcentrationRiskMember 2021-02-01 2022-01-31 0001653482 srt:MinimumMember 2021-02-01 2022-01-31 0001653482 srt:MaximumMember 2021-02-01 2022-01-31 0001653482 2022-02-01 2022-01-31 0001653482 2021-10-18 2021-10-18 0001653482 srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2021-05-01 2021-05-31 0001653482 srt:MinimumMember srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2021-05-01 2021-05-31 0001653482 srt:MaximumMember srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2021-05-01 2021-05-31 0001653482 us-gaap:EmployeeStockMember gtlb:A2021EmployeeStockPurchasePlanMember 2021-09-01 2021-09-30 0001653482 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2021-02-01 2022-01-31 0001653482 us-gaap:ComputerEquipmentMember 2021-02-01 2022-01-31 0001653482 gtlb:SubscriptionAndSoftwareMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2021-02-01 2022-01-31 0001653482 gtlb:SubscriptionAndSoftwareMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2020-02-01 2021-01-31 0001653482 gtlb:SubscriptionAndSoftwareMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2019-02-01 2020-01-31 0001653482 us-gaap:SubscriptionAndCirculationMember 2021-02-01 2022-01-31 0001653482 us-gaap:SubscriptionAndCirculationMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2021-02-01 2022-01-31 0001653482 us-gaap:SubscriptionAndCirculationMember 2020-02-01 2021-01-31 0001653482 us-gaap:SubscriptionAndCirculationMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2020-02-01 2021-01-31 0001653482 us-gaap:SubscriptionAndCirculationMember 2019-02-01 2020-01-31 0001653482 us-gaap:SubscriptionAndCirculationMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2019-02-01 2020-01-31 0001653482 gtlb:SubscriptionSoftwareAsAServiceMember 2021-02-01 2022-01-31 0001653482 gtlb:SubscriptionSoftwareAsAServiceMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2021-02-01 2022-01-31 0001653482 gtlb:SubscriptionSoftwareAsAServiceMember 2020-02-01 2021-01-31 0001653482 gtlb:SubscriptionSoftwareAsAServiceMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2020-02-01 2021-01-31 0001653482 gtlb:SubscriptionSoftwareAsAServiceMember 2019-02-01 2020-01-31 0001653482 gtlb:SubscriptionSoftwareAsAServiceMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2019-02-01 2020-01-31 0001653482 gtlb:LicenseProfessionalServicesAndOtherMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2021-02-01 2022-01-31 0001653482 gtlb:LicenseProfessionalServicesAndOtherMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2020-02-01 2021-01-31 0001653482 gtlb:LicenseProfessionalServicesAndOtherMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2019-02-01 2020-01-31 0001653482 us-gaap:LicenseMember 2021-02-01 2022-01-31 0001653482 us-gaap:LicenseMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2021-02-01 2022-01-31 0001653482 us-gaap:LicenseMember 2020-02-01 2021-01-31 0001653482 us-gaap:LicenseMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2020-02-01 2021-01-31 0001653482 us-gaap:LicenseMember 2019-02-01 2020-01-31 0001653482 us-gaap:LicenseMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2019-02-01 2020-01-31 0001653482 gtlb:ProfessionalServicesAndOtherMember 2021-02-01 2022-01-31 0001653482 gtlb:ProfessionalServicesAndOtherMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2021-02-01 2022-01-31 0001653482 gtlb:ProfessionalServicesAndOtherMember 2020-02-01 2021-01-31 0001653482 gtlb:ProfessionalServicesAndOtherMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2020-02-01 2021-01-31 0001653482 gtlb:ProfessionalServicesAndOtherMember 2019-02-01 2020-01-31 0001653482 gtlb:ProfessionalServicesAndOtherMember us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2019-02-01 2020-01-31 0001653482 us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2021-02-01 2022-01-31 0001653482 us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2020-02-01 2021-01-31 0001653482 us-gaap:RevenueFromContractWithCustomerProductAndServiceBenchmarkMember us-gaap:ProductConcentrationRiskMember 2019-02-01 2020-01-31 0001653482 country:US 2021-02-01 2022-01-31 0001653482 country:US 2020-02-01 2021-01-31 0001653482 country:US 2019-02-01 2020-01-31 0001653482 srt:EuropeMember 2021-02-01 2022-01-31 0001653482 srt:EuropeMember 2020-02-01 2021-01-31 0001653482 srt:EuropeMember 2019-02-01 2020-01-31 0001653482 srt:AsiaPacificMember 2021-02-01 2022-01-31 0001653482 srt:AsiaPacificMember 2020-02-01 2021-01-31 0001653482 srt:AsiaPacificMember 2019-02-01 2020-01-31 0001653482 country:US us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2021-11-01 2022-01-31 0001653482 country:US us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2020-11-01 2021-01-31 0001653482 country:US us-gaap:RevenueFromContractWithCustomerMember us-gaap:GeographicConcentrationRiskMember 2020-02-01 2021-01-31 0001653482 gtlb:ComputerAndOfficeEquipmentMember 2022-01-31 0001653482 us-gaap:LeaseholdImprovementsMember 2022-01-31 0001653482 country:US 2022-01-31 0001653482 country:CN 2022-01-31 0001653482 gtlb:AllOtherCountriesMember 2022-01-31 0001653482 gtlb:OpstraceIncMember 2021-12-03 2021-12-03 0001653482 gtlb:OpstraceIncMember 2021-12-03 0001653482 gtlb:OpstraceIncMember us-gaap:CommonClassBMember 2021-12-03 2021-12-03 0001653482 gtlb:FoundersAndEmployeesMember gtlb:OpstraceIncMember us-gaap:CommonClassBMember 2021-12-03 2021-12-03 0001653482 gtlb:FoundersAndEmployeesMember us-gaap:RestrictedStockMember gtlb:OpstraceIncMember 2021-12-31 0001653482 gtlb:FoundersAndEmployeesMember us-gaap:RestrictedStockMember gtlb:OpstraceIncMember 2021-12-03 2021-12-03 0001653482 gtlb:OpstraceIncMember 2021-02-01 2022-01-31 0001653482 gtlb:OpstraceIncMember us-gaap:DevelopedTechnologyRightsMember 2021-12-03 0001653482 us-gaap:DevelopedTechnologyRightsMember 2021-02-01 2022-01-31 0001653482 gtlb:DevelopedTechnologyRightsBusinessCombinationMember 2022-01-31 0001653482 gtlb:DevelopedTechnologyRightsAssetAcquisitionMember 2022-01-31 0001653482 gtlb:DevelopedTechnologyRightsAssetAcquisitionMember 2021-01-31 0001653482 gtlb:DevelopedTechnologyRightsBusinessCombinationMember 2021-02-01 2022-01-31 0001653482 gtlb:DevelopedTechnologyRightsAssetAcquisitionMember 2021-02-01 2022-01-31 0001653482 gtlb:LoanAndSecurityAgreementMember us-gaap:LineOfCreditMember 2019-04-02 0001653482 us-gaap:CommonClassAMember 2021-10-18 0001653482 us-gaap:CommonClassBMember 2021-10-18 0001653482 gtlb:CommonClassAAndClassBMember 2021-01-31 0001653482 gtlb:CommonClassAAndClassBMember 2022-01-31 0001653482 us-gaap:RestrictedStockUnitsRSUMember gtlb:CommonClassAAndClassBMember 2022-01-31 0001653482 us-gaap:EmployeeStockMember gtlb:CommonClassAAndClassBMember 2022-01-31 0001653482 us-gaap:CommonClassBMember 2021-11-18 2021-11-18 0001653482 gtlb:SeriesSafeA1PreferredStockMember 2021-10-17 0001653482 gtlb:SeriesSafeA2PreferredStockMember 2021-10-17 0001653482 gtlb:SeriesSafeA3PreferredStockMember 2021-10-17 0001653482 us-gaap:SeriesAPreferredStockMember 2021-10-17 0001653482 us-gaap:SeriesBPreferredStockMember 2021-10-17 0001653482 us-gaap:SeriesCPreferredStockMember 2021-10-17 0001653482 us-gaap:SeriesDPreferredStockMember 2021-10-17 0001653482 us-gaap:SeriesEPreferredStockMember 2021-10-17 0001653482 us-gaap:EmployeeStockOptionMember gtlb:A2015EquityIncentivePlanMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2016-02-01 2016-04-30 0001653482 us-gaap:EmployeeStockOptionMember gtlb:A2015EquityIncentivePlanMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2016-02-01 2016-04-30 0001653482 us-gaap:EmployeeStockOptionMember gtlb:A2015EquityIncentivePlanMember 2016-02-01 2016-04-30 0001653482 gtlb:A2021EquityIncentivePlanMember us-gaap:CommonClassAMember 2021-09-30 0001653482 gtlb:A2021EquityIncentivePlanMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2022-02-01 2022-02-01 0001653482 us-gaap:RestrictedStockUnitsRSUMember 2021-02-01 2022-01-31 0001653482 us-gaap:RestrictedStockUnitsRSUMember 2020-02-01 2021-01-31 0001653482 2018-02-01 2019-01-31 0001653482 us-gaap:RestrictedStockUnitsRSUMember gtlb:A2021EquityIncentivePlanMember 2021-02-01 2022-01-31 0001653482 srt:MinimumMember us-gaap:RestrictedStockUnitsRSUMember gtlb:A2021EquityIncentivePlanMember 2021-02-01 2022-01-31 0001653482 srt:MaximumMember us-gaap:RestrictedStockUnitsRSUMember gtlb:A2021EquityIncentivePlanMember 2021-02-01 2022-01-31 0001653482 us-gaap:EmployeeStockOptionMember 2021-02-01 2022-01-31 0001653482 us-gaap:EmployeeStockOptionMember 2021-02-01 2021-04-30 0001653482 us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001653482 us-gaap:EmployeeStockOptionMember 2019-02-01 2020-01-31 0001653482 srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2021-09-01 2021-09-30 0001653482 srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2021-05-31 0001653482 srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2021-02-01 2022-01-31 0001653482 srt:ChiefExecutiveOfficerMember us-gaap:RestrictedStockUnitsRSUMember 2022-01-31 0001653482 us-gaap:EmployeeStockMember gtlb:A2021EmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2021-09-30 0001653482 us-gaap:EmployeeStockMember gtlb:A2021EmployeeStockPurchasePlanMember us-gaap:CommonClassAMember 2021-09-01 2021-09-30 0001653482 us-gaap:EmployeeStockMember gtlb:A2021EmployeeStockPurchasePlanMember us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2022-02-01 2022-02-01 0001653482 us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001653482 us-gaap:EmployeeStockMember gtlb:A2021EmployeeStockPurchasePlanMember 2021-02-01 2022-01-31 0001653482 us-gaap:EmployeeStockMember gtlb:A2021EmployeeStockPurchasePlanMember 2022-01-31 0001653482 us-gaap:CostOfSalesMember 2021-02-01 2022-01-31 0001653482 us-gaap:CostOfSalesMember 2020-02-01 2021-01-31 0001653482 us-gaap:CostOfSalesMember 2019-02-01 2020-01-31 0001653482 us-gaap:ResearchAndDevelopmentExpenseMember 2021-02-01 2022-01-31 0001653482 us-gaap:ResearchAndDevelopmentExpenseMember 2020-02-01 2021-01-31 0001653482 us-gaap:ResearchAndDevelopmentExpenseMember 2019-02-01 2020-01-31 0001653482 us-gaap:SellingAndMarketingExpenseMember 2021-02-01 2022-01-31 0001653482 us-gaap:SellingAndMarketingExpenseMember 2020-02-01 2021-01-31 0001653482 us-gaap:SellingAndMarketingExpenseMember 2019-02-01 2020-01-31 0001653482 us-gaap:GeneralAndAdministrativeExpenseMember 2021-02-01 2022-01-31 0001653482 us-gaap:GeneralAndAdministrativeExpenseMember 2020-02-01 2021-01-31 0001653482 us-gaap:GeneralAndAdministrativeExpenseMember 2019-02-01 2020-01-31 0001653482 gtlb:GitLabInformationTechnologyHubeiCoLTDJiHuMember 2021-02-28 0001653482 2021-02-28 0001653482 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2021-02-28 0001653482 2021-02-01 2021-02-28 0001653482 us-gaap:VariableInterestEntityPrimaryBeneficiaryMember 2021-02-01 2022-01-31 0001653482 srt:SubsidiariesMember gtlb:MeltanoIncMember 2018-07-31 0001653482 2021-04-01 2021-04-30 0001653482 gtlb:MeltanoIncMember 2021-04-30 0001653482 us-gaap:DomesticCountryMember 2022-01-31 0001653482 us-gaap:StateAndLocalJurisdictionMember 2022-01-31 0001653482 us-gaap:ForeignCountryMember 2022-01-31 0001653482 us-gaap:DomesticCountryMember us-gaap:ResearchMember 2022-01-31 0001653482 us-gaap:StateAndLocalJurisdictionMember us-gaap:ResearchMember 2022-01-31 0001653482 us-gaap:EmployeeStockOptionMember 2021-02-01 2022-01-31 0001653482 us-gaap:EmployeeStockOptionMember 2020-02-01 2021-01-31 0001653482 gtlb:UnvestedRestrictedStockUnitsMember 2021-02-01 2022-01-31 0001653482 gtlb:UnvestedRestrictedStockUnitsMember 2020-02-01 2021-01-31 0001653482 gtlb:UnvestedEarlyExercisedStockOptionsMember 2021-02-01 2022-01-31 0001653482 gtlb:UnvestedEarlyExercisedStockOptionsMember 2020-02-01 2021-01-31 0001653482 us-gaap:ConvertiblePreferredStockMember 2021-02-01 2022-01-31 0001653482 us-gaap:ConvertiblePreferredStockMember 2020-02-01 2021-01-31 0001653482 us-gaap:RestrictedStockUnitsRSUMember 2021-02-01 2022-01-31 0001653482 us-gaap:RestrictedStockUnitsRSUMember 2020-02-01 2021-01-31 0001653482 us-gaap:EmployeeStockMember 2021-02-01 2022-01-31 0001653482 us-gaap:EmployeeStockMember 2020-02-01 2021-01-31 0001653482 us-gaap:WarrantMember 2021-02-01 2022-01-31 0001653482 us-gaap:WarrantMember 2020-02-01 2021-01-31 0001653482 gtlb:TenderOfferMember srt:AffiliatedEntityMember gtlb:OrdinarySharesMember 2020-12-01 2020-12-31 0001653482 gtlb:TenderOfferMember srt:AffiliatedEntityMember us-gaap:PreferredStockMember 2020-12-01 2020-12-31 0001653482 gtlb:TenderOfferMember srt:AffiliatedEntityMember gtlb:VestedOptionsMember 2020-12-01 2020-12-31 0001653482 gtlb:TenderOfferMember srt:AffiliatedEntityMember 2020-12-01 2020-12-31 0001653482 gtlb:TenderOfferMember srt:AffiliatedEntityMember 2021-02-01 2022-01-31 0001653482 srt:AffiliatedEntityMember us-gaap:CommonClassBMember 2021-02-01 2022-01-31 0001653482 srt:AffiliatedEntityMember 2021-02-01 2022-01-31 0001653482 us-gaap:CostOfSalesMember gtlb:TenderOfferMember 2021-02-01 2022-01-31 0001653482 us-gaap:CostOfSalesMember gtlb:TenderOfferMember 2020-02-01 2021-01-31 0001653482 us-gaap:CostOfSalesMember gtlb:TenderOfferMember 2019-02-01 2020-01-31 0001653482 us-gaap:SellingAndMarketingExpenseMember gtlb:TenderOfferMember 2021-02-01 2022-01-31 0001653482 us-gaap:SellingAndMarketingExpenseMember gtlb:TenderOfferMember 2020-02-01 2021-01-31 0001653482 us-gaap:SellingAndMarketingExpenseMember gtlb:TenderOfferMember 2019-02-01 2020-01-31 0001653482 us-gaap:ResearchAndDevelopmentExpenseMember gtlb:TenderOfferMember 2021-02-01 2022-01-31 0001653482 us-gaap:ResearchAndDevelopmentExpenseMember gtlb:TenderOfferMember 2020-02-01 2021-01-31 0001653482 us-gaap:ResearchAndDevelopmentExpenseMember gtlb:TenderOfferMember 2019-02-01 2020-01-31 0001653482 us-gaap:GeneralAndAdministrativeExpenseMember gtlb:TenderOfferMember 2021-02-01 2022-01-31 0001653482 us-gaap:GeneralAndAdministrativeExpenseMember gtlb:TenderOfferMember 2020-02-01 2021-01-31 0001653482 us-gaap:GeneralAndAdministrativeExpenseMember gtlb:TenderOfferMember 2019-02-01 2020-01-31 0001653482 gtlb:TenderOfferMember 2021-02-01 2022-01-31 0001653482 gtlb:TenderOfferMember 2020-02-01 2021-01-31 0001653482 gtlb:TenderOfferMember 2019-02-01 2020-01-31 0001653482 2020-09-01 2020-09-30 0001653482 us-gaap:SubsequentEventMember gtlb:GitLabInformationTechnologyHubeiCoLTDJiHuMember 2022-03-29 2022-03-29 0001653482 us-gaap:SubsequentEventMember gtlb:MeltanoIncMember 2022-04-04 2022-04-04 0001653482 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2021-01-31 0001653482 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2021-02-01 2022-01-31 0001653482 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2022-01-31 0001653482 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2020-01-31 0001653482 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2020-02-01 2021-01-31 0001653482 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2019-01-31 0001653482 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2019-02-01 2020-01-31 shares iso4217:USD iso4217:USD shares pure gtlb:obligation gtlb:target gtlb:period gtlb:segment gtlb:reporting_unit gtlb:vote gtlb:tranche gtlb:investor 0001653482 2022 FY false P2Y P10Y 10-K true 2022-01-31 --01-31 false 001-40895 GITLAB INC. DE 47-1861035 Class A common stock, par value $0.0000025per share GTLB NASDAQ No No Yes Yes Non-accelerated Filer false true false false false 52300000 95300000 7300000000 Portions of the registrant’s Definitive Proxy Statement (“Proxy Statement”) relating to the 2022 Annual Meeting of Stockholders will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended January 31, 2022 and is incorporated by reference into Part III of this Report. 251 Little Falls Drive Wilmington DE 19808 KPMG LLP Pittsburgh, PA 185 884672000 282850000 50031000 0 1098000 1022000 77233000 39651000 24363000 18700000 15544000 7292000 1051843000 348493000 3271000 0 8145000 0 6285000 797000 14743000 11776000 7151000 1500000 1091438000 362566000 4984000 3111000 24571000 7348000 32820000 13179000 179224000 103543000 241599000 127181000 32568000 30625000 18002000 11078000 292169000 168884000 0.0000025 0.0000025 0 79959000 0 0 79551000 79551000 0 424904000 0.0000025 0.0000025 50000000 0 0 0 0 0 0 0 0.0000025 0.0000025 1500000000 163000000 27141000 27141000 1151000 1151000 0 0 0.0000025 0.0000025 250000000 163000000 119747000 119747000 52468000 52468000 0 0 1320479000 186892000 -553337000 -398199000 7724000 -19915000 774866000 -231222000 24403000 0 799269000 -231222000 1091438000 362566000 17700000 3700000 226163000 132763000 70367000 26490000 19413000 10860000 252653000 152176000 81227000 23668000 14453000 6467000 6317000 4010000 2909000 29985000 18463000 9376000 222668000 133713000 71851000 190754000 154086000 99225000 97217000 106643000 59364000 63654000 86868000 41629000 351625000 347597000 200218000 -128957000 -213884000 -128367000 736000 1070000 3626000 -30850000 23452000 -4800000 -159071000 -189362000 -129541000 -1511000 2832000 1200000 -157560000 -192194000 -130741000 -2422000 0 0 -155138000 -192194000 -130741000 -1.95 -1.95 -3.82 -3.82 -2.76 -2.76 79755000 79755000 50343000 50343000 47308000 47308000 -157560000 -192194000 -130741000 27639000 -24005000 4165000 -129921000 -216199000 -126576000 -2422000 0 0 375000 0 0 -2047000 0 0 -127874000 -216199000 -126576000 65546000 156969000 48483000 0 0 0 0 0 24882000 -75264000 -75000 0 -50457000 326000 14413000 268177000 -48483000 48483000 1151000 -1151000 1475000 743000 743000 531000 671000 671000 40872000 40872000 4165000 4165000 -130741000 -130741000 79959000 425146000 0 0 1151000 0 49338000 0 67168000 -206005000 4090000 0 -134747000 20000 820000 820000 408000 242000 408000 242000 242000 1876000 5618000 5618000 866000 2838000 2838000 111846000 111846000 -24005000 -24005000 -192194000 -192194000 79551000 424904000 0 0 1151000 0 52468000 0 186892000 -398199000 -19915000 0 -231222000 79551000 424904000 79551000 424904000 424904000 2500000 -2500000 8940000 649845000 649845000 14550000 -14550000 26000 959000 959000 1754000 1754000 13000 590000 590000 4118000 19408000 19408000 574000 7212000 7212000 73000 86000 86000 30009000 30009000 27639000 375000 28014000 26450000 26450000 -155138000 -2422000 -157560000 0 0 0 0 27141000 0 119747000 0 1320479000 -553337000 7724000 24403000 799269000 -157560000 -192194000 -130741000 30009000 111846000 40872000 665000 222000 0 543000 0 0 33368000 18469000 7960000 -20389000 24322000 -4257000 -197000 -458000 -122000 38223000 14745000 13457000 8219000 -677000 5743000 42575000 34137000 15223000 3374000 -252000 1128000 1877000 1474000 914000 13953000 733000 3395000 19755000 4646000 5791000 79074000 52382000 41950000 307000 659000 865000 -49814000 -73580000 -60166000 100031000 0 0 50000000 0 0 3541000 0 0 323000 0 0 0 933000 0 0 -91000 0 -53895000 -842000 0 654552000 0 0 25354000 13765000 3088000 86000 0 0 0 0 268177000 590000 820000 0 26450000 0 0 4667000 0 0 701185000 12945000 271265000 6846000 1000000 -226000 604322000 -60477000 210873000 282850000 343327000 132454000 887172000 282850000 282850000 343327000 343327000 1310000 1901000 1986000 1000000 0 0 7212000 2838000 671000 424904000 242000 0 273000 0 0 40000 0 0 884672000 282850000 282850000 343327000 343327000 2500000 0 0 887172000 282850000 343327000 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">1. Organization and Description of Business</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">GitLab Inc. (the “Company”) began as an open source project in 2011 and was incorporated in Delaware on September 12, 2014. While the Company is headquartered in San Francisco, California, it operates on an all-remote model. The Company is a technology company and its primary offering is “GitLab,” a complete DevOps platform delivered as a single application. GitLab is used by a wide range of organizations. The Company also provides related training and professional services. GitLab is offered on both self-managed and software-as-a-service ("SaaS") models. The principal markets for GitLab are currently located in the United States, Europe, and Asia Pacific. The Company is focused on accelerating innovation and broadening the distribution of its platform to companies across the world to help them become better software-led businesses. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock Split</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In January 2019, the Company’s board of directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation effecting a four-to-one stock split of the Company’s issued and outstanding shares of common and convertible preferred stock. The split was effected on February 28, 2019. The par values of the common and convertible preferred stock were also adjusted as a result of the stock split. All issued and outstanding share and per share amounts included in the accompanying consolidated financial statements and notes thereto have been adjusted to reflect this stock split for all periods presented.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Initial Public Offeri</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">ng (“IPO”)</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On October 18, 2021, the Company closed its IPO of 8,940,000 shares of Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A common stock, resulting in net proceeds to the Company of $654.6 million, after deducting underwriting discounts of $33.8 million, and before the deferred offering costs discussed below. In addition, an entity affiliated with the Company’s founder and the CEO sold 2,500,000 shares of Class A common stock (upon conversion of shares of Class B common stock) at the IPO. The Company did not receive any proceeds from the sale of shares of its Class A common stock by the selling stockholder.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the IPO, deferred offering costs, which consist primarily of legal, accounting, consulting, and other fees related to the Company’s IPO, were capitalized in prepaid expense and other current assets on the consolidated balance sheets. During the year ended January 31, 2022, the Company incurred $4.7 million of deferred offering costs. Upon consummation of the IPO, the deferred offering costs of $4.7 million previously capitalized were reclassified into stockholders’ equity as a reduction of the IPO proceeds on the consolidated balance sheets. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> the closing of the IPO, 79.6 million shares of the Company’s outstanding convertible preferred stock were automatically converted into an equal number of shares of Class B common stock.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Acquisition</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Refer to “Note 5. Business Combination” for further discussion of the transaction.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impact of COVID-19</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The World Health Organization declared in March 2020 that the recent outbreak of the coronavirus disease, or COVID-19, constituted a pandemic. The COVID-19 pandemic has caused general business </span></div>disruption worldwide beginning in January 2020. While the Company has experienced and may continue to experience a modest adverse impact on certain parts of its business, including a lengthening in the sales cycle for some prospective customers and delays in the delivery of professional services and trainings to customers, the Company’s results of operations, cash flows, and financial condition have not been adversely impacted to date. However, as certain customers or partners experience downturns or uncertainty in their own business operations or revenue resulting from the spread of COVID-19, they may continue to decrease or delay their spending, request pricing discounts, or seek renegotiations of their contracts, any of which may result in decreased revenue and cash receipts for the Company. In addition, the Company may experience customer losses, including due to bankruptcy or customers ceasing operations, which may result in an inability to collect accounts receivable from these customers. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations, cash flows, and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted.The global impact of COVID-19 continues to rapidly evolve, and the Company will continue to monitor the situation and the effects on its business and operations closely. The Company does not yet know the full extent of potential impacts on its business or operations or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. See Part I, Item IA, “Risk Factors” in this Annual Report on Form 10-K for additional information. Given the uncertainty, we cannot reasonably estimate the impact on our future results of operations, cash flows, or financial condition. 4 8940000 77.00 520000 654600000 33800000 2500000 0 4700000 4700000 79600000 <div style="margin-bottom:9pt;margin-top:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">2. Basis of Presentation and Summary of Significant Accounting Policies</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fiscal Year</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's fiscal year ends on January 31. For example, references to fiscal 2022 and 2021 refer to the fiscal year ended January 31, 2022 and 2021, respectively.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, fair valuation of stock-based compensa</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">tion, fair value of contingent consideration,</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> valuation allowance for deferred income taxes, valuation of intangibles assets, </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and impairment of goodwill. The Company bases these estimates on historical and anticipated results, tre</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">nds, and various other assumptions, including the impact of the COVID-19 pandemic, that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Principles of Consolidation</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries as well as a variable interest entity for which our Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Our consolidated financial statements include the operating results of the acquired entity beginning from the date of acquisition. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each foreign subsidiary and the variable interest entity in accordance with ASC 830,</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> Foreign Currency Matters</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, based on the currency of the primary economic environment in which each subsidiary and the variable interest entity operate. Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For subsidiaries where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at current exchange rates and foreign currency denominated non-monetary assets and liabilities are re-measured into U.S. dollars at historical exchange rates.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Gains or losses from foreign currency remeasurement and settlements are included in foreign exchange gains (losses), net in other income (expense), net on the consolidated statements of operations. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign exchange gains (losses), net of $(29.1) million, $23.4 million and $(4.9) million, respectively. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For subsidiaries and the variable interest entity where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate stockholders’ equity (deficit) into U.S. dollars. The Company records translation gains and losses in accumulated other c</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">omprehensive income (loss) as a component of stockholders’ equity (deficit) in the consolidated balance sheets. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign translation adjustments of $27.6 million, $(24.0) million, and $4.2 million, respectively.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Foreign currency translation adjustments and the offsetting foreign exchange gain or losses for the periods presented are primarily caused by the intercompany loans of short-term nature for entities where functional currency is not the U.S. dollar.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cash, Cash Equivalents, and Restricted Cash</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and cash equivalents as of January 31, 2022 and 2021, consisted of cash held in checking and savings accounts and investments in money market accounts. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash consists of $2.5 million acquisition related security deposit withheld in an escrow for post-closing indemnification claims recorded in other long-term assets on consolidated balance sheet as of January 31, 2022, refer to “Note 5. Business Combination.” </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Short-Term Investments</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company classifies certificates of deposits with banks with an original maturity of three months or greater at the date of purchase as short-term investments and such investments are carried at amortized cost, which approximates their fair value.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accounts Receivable and Allowance for Doubtful Accounts</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable, which represent trade receivables from the Company’s customers, are recorded at the invoiced amount and do not bear interest. The Company extends credit of typically 30 to 60 days to its customers in the normal course of business and does not require collateral from its customers. The Company establishes an allowance for doubtful accounts based on its es</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">timate of the collectability of the accounts. The estimate is based on the age of the individual outstanding invoices and the collection history of each customer</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. As of January 31, 2022 and 2021, the allowance for doubtful accounts was $1.1 </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">million and $1.0 million, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">re</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">spectively. Accounts receivable deemed uncollectible are written off against the allowance when identified.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Concentration of Credit Risk and Significant Customers</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash, cash equivalents, restricted cash, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances. To minimize credit losses on accounts receivable, the Company extends credit to customers based on an evaluation of their ability to pay amounts due under contractual arrangement.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company uses various distribution channels. There was one distribution channel whose balance represented 14% of the accounts receivable balance as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022. </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There were no distribution channels or individual customers whose balance represented more than 10% of the accounts receivable balance as of January 31, 2021.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There were </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">no c</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ustomers whose revenue represented more than </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">10% of total revenue during the years ended January 31, 2022, 2021 and 2020. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. The Company also recorded at fair value acquisition related contingent considerations further discussed in “Note 5. Business Combination.” </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company measures assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value:</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company generates revenue primarily from offering self-managed (on-premise) and SaaS subscriptions. Revenue is also generated from professional services, including consulting and training.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accordance with ASC 606, revenue is recognized when a customer obtains control of the promised products and services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products and services. To achieve the core principle of this standard, the Company applies the following five-step model as a framework:</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">1)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Identify the contract with a customer.</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> We consider the terms and conditions of our arrangements with customers to identify contracts under ASC 606. We consider that we have a contract with a customer when the contract is approved, we can identify each party's rights regarding the products and services to be transferred, we can identify the payment terms for the products and services, we have determined the customer has the ability and intent to pay, and the contract has commercial substance. We apply judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. At contract inception, we also evaluate whether two or more contracts should be combined and accounted for as a single contract. Further, contract modifications generally qualify as a separate contract.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The typical term of a subscription contract for self-managed or SaaS offering is one to three years. Our contracts are non-cancelable over the contract term and we act as principal in all our customer contracts. Customers have the right to terminate their contracts generally only if we breach the contract and we fail to remedy the breach in accordance with the contractual terms.</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Identify the performance obligations in the contract</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Performance obligations in our contracts are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our self-managed subscriptions include two performance obligations: (i) to provide access to proprietary features in our software, and (ii) to provide support and maintenance (including the combined obligation to provide software updates on when and if available basis).</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our SaaS products provide access to hosted software as well as support, which is evaluated to be a single performance obligation.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Services-related performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software except in certain limited unique contracts.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Some of our customers have the option to purchase additional licenses or renew at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are either at the same price as the existing licenses or are within our range of standalone selling price and, as such, would not result in a separate performance obligation. Where material rights are identified in our contracts, they are treated as separate performance obligations.</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">3)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Determine the transaction price</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. We determine transaction price based on the consideration to which we expect to be entitled in exchange for transferring products and services to the customer.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Variable consideration is included in the transaction price only to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur when the uncertainty associated with the variable consideration is resolved. Our contracts are non-refundable and non-cancellable. We do not offer refunds, rebates or credits to our customers in the normal course of business. The impact of variable considerations has not been material.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For contracts with a one year term, we applied a practical expedient available under ASC 606 and made no evaluation for the existence of a significant financing component. In these contracts, at contract inception, the period between when we expect to transfer a promised product or service to the customer and when the customer pays for that product or service will be one year or less. For contracts with terms of more than a year, we have applied judgment in determining that advance payments in such contracts are not collected with the primary intention of availing finance and therefore, do not represent a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). We do not offer the right of refund in our contracts.</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">4)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Allocate the transaction price to the performance obligations in the contract. </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. We use judgment in determining the SSP for our products and services. We typically assess the SSP for our products and services on an annual basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. The expected cost-plus margin approach is currently used to determine SSP for each distinct performance obligation for self-managed subscriptions.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have concluded that (i) the right to use the software and (ii) the right to receive technical support and software fixes and updates are two distinct performance obligations in our self-managed subscriptions. Since neither of these performance obligations are sold on a standalone basis, we estimate stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and update the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions, which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support.</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">5)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Revenue is recognized when or as we satisfy a performance obligation</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised products and services to a customer. We recognize revenue when we transfer control of the products and services to our customers for an amount that reflects the consideration that we expect to receive in exchange for those products and services. All revenue is generated from contracts with customers.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Subscription - self-managed and SaaS</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Subscription - self-managed</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's self-managed and SaaS subscriptions consist of support, maintenance, upgrades and updates on a when-and-if-available basis. Revenue for support and maintenance is recognized ratably over the contract period based on the stand-ready nature of these subscription elements.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company offers three tiers of paid subscriptions as part of the self-managed model: Starter, Premium, and Ultimate. Subscriptions for self-managed licenses include both (i) a right to use the underlying software (License revenue - Self managed) and (ii) a right to receive post-contract customer support during the subscription term (Subscription revenue - Self managed). Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when and if available basis) and support services. The Company has concluded that the right to use the software, which is recognized upon delivery of the license, and the right to receive technical support and software </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">fixes and updates, which is recognized ratably over the term of the arrangement, are two distinct performance obligations. Since neither of these performance obligations are sold on a standalone basis, the Company estimates the stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and updates the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support. Based on this model, the Company allocated between 1-15% of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these consolidated financial statements.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Starter tier is now deprecated and available for a limited transitory period to our existing customers.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">SaaS</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We also offer three tiers of paid SaaS subscriptions: Starter (previously Bronze), Premium (previously Gold), and Ultimate (previously Platinum). These subscriptions provide access to our latest managed version of our product hosted in a public cloud. Revenue from our SaaS products (Subscription revenue - SaaS) is recognized ratably over the contract period when the performance obligation is satisfied.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The typical term of a subscription contract for self-managed or SaaS offering is one to three years.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Starter tier is now deprecated and available for a limited transitory period to our existing customers.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">License - self-managed and other</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with rights to use proprietary software features. The Company allocates between 1-15% of the transaction value to License revenue, which is recognized upfront when the software license is made available to our customer.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other revenue consists of professional services revenue which is primarily derived from fixed fee offerings which are subject to customer acceptance. Given the Company’s limited history of providing professional services, uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract. Accordingly, revenue is recognized upon satisfaction of all requirements per the applicable contract. Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company presents financial information about disaggregation of revenue in “Note 3. Revenues” of the consolidated financial statements.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Revenue</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The portion of deferred revenue that the Company will recognize during the twelve-month period from the balance sheet date is recorded within current liabilities and the remaining portion is recorded as long-term.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company receives payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Customers are generally billed in advance, including some multi-year contracts, but the majority of customers in multi-year contracts specifically request to pay annually in advance. Payment terms on invoiced amounts are typically 30 to 60 days. In limited cases, the Company has offered deferred payment terms of a maximum of one year in contracts with a one year contractual term. Contract assets include amounts related to our </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced; such amounts have been immaterial to date. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fiscal years ended January 31, 2022, 2021 and 2020, $87.1 million, $58.1 million and $29.2 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented. The increase in deferred revenue balances for the periods presented is mainly attributable to the growth of contracts with new as well as existing customers.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Remaining Performance Obligations</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2022 and 2021, the aggregate amount of the transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $312.4 million and $159.9 million, respectively. As of January 31, 2022, we expected to recognize approximately 65% of the transaction price as product or services revenue over the next 12 months and the remainder thereafter. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Contract Acquisition Costs</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalized. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. The Company determines whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract. The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Commissions and bonuses paid upon the acquisition of an initial contract are amortized over an estimated period of benefit which has been determined generally to be three years based on historical analysis of average customer life and useful life of our product offerings. Commissions paid for subsequent renewals are amortized over the renewal term. Amortization is recognized on a straight-line basis and included in sales and marketing expenses in the consolidated statements of operations. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the periods presented.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the change in</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> deferred contract acquisition costs (in t</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">housands): </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Beginning balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,476 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,375 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,156 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;text-indent:13.5pt;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Added during the year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,998 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,570 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,179 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;text-indent:13.5pt;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortized during the year</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33,368)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(18,469)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,960)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ending balance</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,106 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,476 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,375 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Offering Costs</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred offering costs consist primarily of legal, accounting, consulting, and other fees related to the Company’s IPO, and were capitalized in prepaid expenses and other current assets on the consolidated balance sheets prior to the IPO. Upon consummatio</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">n of the IPO, the deferred offering costs of $4.7 million were reclassified into stockholders’ equity (deficit) as a reduction of the IPO proceeds on the consolidated balance sheets. There were no deferred offering costs recorded as of January 31, 2022 and 2021.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cost of Revenue</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, third-party cloud infrastructure expenses incurred in connection with the customers’ use of GitLab; compensation paid to the Company's customer support personnel, including contractors; and allocated overhead. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of revenue for self-managed license includes personnel-related expenses. Other costs of revenue include professional services, primarily compensation paid to the Company's professional services personnel, including contractors; and allocated overhead.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Research and Development</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs related to research and development of the Company’s software offerings are expensed as incurred. These costs consist primarily of compensation paid to the Company's research and development personnel, including contractors; and allocated overhead associated with developing new features or enhancing existing features.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s internal customer software development process follows an iterative process that results in more frequent software releases than do traditional sequential or waterfall development methodologies and also results in internal validation of the software releases very shortly before they are made available to customers. Therefore, to date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility through internal validation of the software releases. As such, all related software development costs are expensed as incurred and included in research and development expenses in the consolidated statements of operations. To date, software development for internal use has been immaterial and no such costs have been capitalized.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Advertising Costs</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations. Th</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ese include costs incurred on public relations, website design, advertising, field marketing, and market research services. The Company incurred advertising costs of $21.4 million, $14.1 million and $17.2 million during the years ended January 31, 2022, 2021 and 2020, respectively.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Loss Contingencies</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If an exposure to any potential claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. If applicable, the Company records receivables for probable insurance or other third-party recoveries. Due to uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Legal fees and other costs associated with such actions are expensed as incurred.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to income taxes in the United States and several foreign jurisdictions. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management applies significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that were more likely than not to be realized in the future. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Compliance with income tax regulations requires the Company to take certain tax positions. In assessing the exposure associated with various filing positions, the Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, if any, are included within the provision for income taxes in the consolidated statement of operations.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Comprehensive loss includes net loss and changes in stockholders’ equity (deficit) that are excluded from net loss due to changes in the Company’s cumulative foreign currency translation account.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Net Loss per Share Attributable to Common Stockholders</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic net loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. For this calculation, convertible preferred stock, warrants and stock options are considered potentially dilutive instruments. While the convertible preferred stock has participating rights for dividends, it does not participate in losses and hence will not qualify as a participating security in the periods in which the Company generates a loss.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has granted equity classified stock-based awards consisting primarily of stock options to team members, members of its board of directors, and non-employee advisors. The majority of the Company's stock-based awards have been granted to team members and the service-based vesting condition for the majority of these awards is satisfied over four years.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are recorded as they occur. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records incremental stock-based compensation expense when certain affiliated stockholders or new investors purchase shares from team members and founders of the Company in excess of the fair value of such shares as part of secondary stock purchase transactions. The Company recognized any such excess value as stock-based compensation expense in the consolidated statements of operations.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In May 2021, the Company granted 3 million shares of Restricted Stock Units (“RSUs”) tied to our Class B common stock to Mr. Sijbrandij, our founder and CEO. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share. The fair value of the RSUs was determined utilizing a Monte Carlo valuation model. Any portion of these RSUs may only be earned upon a corporate transaction or after a liquidity event and only to the extent Mr. Sijbrandij continues to lead the company as our CEO. We will recognize total stock-based compensation expense over the derived service period of each tranche using the accelerated attribution method, regardless of whether the stock price hurdles are achieved. Refer to “Note 9. Equity” for further discussion. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing model, and determine volatility over an expected term based on the historical volatility of the Company’s peer group, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">until we establish a sufficient public trading history of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">our own stock price. The ESPP provides for up to a 27-month offering period, and includes four purchase periods of approximately six months. The ESPP allows eligible team members to purchase shares of our common stock at a 15% discount on the lower price of either (i) the offering period begin date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Segment Reporting</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our primary business activity is to sell subscriptions on both self-managed and SaaS models. Our chief operating decision maker, who is the Co-founder and Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Accordingly, we operate our business as one operating segment and one reporting unit. The Company presents financial information about geographical mix of revenue and long-lived assets in Note 3 and Note 4, respectively, of the consolidated financial statements.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Combination</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 3, 2021, th</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e Company completed</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We amortize our acquired intangible assets in business combinations and asset acquisitions on a straight-line basis with definite lives over a period of three years.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. The Company depreciates leasehold improvements over the shorter of the remaining lease term or estimated us</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">eful life of five years, a</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">nd computers over two years. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impairment of Long-lived Assets</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (including an intangible asset) may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If a long-lived asset (including an intangible asset) is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We have made no material adjustments to our long-lived assets (including intangible assets) in any of the years presented. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We test our goodwill for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. We found no goodwill impairment in any of the periods presented.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Preferred Stock </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There has been no beneficial conversion feature with respect to the preferred stock issued by the Company and the conditions for separation have not been met; as such, the entire proceeds have been allocated to preferred stock.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Adopted Accounting Standards</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">That Is a Service Contract</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“ASU 2018-15”), which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles-Goodwill and Other</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, to determine which implementation costs to capitalize as assets or expense as incurred. The Company has prospectively adopted ASU 2018-15 as of February 1, 2021 with no material impact. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Issued Accounting Standards Not Yet Adopted</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In February 2016, the FASB issued ASU 2016-02, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (Topic 842) (“Topic 842”). Topic 842 supersedes the lease requirements in ASC Topic 840, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Under Topic 842, lessees are required to recognize assets and liabilities on the consolidated balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For public companies, Topic 842 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has elected to use the extended transition period that allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under the JOBS Act. For as long as the Company remains an “emerging growth company,” the new guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The adoption of ASU 2016-02 is not expected to have a material effect on the Company’s consolidated financial statements.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In June 2016, the FASB issued ASU No. 2016-13, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Financial Instruments-Credit Losses </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(Topic 326): </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Measurement of Credit Losses on Financial Instruments</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“ASU 2016-13”), which requires the </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Since the Company follows private company’s adoption timelines, this new guidance is effective for the Company for its fiscal year beginning February 1, 2023. The Company is currently evaluating the effect of the adoption of ASU 2016-13 on its consolidated financial statements. The effect will largely depend on the composition and credit quality of the Company's portfolio of financial assets and the economic conditions at the time of adoption.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU No. 2019-12, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (Topic 740): </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Simplifying the Accounting for Income Taxes</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in order to reduce cost and complexity of its application. This new guidance is effective for the Company for its fiscal year beginning February 1, 2022 and interim periods within its fiscal year beginning February 1, 2023. Early adoption is permitted. The adoption of ASU 2019-12 is not expected to have a material effect on the Company’s consolidated financial statements.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Basis of Presentation</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fiscal Year</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's fiscal year ends on January 31. For example, references to fiscal 2022 and 2021 refer to the fiscal year ended January 31, 2022 and 2021, respectively.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, allocation of revenue to the license element in the Company's self-managed subscriptions, estimating the amortization period for capitalized costs to obtain a contract, allowance for doubtful accounts, fair valuation of stock-based compensa</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">tion, fair value of contingent consideration,</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> valuation allowance for deferred income taxes, valuation of intangibles assets, </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and impairment of goodwill. The Company bases these estimates on historical and anticipated results, tre</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">nds, and various other assumptions, including the impact of the COVID-19 pandemic, that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Principles of Consolidation</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The consolidated financial statements include 100% of the accounts of wholly owned and majority owned subsidiaries as well as a variable interest entity for which our Company is the primary beneficiary. The ownership interest of other investors is recorded as noncontrolling interest. All intercompany accounts and transactions have been eliminated in consolidation. </span></div>On December 3, 2021, the Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. Our consolidated financial statements include the operating results of the acquired entity beginning from the date of acquisition. <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Foreign Currency</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reporting currency of the Company is the U.S. dollar. The Company determines the functional currency of each foreign subsidiary and the variable interest entity in accordance with ASC 830,</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%"> Foreign Currency Matters</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, based on the currency of the primary economic environment in which each subsidiary and the variable interest entity operate. Items included in the financial statements of such subsidiaries and the variable interest entity are measured using that functional currency.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For subsidiaries where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at current exchange rates and foreign currency denominated non-monetary assets and liabilities are re-measured into U.S. dollars at historical exchange rates.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Gains or losses from foreign currency remeasurement and settlements are included in foreign exchange gains (losses), net in other income (expense), net on the consolidated statements of operations. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign exchange gains (losses), net of $(29.1) million, $23.4 million and $(4.9) million, respectively. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For subsidiaries and the variable interest entity where the functional currency is other than the U.S. dollar, the Company uses the period-end exchange rates to translate assets and liabilities, the average monthly exchange rates to translate revenue and expenses, and historical exchange rates to translate stockholders’ equity (deficit) into U.S. dollars. The Company records translation gains and losses in accumulated other c</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">omprehensive income (loss) as a component of stockholders’ equity (deficit) in the consolidated balance sheets. For the years ended January 31, 2022, 2021 and 2020, the Company recognized foreign translation adjustments of $27.6 million, $(24.0) million, and $4.2 million, respectively.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Foreign currency translation adjustments and the offsetting foreign exchange gain or losses for the periods presented are primarily caused by the intercompany loans of short-term nature for entities where functional currency is not the U.S. dollar.</span></div> -29100000 23400000 -4900000 27600000 -24000000.0 4200000 Cash, Cash Equivalents, and Restricted CashCash and cash equivalents as of January 31, 2022 and 2021, consisted of cash held in checking and savings accounts and investments in money market accounts. The Company considers all highly-liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash consists of $2.5 million acquisition related security deposit withheld in an escrow for post-closing indemnification claims recorded in other long-term assets on consolidated balance sheet as of January 31, 2022, refer to “Note 5. Business Combination.” 2500000 <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Short-Term Investments</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company classifies certificates of deposits with banks with an original maturity of three months or greater at the date of purchase as short-term investments and such investments are carried at amortized cost, which approximates their fair value.</span></div> Accounts Receivable and Allowance for Doubtful Accounts<span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accounts receivable, which represent trade receivables from the Company’s customers, are recorded at the invoiced amount and do not bear interest. The Company extends credit of typically 30 to 60 days to its customers in the normal course of business and does not require collateral from its customers. The Company establishes an allowance for doubtful accounts based on its es</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">timate of the collectability of the accounts. The estimate is based on the age of the individual outstanding invoices and the collection history of each customer</span>. 1100000 1000000 <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Concentration of Credit Risk and Significant Customers</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. At times, cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash, cash equivalents, restricted cash, and short-term investments are financially sound and, accordingly, minimal credit risk exists with respect to these balances. To minimize credit losses on accounts receivable, the Company extends credit to customers based on an evaluation of their ability to pay amounts due under contractual arrangement.</span></div>The Company uses various distribution channels. 0.14 <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Fair Value of Financial Instruments</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable and accrued liabilities due to their short-term nature. The Company also recorded at fair value acquisition related contingent considerations further discussed in “Note 5. Business Combination.” </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company measures assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value:</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revenue Recognition</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company generates revenue primarily from offering self-managed (on-premise) and SaaS subscriptions. Revenue is also generated from professional services, including consulting and training.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accordance with ASC 606, revenue is recognized when a customer obtains control of the promised products and services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these products and services. To achieve the core principle of this standard, the Company applies the following five-step model as a framework:</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">1)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Identify the contract with a customer.</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> We consider the terms and conditions of our arrangements with customers to identify contracts under ASC 606. We consider that we have a contract with a customer when the contract is approved, we can identify each party's rights regarding the products and services to be transferred, we can identify the payment terms for the products and services, we have determined the customer has the ability and intent to pay, and the contract has commercial substance. We apply judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. At contract inception, we also evaluate whether two or more contracts should be combined and accounted for as a single contract. Further, contract modifications generally qualify as a separate contract.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The typical term of a subscription contract for self-managed or SaaS offering is one to three years. Our contracts are non-cancelable over the contract term and we act as principal in all our customer contracts. Customers have the right to terminate their contracts generally only if we breach the contract and we fail to remedy the breach in accordance with the contractual terms.</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Identify the performance obligations in the contract</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Performance obligations in our contracts are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other promises in the contract.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our self-managed subscriptions include two performance obligations: (i) to provide access to proprietary features in our software, and (ii) to provide support and maintenance (including the combined obligation to provide software updates on when and if available basis).</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our SaaS products provide access to hosted software as well as support, which is evaluated to be a single performance obligation.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Services-related performance obligations relate to the provision of consulting and training services. These services are distinct from subscriptions and do not result in significant customization of the software except in certain limited unique contracts.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Some of our customers have the option to purchase additional licenses or renew at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are either at the same price as the existing licenses or are within our range of standalone selling price and, as such, would not result in a separate performance obligation. Where material rights are identified in our contracts, they are treated as separate performance obligations.</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">3)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Determine the transaction price</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. We determine transaction price based on the consideration to which we expect to be entitled in exchange for transferring products and services to the customer.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Variable consideration is included in the transaction price only to the extent it is probable that a significant future reversal of cumulative revenue under the contract will not occur when the uncertainty associated with the variable consideration is resolved. Our contracts are non-refundable and non-cancellable. We do not offer refunds, rebates or credits to our customers in the normal course of business. The impact of variable considerations has not been material.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For contracts with a one year term, we applied a practical expedient available under ASC 606 and made no evaluation for the existence of a significant financing component. In these contracts, at contract inception, the period between when we expect to transfer a promised product or service to the customer and when the customer pays for that product or service will be one year or less. For contracts with terms of more than a year, we have applied judgment in determining that advance payments in such contracts are not collected with the primary intention of availing finance and therefore, do not represent a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). We do not offer the right of refund in our contracts.</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">4)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Allocate the transaction price to the performance obligations in the contract. </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, we allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. We use judgment in determining the SSP for our products and services. We typically assess the SSP for our products and services on an annual basis or when facts and circumstances change. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. The expected cost-plus margin approach is currently used to determine SSP for each distinct performance obligation for self-managed subscriptions.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We have concluded that (i) the right to use the software and (ii) the right to receive technical support and software fixes and updates are two distinct performance obligations in our self-managed subscriptions. Since neither of these performance obligations are sold on a standalone basis, we estimate stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and update the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions, which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support.</span></div><div style="margin-bottom:9pt;margin-top:6pt;padding-left:36pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">5)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%;padding-left:9.11pt">Revenue is recognized when or as we satisfy a performance obligation</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised products and services to a customer. We recognize revenue when we transfer control of the products and services to our customers for an amount that reflects the consideration that we expect to receive in exchange for those products and services. All revenue is generated from contracts with customers.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Subscription - self-managed and SaaS</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Subscription - self-managed</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's self-managed and SaaS subscriptions consist of support, maintenance, upgrades and updates on a when-and-if-available basis. Revenue for support and maintenance is recognized ratably over the contract period based on the stand-ready nature of these subscription elements.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company offers three tiers of paid subscriptions as part of the self-managed model: Starter, Premium, and Ultimate. Subscriptions for self-managed licenses include both (i) a right to use the underlying software (License revenue - Self managed) and (ii) a right to receive post-contract customer support during the subscription term (Subscription revenue - Self managed). Post-contract customer support comprises maintenance services (including updates and upgrades to the software on a when and if available basis) and support services. The Company has concluded that the right to use the software, which is recognized upon delivery of the license, and the right to receive technical support and software </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">fixes and updates, which is recognized ratably over the term of the arrangement, are two distinct performance obligations. Since neither of these performance obligations are sold on a standalone basis, the Company estimates the stand-alone selling price for each performance obligation using a model based on the “expected cost plus margin” approach and updates the model on an annual basis or when facts and circumstances change. This model uses observable data points to develop the main inputs and assumptions which include the estimated historical costs to develop the paid features in the software license and the estimated future costs to provide post-contract customer support. Based on this model, the Company allocated between 1-15% of the entire transaction price to the right to use the underlying software (License revenue - Self managed) and allocated the remaining value of the transaction to the right to receive post-contract customer support (Subscription revenue - Self managed) during the period covered by these consolidated financial statements.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Starter tier is now deprecated and available for a limited transitory period to our existing customers.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">SaaS</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We also offer three tiers of paid SaaS subscriptions: Starter (previously Bronze), Premium (previously Gold), and Ultimate (previously Platinum). These subscriptions provide access to our latest managed version of our product hosted in a public cloud. Revenue from our SaaS products (Subscription revenue - SaaS) is recognized ratably over the contract period when the performance obligation is satisfied.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The typical term of a subscription contract for self-managed or SaaS offering is one to three years.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Starter tier is now deprecated and available for a limited transitory period to our existing customers.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">License - self-managed and other</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The license component of our self-managed subscriptions reflects the revenue recognized by providing customers with rights to use proprietary software features. The Company allocates between 1-15% of the transaction value to License revenue, which is recognized upfront when the software license is made available to our customer.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other revenue consists of professional services revenue which is primarily derived from fixed fee offerings which are subject to customer acceptance. Given the Company’s limited history of providing professional services, uncertainty exists about customer acceptance and therefore, control is presumed to transfer upon confirmation from the customer, as defined in each professional services contract. Accordingly, revenue is recognized upon satisfaction of all requirements per the applicable contract. Revenue from professional services provided on a time and material basis is recognized over the periods services are delivered.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company presents financial information about disaggregation of revenue in “Note 3. Revenues” of the consolidated financial statements.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Revenue</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The portion of deferred revenue that the Company will recognize during the twelve-month period from the balance sheet date is recorded within current liabilities and the remaining portion is recorded as long-term.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company receives payments from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Customers are generally billed in advance, including some multi-year contracts, but the majority of customers in multi-year contracts specifically request to pay annually in advance. Payment terms on invoiced amounts are typically 30 to 60 days. In limited cases, the Company has offered deferred payment terms of a maximum of one year in contracts with a one year contractual term. Contract assets include amounts related to our </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced; such amounts have been immaterial to date. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the fiscal years ended January 31, 2022, 2021 and 2020, $87.1 million, $58.1 million and $29.2 million, respectively, of revenue was recognized, which was included in the corresponding deferred revenue balance at the beginning of the reporting periods presented. The increase in deferred revenue balances for the periods presented is mainly attributable to the growth of contracts with new as well as existing customers.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Remaining Performance Obligations</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2022 and 2021, the aggregate amount of the transaction price allocated to billed and unbilled remaining performance obligations for which revenue has not yet been recognized was approximately $312.4 million and $159.9 million, respectively. As of January 31, 2022, we expected to recognize approximately 65% of the transaction price as product or services revenue over the next 12 months and the remainder thereafter. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Deferred Contract Acquisition Costs</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Sales commissions and bonuses that are direct and incremental costs of the acquisition of contracts with customers are capitalized. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. The Company determines whether costs should be deferred when the costs are direct and incremental and would not have occurred absent the customer contract. The deferred commission and bonus amounts are recoverable through the future revenue streams from our customer contracts all of which are non-cancelable. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Commissions and bonuses paid upon the acquisition of an initial contract are amortized over an estimated period of benefit which has been determined generally to be three years based on historical analysis of average customer life and useful life of our product offerings. Commissions paid for subsequent renewals are amortized over the renewal term. Amortization is recognized on a straight-line basis and included in sales and marketing expenses in the consolidated statements of operations. The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment of deferred contract acquisition costs during the periods presented.</span></div> 2 2 2 0.01 0.15 0.01 0.15 87100000 58100000 29200000 312400000 159900000 0.65 P12M P3Y <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table presents the change in</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> deferred contract acquisition costs (in t</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">housands): </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Beginning balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,476 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,375 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,156 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;text-indent:13.5pt;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Added during the year</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">41,998 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">34,570 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,179 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;text-indent:13.5pt;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortized during the year</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(33,368)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(18,469)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,960)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Ending balance</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">39,106 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30,476 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,375 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:top"/></tr></table></div> 30476000 14375000 7156000 41998000 34570000 15179000 33368000 18469000 7960000 39106000 30476000 14375000 4700000 <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Cost of Revenue</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of revenue for self-managed and SaaS subscriptions consists primarily of allocated cloud-hosting costs paid to third party service providers, third-party cloud infrastructure expenses incurred in connection with the customers’ use of GitLab; compensation paid to the Company's customer support personnel, including contractors; and allocated overhead. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cost of revenue for self-managed license includes personnel-related expenses. Other costs of revenue include professional services, primarily compensation paid to the Company's professional services personnel, including contractors; and allocated overhead.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Research and Development</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Costs related to research and development of the Company’s software offerings are expensed as incurred. These costs consist primarily of compensation paid to the Company's research and development personnel, including contractors; and allocated overhead associated with developing new features or enhancing existing features.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s internal customer software development process follows an iterative process that results in more frequent software releases than do traditional sequential or waterfall development methodologies and also results in internal validation of the software releases very shortly before they are made available to customers. Therefore, to date, costs to develop software that is marketed externally have not been capitalized as the current software development process is essentially completed concurrently with the establishment of technological feasibility through internal validation of the software releases. As such, all related software development costs are expensed as incurred and included in research and development expenses in the consolidated statements of operations. To date, software development for internal use has been immaterial and no such costs have been capitalized.</span></div> Advertising CostsAdvertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations. These include costs incurred on public relations, website design, advertising, field marketing, and market research services. 21400000 14100000 17200000 <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Loss Contingencies</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">If an exposure to any potential claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. If applicable, the Company records receivables for probable insurance or other third-party recoveries. Due to uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position. Legal fees and other costs associated with such actions are expensed as incurred.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to income taxes in the United States and several foreign jurisdictions. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and the tax basis of assets and liabilities, as well as for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. Management applies significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that were more likely than not to be realized in the future. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Compliance with income tax regulations requires the Company to take certain tax positions. In assessing the exposure associated with various filing positions, the Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits, if any, are included within the provision for income taxes in the consolidated statement of operations.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Comprehensive loss includes net loss and changes in stockholders’ equity (deficit) that are excluded from net loss due to changes in the Company’s cumulative foreign currency translation account.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Net Loss per Share Attributable to Common Stockholders</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic net loss per share is based on the weighted-average effect of all common shares issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. For this calculation, convertible preferred stock, warrants and stock options are considered potentially dilutive instruments. While the convertible preferred stock has participating rights for dividends, it does not participate in losses and hence will not qualify as a participating security in the periods in which the Company generates a loss.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has granted equity classified stock-based awards consisting primarily of stock options to team members, members of its board of directors, and non-employee advisors. The majority of the Company's stock-based awards have been granted to team members and the service-based vesting condition for the majority of these awards is satisfied over four years.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The cost of stock-based awards granted to team members is measured at the grant date, based on the fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are recorded as they occur. The Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company records incremental stock-based compensation expense when certain affiliated stockholders or new investors purchase shares from team members and founders of the Company in excess of the fair value of such shares as part of secondary stock purchase transactions. The Company recognized any such excess value as stock-based compensation expense in the consolidated statements of operations.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In May 2021, the Company granted 3 million shares of Restricted Stock Units (“RSUs”) tied to our Class B common stock to Mr. Sijbrandij, our founder and CEO. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share. The fair value of the RSUs was determined utilizing a Monte Carlo valuation model. Any portion of these RSUs may only be earned upon a corporate transaction or after a liquidity event and only to the extent Mr. Sijbrandij continues to lead the company as our CEO. We will recognize total stock-based compensation expense over the derived service period of each tranche using the accelerated attribution method, regardless of whether the stock price hurdles are achieved. Refer to “Note 9. Equity” for further discussion. </span></div><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In September 2021, our board of directors and our stockholders approved the 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions. We recognize stock-based expenses related to the shares to be issued under the ESPP on a straight-line basis over the offering period, using the Black-Scholes option-pricing model, and determine volatility over an expected term based on the historical volatility of the Company’s peer group, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">until we establish a sufficient public trading history of </span>our own stock price. The ESPP provides for up to a 27-month offering period, and includes four purchase periods of approximately six months. The ESPP allows eligible team members to purchase shares of our common stock at a 15% discount on the lower price of either (i) the offering period begin date or (ii) the purchase date. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. P4Y 3000000 8 95 500 P27M 4 P6M 0.15 <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Segment Reporting</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our primary business activity is to sell subscriptions on both self-managed and SaaS models. Our chief operating decision maker, who is the Co-founder and Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance. Accordingly, we operate our business as one operating segment and one reporting unit. The Company presents financial information about geographical mix of revenue and long-lived assets in Note 3 and Note 4, respectively, of the consolidated financial statements.</span></div> 1 1 <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Business Combination</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 3, 2021, th</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e Company completed</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. We include the results of operations of the businesses that we acquire beginning from the respective dates of acquisition. We allocate the fair value of the purchase price of our acquisitions to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We amortize our acquired intangible assets in business combinations and asset acquisitions on a straight-line basis with definite lives over a period of three years.</span></div> P3Y Property and Equipment, Net<span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. The Company depreciates leasehold improvements over the shorter of the remaining lease term or estimated us</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">eful life of five years, a</span>nd computers over two years. P5Y P2Y <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Impairment of Long-lived Assets</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset (including an intangible asset) may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future undiscounted cash flow the asset is expected to generate. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If a long-lived asset (including an intangible asset) is considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value. We have made no material adjustments to our long-lived assets (including intangible assets) in any of the years presented. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We test our goodwill for impairment at least annually in the fourth fiscal quarter of each year, or more frequently if events or changes in circumstances indicate that this asset may be impaired. We found no goodwill impairment in any of the periods presented.</span></div> 0 0 0 <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Preferred Stock </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There has been no beneficial conversion feature with respect to the preferred stock issued by the Company and the conditions for separation have not been met; as such, the entire proceeds have been allocated to preferred stock.</span></div> <div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Adopted Accounting Standards</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">That Is a Service Contract</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“ASU 2018-15”), which requires a customer in a hosting arrangement that is a service contract to follow the internal-use software guidance in ASC 350-40, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Intangibles-Goodwill and Other</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, to determine which implementation costs to capitalize as assets or expense as incurred. The Company has prospectively adopted ASU 2018-15 as of February 1, 2021 with no material impact. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Recently Issued Accounting Standards Not Yet Adopted</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In February 2016, the FASB issued ASU 2016-02, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (Topic 842) (“Topic 842”). Topic 842 supersedes the lease requirements in ASC Topic 840, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Leases</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Under Topic 842, lessees are required to recognize assets and liabilities on the consolidated balance sheet for most leases and provide enhanced disclosures. Leases will continue to be classified as either finance or operating. For public companies, Topic 842 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The Company has elected to use the extended transition period that allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies under the JOBS Act. For as long as the Company remains an “emerging growth company,” the new guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The adoption of ASU 2016-02 is not expected to have a material effect on the Company’s consolidated financial statements.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In June 2016, the FASB issued ASU No. 2016-13, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Financial Instruments-Credit Losses </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(Topic 326): </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Measurement of Credit Losses on Financial Instruments</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“ASU 2016-13”), which requires the </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Since the Company follows private company’s adoption timelines, this new guidance is effective for the Company for its fiscal year beginning February 1, 2023. The Company is currently evaluating the effect of the adoption of ASU 2016-13 on its consolidated financial statements. The effect will largely depend on the composition and credit quality of the Company's portfolio of financial assets and the economic conditions at the time of adoption.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2019, the FASB issued ASU No. 2019-12, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (Topic 740): </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Simplifying the Accounting for Income Taxes</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> in order to reduce cost and complexity of its application. This new guidance is effective for the Company for its fiscal year beginning February 1, 2022 and interim periods within its fiscal year beginning February 1, 2023. Early adoption is permitted. The adoption of ASU 2019-12 is not expected to have a material effect on the Company’s consolidated financial statements.</span></div> <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">3. Revenues</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Disaggregation of Revenue</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages):</span></div><div style="margin-bottom:9pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:46.656%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:8.355%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.791%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.355%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.791%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.355%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.792%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="33" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Subscription—self-managed and SaaS</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">226,163 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">90 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,763 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">70,367 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Subscription—self-managed</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">179,564 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">114,949 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">65,420 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">SaaS</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">46,599 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,814 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,947 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:700;line-height:100%">License—self-managed and other</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26,490 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19,413 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,860 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">License—self-managed</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20,171 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,525 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,879 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services and other</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,319 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,888 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">252,653 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">152,176 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">81,227 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Total Revenue by Geographic Location</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.508%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.483%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.485%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">211,520 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">125,990 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,823 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Europe</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,478 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,348 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,167 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asia Pacific</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,655 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,838 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,237 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">252,653 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,176 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81,227 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the years ended</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022, 2021 and 2020</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the United States accounted for </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">84%,</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">83% and </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">83% of total revenue, respectively. No other individual country exceeded 10% of total revenue for any of the periods presented.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We operate our business as a single reportable segment.</span></div> <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table shows the components of revenues and their respective percentages of total revenue for the periods indicated (in thousands, except percentages):</span></div><div style="margin-bottom:9pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:46.656%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:8.355%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.791%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.355%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.791%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.355%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:5.792%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="33" style="border-bottom:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Subscription—self-managed and SaaS</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">226,163 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">90 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">132,763 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">70,367 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">87 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Subscription—self-managed</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">179,564 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">72 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">114,949 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">75 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">65,420 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">81 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">SaaS</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">46,599 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">18 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">17,814 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,947 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:700;line-height:100%">License—self-managed and other</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">26,490 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">19,413 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10,860 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">13 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">License—self-managed</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">20,171 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">8 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">14,525 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">9,879 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">12 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">Professional services and other</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">6,319 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">4,888 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">3 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Total revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">252,653 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">152,176 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">81,227 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 226163000 0.90 132763000 0.87 70367000 0.87 179564000 0.72 114949000 0.75 65420000 0.81 46599000 0.18 17814000 0.12 4947000 0.06 26490000 0.10 19413000 0.13 10860000 0.13 20171000 0.08 14525000 0.10 9879000 0.12 6319000 0.02 4888000 0.03 981000 0.01 252653000 1 152176000 1 81227000 1 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the Company’s total revenue by geographic location based on the region of the Company’s contracting entity, which may be different than the region of the customer (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.508%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.483%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.485%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:8pt;font-weight:700;line-height:100%">2020</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">211,520 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">125,990 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,823 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Europe</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,478 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,348 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,167 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Asia Pacific</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,655 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,838 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,237 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">252,653 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,176 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">81,227 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 211520000 125990000 67823000 36478000 22348000 11167000 4655000 3838000 2237000 252653000 152176000 81227000 0.84 0.83 0.83 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">4. Balance Sheet Components</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Prepaid Expenses and Other Current Assets</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prepaid expenses and other current assets consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid software subscriptions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,950 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,185 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid expenses for the Company’s events</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">266 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">673 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid advertising costs</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">722 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">784 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid payroll deposits</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,125 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid insurance</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,309 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid income taxes</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">785 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other prepaid expenses</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,834 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,231 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other current assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total prepaid expense and other current assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,544 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,292 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Property and Equipment, Net</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.957%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer and office equipment </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,049 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">765 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt 0 32.5pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,814 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Accumulated depreciation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(543)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total property and equipment, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,271 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Depreciation expense of property and equipment was $0.5 million for the year ended January 31, 2022.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Geographical Information</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-lived assets, comprising of property and equipment, net, by geographic area were as follows based on their physical location (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.358%"><tr><td style="width:1.0%"/><td style="width:84.867%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.933%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,233 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">China</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">769 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other countries </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total property and equipment, net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,271 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1) </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">No other individual country accounted for more than 10% of the Company’s </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">property and equipment, net for the period presented</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">.</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Long-Term Assets</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other assets consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,500 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Security deposits</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,832 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,819 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total other assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,151 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1) </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to “Note 5. Business Combination” for a discussion of restricted cash related to the acquisition of Opstrace, Inc.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accrued Expenses and Other Current Liabilities</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued expenses and other current liabilities consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued expenses</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,605 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,010 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income taxes payable</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">319 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">206 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ESPP employee contributions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,557 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Indirect taxes payable</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,044 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,907 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition related contingent cash consideration</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,029 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other current liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,017 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,225 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 26.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total accrued expenses and other current liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,571 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,348 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Accrued Compensation and Benefits</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued compensation and benefits consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued commissions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,417 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,564 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payroll taxes payable </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,506 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,906 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued team member related payables, excluding commissions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,897 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,709 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total accrued compensation and benefits</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,820 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,179 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Other Long-Term Liabilities</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other long-term liabilities consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Early exercised options liability</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,837 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,103 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition related contingent cash consideration</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,929 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition related consideration withheld in an escrow</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">379 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">913 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contingent liability for labor matters</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,573 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,062 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term liabilities </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">784 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total other long-term liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,002 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,078 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prepaid expenses and other current assets consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid software subscriptions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,950 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,185 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid expenses for the Company’s events</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">266 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">673 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid advertising costs</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">722 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">784 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid payroll deposits</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,125 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid insurance</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,309 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Prepaid income taxes</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,168 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">785 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other prepaid expenses</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,834 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,231 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other current assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">314 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total prepaid expense and other current assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,544 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,292 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 3950000 2185000 266000 673000 722000 784000 981000 1125000 4309000 9000 3168000 785000 1834000 1231000 314000 500000 15544000 7292000 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Property and equipment, net of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.957%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Computer and office equipment </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,049 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">765 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:0 1pt 0 32.5pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,814 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less: Accumulated depreciation</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(543)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total property and equipment, net</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,271 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 3049000 765000 3814000 543000 3271000 500000 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Long-lived assets, comprising of property and equipment, net, by geographic area were as follows based on their physical location (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.358%"><tr><td style="width:1.0%"/><td style="width:84.867%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.933%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">United States</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,233 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">China</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">769 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other countries </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">269 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total property and equipment, net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,271 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1) </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">No other individual country accounted for more than 10% of the Company’s </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">property and equipment, net for the period presented</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">.</span> 2233000 769000 269000 3271000 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other assets consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Restricted cash </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,500 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Security deposits</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,832 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,819 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total other assets</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,151 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,500 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1) </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to “Note 5. Business Combination” for a discussion of restricted cash related to the acquisition of Opstrace, Inc.</span></div> 2500000 0 2832000 1500000 1819000 0 7151000 1500000 <div style="margin-bottom:9pt;margin-top:6pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued expenses and other current liabilities consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued expenses</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,605 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,010 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income taxes payable</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">319 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">206 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">ESPP employee contributions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,557 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Indirect taxes payable</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,044 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,907 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition related contingent cash consideration</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,029 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other current liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,017 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,225 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 26.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total accrued expenses and other current liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,571 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,348 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 8605000 4010000 319000 206000 6557000 0 4044000 1907000 3029000 0 2017000 1225000 24571000 7348000 <div style="margin-bottom:9pt;margin-top:6pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Accrued compensation and benefits consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued commissions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,417 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,564 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Payroll taxes payable </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,506 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,906 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued team member related payables, excluding commissions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,897 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,709 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 32.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total accrued compensation and benefits</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">32,820 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,179 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 8417000 6564000 14506000 4906000 9897000 1709000 32820000 13179000 <div style="margin-bottom:9pt;margin-top:6pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Other long-term liabilities consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Early exercised options liability</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,837 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,103 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition related contingent cash consideration</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,929 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquisition related consideration withheld in an escrow</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,500 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">379 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">913 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contingent liability for labor matters</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,573 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,062 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other long-term liabilities </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">784 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total other long-term liabilities</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,002 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,078 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 6837000 8103000 4929000 0 2500000 0 379000 913000 2573000 2062000 784000 0 18002000 11078000 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">5. Business Combination</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On December 3, 2021, th</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e Company completed the acquisition of Opstrace, Inc., a technology company based in San Francisco, California. The Company anticipates that this acquisition will provide an out-of-the-box, tested, integrated observability platform deployed within The DevOps Platform.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The transaction was accounted for as a business combination. The acquisition date fair value of the consideration transferred consisted of the following (in thousands): </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.202%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash consideration</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,970 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value of common stock issued on closing</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">959 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 31pt 2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contingent common stock consideration (classified under additional paid-in capital)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,754 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 31pt 2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contingent cash consideration (classified under accrued expenses and other current liabilities)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,007 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 31pt 2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contingent cash consideration (classified under other long-term liabilities)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,893 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total consideration</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,583 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash consideration includes $2.5 million held back as partial security for post-closing indemnification claims made within 18 months of the acquisition date recorded in other long-term liabilities on consolidated balance sheet as of January 31, 2022. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company issued 26,574 shares of the Company’s Class B common stock paid as of the closing date, of which 15,673 shares issued to the founders and employees will have to vest over four years. The $1.4 million fair value of 15,673 unvested restricted stock is not included as purchase consideration above, as it has a post-combination service requirement and will be accounted for separately from the business combination as stock compensation expense.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The contingent cash consideration is determined based upon the satisfaction of certain defined operational milestones and will be remeasured at fair value at each reporting period through earnings. As the fair value is based on unobservable inputs, the liabilities are included in Level 3 of the fair value measurement hierarchy. The unobservable inputs used in the determination of the fair value of the contingent cash considerations include managements assumptions about the likelihood of payment </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">based on the satisfaction of certain defined operational milestones and discount rates based on cost of debt. The change in the fair value recorded in fiscal year 2022 was not material.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contingent stock consideration is classified as equity and will not be remeasured. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Acquisition related costs of approximately $0.5 million were expensed by the Company in general and administrative expenses in its consolidated statement of operations for the year ended January 31, 2022.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recorded the assets acquired and liabilities assumed at their estimated fair values, with the difference between the fair value of the net assets acquired and the purchase consideration reflected in goodwill. The total purchase price of $13.6 million was allocated using information currently available to the Company. As a result, the Company may continue to adjust the preliminary purchase price allocation after obtaining more information regarding asset valuations, liabilities assumed, and revisions of preliminary estimates. The following table reflects the preliminary fair values of assets acquired and liabilities assumed (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.202%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,145 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued expenses and payroll</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(178)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liability </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(731)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net assets acquired</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,583 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 3, 2021, developed technology of the acquired business had an estimated useful life </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">of three years. The goodwill is primarily attributed to the synergies expected to be realized following the acquisition and the assembled workforce. Goodwill is not deductible for U.S. federal income tax purposes.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Non-cash investing activities involving this acquisition as reflected in the consolidated statements of cash flows for th</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e fiscal year 2022 were as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:88.483%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:9.317%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Supplemental disclosure of non-cash investing activities:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Consideration withheld in an escrow</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Issuance of common stock in connection with business combination</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">959 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contingent cash consideration in connection with business combination</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,900 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contingent stock consideration in connection with business combination</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,754 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>Results of operations of the business acquired have been included in our consolidated financial statements subsequent to the date of acquisition. The revenue and net income (loss) earned by the business acquired following the acquisition are not material to our consolidated results of operations. Pro forma statements have not been presented because they are not material to our consolidated results of operations. <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The transaction was accounted for as a business combination. The acquisition date fair value of the consideration transferred consisted of the following (in thousands): </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.202%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Cash consideration</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,970 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value of common stock issued on closing</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">959 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 31pt 2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contingent common stock consideration (classified under additional paid-in capital)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,754 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 31pt 2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contingent cash consideration (classified under accrued expenses and other current liabilities)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,007 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 31pt 2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Contingent cash consideration (classified under other long-term liabilities)</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,893 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total consideration</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,583 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>The following table reflects the preliminary fair values of assets acquired and liabilities assumed (in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.202%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">147 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,200 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Goodwill</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,145 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accrued expenses and payroll</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(178)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liability </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(731)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:middle"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net assets acquired</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,583 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 2970000 959000 1754000 3007000 4893000 13583000 2500000 P18M 26574 15673 P4Y 1400000 15673 500000 13600000 147000 6200000 8145000 178000 731000 13583000 P3Y <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Non-cash investing activities involving this acquisition as reflected in the consolidated statements of cash flows for th</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e fiscal year 2022 were as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:88.483%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:9.317%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Supplemental disclosure of non-cash investing activities:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Consideration withheld in an escrow</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,500 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Issuance of common stock in connection with business combination</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">959 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contingent cash consideration in connection with business combination</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,900 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contingent stock consideration in connection with business combination</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,754 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2500000 959000 7900000 1754000 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">6. Goodwill and Intangible Assets, Net</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Goodwill</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in the carrying amount of goodwill were as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.226%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.574%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Balance as of January 31, 2021</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Addition</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,145 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Balance as of January 31, 2022</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,145 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">There was no goodwill impairment for any periods presented.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Intangible Assets</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets consisted of the following as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022 </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.596%"><tr><td style="width:1.0%"/><td style="width:51.937%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.185%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.456%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.977%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.456%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.189%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross Carrying Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Book Value</span></td></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology from business combination</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,200 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(334)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,866 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology from asset acquisitions </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,402 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(983)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">419 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,602 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,317)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,285 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets consisted of the following as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2021 </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.596%"><tr><td style="width:1.0%"/><td style="width:51.937%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.185%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.456%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.977%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.456%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.189%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross Carrying Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Book Value</span></td></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology from asset acquisitions </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,524 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(727)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">797 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The amounts in the tables above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying intangibles.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During fiscal year 2022, the Company acquired $6.2 million of developed technology through a business combination with estimated weighted average remaining amortization period of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2.8 years as of January 31, 2022</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Our developed technology from asset acquisitions acquired in prior years had an estimated weighted average remaining amortization period of 1.3 years a</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">s of January 31, 2022.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Amortization expense was $0.7 million, $0.2 million and zero for the fiscal years ended January 31, 2022, 2021 and 2020, respectively. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2022, future amortization expense related to the intangibles assets is expected to be as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.202%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Fiscal Years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2023</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,381 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,172 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 31pt 2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,732 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total future amortization</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,285 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The changes in the carrying amount of goodwill were as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:78.226%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.574%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Carrying Amount</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Balance as of January 31, 2021</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Addition</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,145 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Balance as of January 31, 2022</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,145 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 8145000 8145000 0 0 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets consisted of the following as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022 </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.596%"><tr><td style="width:1.0%"/><td style="width:51.937%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.185%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.456%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.977%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.456%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.189%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross Carrying Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Book Value</span></td></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology from business combination</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,200 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(334)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,866 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology from asset acquisitions </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,402 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(983)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">419 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,602 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,317)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,285 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Intangible assets consisted of the following as of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2021 </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:97.596%"><tr><td style="width:1.0%"/><td style="width:51.937%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.185%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.456%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.977%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.456%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.189%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Gross Carrying Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Accumulated Amortization</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Book Value</span></td></tr><tr style="height:14pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Developed technology from asset acquisitions </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,524 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(727)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">797 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The amounts in the tables above include cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying intangibles.</span></div> 6200000 334000 5866000 1402000 983000 419000 7602000 1317000 6285000 1524000 727000 797000 6200000 P2Y9M18D P1Y3M18D 700000 200000 0 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2022, future amortization expense related to the intangibles assets is expected to be as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:85.598%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.202%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Fiscal Years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2023</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,381 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2024</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,172 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 31pt 2px 1pt;text-align:justify;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">2025</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,732 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total future amortization</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,285 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 2381000 2172000 1732000 6285000 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">7. Debt Financing</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Line of Credit</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 25, 2016, the Company executed a Loan and Security Agreement (the “Agreement”) with a financial institution in the United States (as amended from time to time, including the First Amendment to the Agreement dated December 9, 2016, the Second Amendment to the Agreement dated May 31, 2018, and the Third Amendment to the Agreement dated April 2, 2019). As per the amended Agreement, the Company had access to a line of credit of up to $15 million, to be taken in single or multiple drawdowns. The draws could be taken beginning March 25, 2016 (the “Closing Date”) and payable by the maturity date of June 30, 2020. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In May and October 2020, the Company further amended the Agreement to restate certain terms and definitions, including extending the maturity date to June 30, 2022.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 30, 2021, the Company terminated its revolving line of credit agreement with the financial institution. No advances on the line of credit had been taken by the Company through the termination date.</span></div> 15000000 8. Team Member Benefit Plans<span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company contributes to defined c</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ontribution plans in a number of countries including a 401(k) savings plan for U.S. based team members and defined contribution arrangements in the United Kingdom, Australia, New Zealand and select other countries based on the legislative and tax requirements of the respective countries. Total contributions to these plans were $2.8 million, $1.9 million and $0.9 million for the years ended January 31, 2022, 2021 and 2020, respectively.</span> 2800000 1900000 900000 <div style="margin-bottom:9pt;margin-top:6pt;padding-right:27pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">9. Equity</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the IPO, on October 18, 2021, the Company filed a restated certificate of incorporation that authorized the issuance of 1,500,000,000 shares of Class A common stock, 250,000,000 shares of Class B common stock, and 50,000,000 shares of preferred stock at $0.0000025 par value for each class of shares. Common stockholders are entitled to dividends when and if declared by the board of directors. No dividends have been declared to date. The holder of each share of Class A common stock is entitled to one vote and the holder of each share of Class B common stock is entitled to ten votes. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Common Stock </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On October 18, 2021, the Company closed its IPO of 8,940,000 shares of Class A common stock at an offering price of $77.00 per share, including 520,000 shares pursuant to the exercise of the underwriters’ option to purchase additional shares of Class A common stock, resulting in net proceeds to the Company of $654.6 million, after deducting underwriting discounts of $33.8 million, and before the deferred offering costs. Upon consummation of the IPO, the deferred offering costs of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$4.7 million</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> were reclassified into stockholders’ equity as a reduction of the IPO proceeds on the consolidated balance sheets. In addition, an entity affiliated with our founder and the CEO sold 2,500,000 shares of our Class A common stock (upon conversion of shares of Class B common stock) at the IPO. The Company did not receive any proceeds from the sale of shares of its Class A common stock by the selling stockholder.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company had shares of common stock reserved for future issuance, on an as-converted basis, as follows (in thousands):</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Class A and Class B common stock</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Convertible preferred stock</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,551 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options issued and outstanding</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,146 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,043 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares available for issuance under Equity Incentive Plans</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,248 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,796 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs issued and outstanding</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,280 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares reserved for issuance to charitable organizations</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,636 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021 ESPP </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,271 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warrants issued and outstanding </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,581 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100,463 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:120%">______________</span></div><div style="margin-bottom:9pt;padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:7.02pt">Concurrent with the Loan and Security Agreement discussed in “Note 7. Debt Financing”, the Company had issued warrants to the financial institution for shares of the Company’s Class B common stock at an effective </span></div><div style="margin-bottom:9pt;padding-left:18pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:120%">strike price of $1.18 per share. The warrants were issued in two tranches that expire in Fiscal 2027 and Fiscal 2029, respectively. The warrants were classified in equity with negligible carrying value. On November 18, 2021, the Company received a request for the exercise of all of its warrants outstanding. Pursuant to these exercises, the Company issued 72,772 shares of Class B common stock against the $0.1 million cash proceeds received. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Early Exercised Options (subject to a repurchase right)</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Certain stock option holders have the right to exercise unvested options, subject to a repurchase right held by the Company at the original exercise price, in the event of voluntary or involuntary termination of employment of the holder. As of January 31, 2022 and 2021, there were 713,967 and 1,197,150 shares, respectively, of unvested options that had been early exercised and were subject to repurchase for a total liability of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$6.8 million</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and $8.1 million, respectively. The liability associated with early exercised options is included in other long-term liabilities in the consolidated balance sheets.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For accounting purposes, issuance of shares will be recognized only on vesting. However, shares issued for the early exercise of options are included in issued and outstanding shares as they are legally issued and outstanding.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Convertible Preferred Stock</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Upon the closing of the IPO, all shares of the Company’s convertible preferred stock outstanding of 79.6 million were automatically converted into an equal number of shares of Class B common stock and their carrying value of $424.9 million was reclassified into stockholders’ equity. As of January 31, 2022, there were no shares of convertible preferred stock issued and outstanding. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock upon the closing of the IPO (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.150%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Convertible Preferred Stock</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares Authorized</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares Issued and Outstanding</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Carrying Value</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series safe A1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">539 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">539 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series safe A2</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,911 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series safe A3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,600 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,600 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">450 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series A</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,393 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,393 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,954 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series B</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,901 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,743 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series C</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,282 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,282 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,935 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series D</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,512 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,512 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109,440 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series E</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,413 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,413 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">268,177 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,959 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,551 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">424,904 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Equity Incentive Plans</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”), in which shares of common stock of the Company are reserved for issuance of stock options to team members, directors, or consultants. The options generally vest 25% upon completion of one year and then ratably over 36 months. Options generally expire ten years from the date of grant. All these options qualify as equity settled awards and contain no performance conditions.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In September 2021, in connection with the IPO, our board of directors and stockholders approved the 2021 </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Equity Incentive Plan (the “2021 Plan”) </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">as a successor to our 2015 Plan (together the “Plans”). The 2021 Plan authorizes the award of both stock options, which are intended to qualify for tax treatment under Section 422 of the Internal Revenue Code, and nonqualified stock options, as well for the award of restricted stock awards (“RSAs”), stock appreciation rights (“SARs”), RSUs, and performance and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to our team </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">members. We may grant all other types of awards to our team members, directors, and consultants. We have initially reserved 13,032,289 shares of our Class A common stock, plus any reserved shares of Class B common stock not issued or subject to outstanding grants under the 2015 Plan on the effective date of the 2021 Plan, for issuance as Class A common stock pursuant to awards granted under our 2021 Plan. The number of shares reserved for issuance under our 2021 Plan will increase automatically on February 1 of each of the years from 2022 through 2031. As such, effective as of February 1, 2022, 7,344,382 shares were added to the 2021 Plan.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The awards available for grant under the above </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Plans for the pe</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">riods presented were as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Available at beginning of period</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,796 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,540 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Awards authorized</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,532 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,788 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,936)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,622)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs granted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,290)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs cancelled and forfeited</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled and forfeited</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,044 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,970 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options repurchased</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Available at end of period</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,248 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,796 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the event that shares previously issued u</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">nder the above Plans are reacquire</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d by the Company, such shares shall be added to the number of shares then available for issuance under the Plans. In the event that an outstanding stock option for any reason expires or is canceled, the shares allocable to the unexercised portion of su</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ch stock option will be added to the number of shares then available for issuance under the Plans. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The 2015 Plan allows the grantees to early exercise stock options. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock Options and RSUs</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes options activity under our Plans, and related information:</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:41.207%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.844%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Stock Options Outstanding (in thousands)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average Remaining Years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aggregate Intrinsic value (in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances at January 31, 2019</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,817 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.67 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.79</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,632 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.99</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,141)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.91</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(164)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.61 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,891)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.64 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances at January 31, 2020</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,253 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.56 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.03</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70.6 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,622 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.11</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,862)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.87 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.56</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(79)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.79 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,891)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances at January 31, 2021</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,043 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.33 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.39</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166.6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,936 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18.68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.50</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:41.207%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.844%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,789)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.07</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(81)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,963)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances at January 31, 2022</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,146 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.83 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.24</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">894.8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable at January 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,146 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested at January 31, 2022</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.09</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">292.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options expected to vest at January 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,178 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.52 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.71</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">602.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The aggregate grant-date fair value of options vested during the years ended January 31, 2022, 2021 and 2020 was $10.8 million, $8.2 million and $1.8 million, respectively. The weighted-average grant-date fair value per share of options granted was $10.81, $3.55 and $2.04 for the years ended January 31, 2022, 2021 and 2020, respectively. The aggregate intrinsic value of options exercised during the years ended January 31, 2022, 2021 and 2020 was $280.5 million, $33.8 million and $16.0 million, respectively. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s estimated stock price at the time of exercise and the exercise price, multiplied by the number of related in-the-money options) that would have been received by the option holders had they exercised their options at the end of the period. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended January 31, 2022, we granted 0.3 million RSUs to our team members under our 2021 Plan at $82.10 grant-date fair value per share. These RSUs are grants of shares of our common stock, the vesting of which is based on the requisite service requirement. Generally, our RSUs are subject to forfeiture and are expected to vest over <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjUzOGExYjZiMDgyODQ1MWQ4ZGMxZTYzN2I1MWU4YTIwL3NlYzo1MzhhMWI2YjA4Mjg0NTFkOGRjMWU2MzdiNTFlOGEyMF8xMzAvZnJhZzo5MWM2YzYzOGVkZjM0ODE4OGUyNmFlNGJiOWU5YjViYy90ZXh0cmVnaW9uOjkxYzZjNjM4ZWRmMzQ4MTg4ZTI2YWU0YmI5ZTliNWJjXzQ5NDc4MDIzNTE1MDc_04eeee97-b2d1-4eb7-b35f-c41f693ebd08">two</span> to four years ratably on a combination of bi-annual and quarterly basis. RSUs vested or cancelled during the year ended January 31, 2022 were not material.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2022 and 2021, approximately $101.8 million and $26.8 million of total </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">unrecognized compensation cost was related to stock options and </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">restricted stock awards granted,</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> that is expected to be recognized over a weighted-average p</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">eriod of 2.3 years and 1.3 years</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, respectively. The expected stock compensation expense remaining to be recognized reflects only outstanding stock awards as of the periods presented, and assumes no forfeitures.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Determining Fair Value of Stock Options</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of each stock option grant was estimated on the date of grant, using a Black-Scholes option-pricing model, with the following weighted-average assumptions:</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.188%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.643%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.645%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.50 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.90 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average volatility</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.90 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30.30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average expected term (in years)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.10</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.02</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.04</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the IPO, the Company estimated the volatility of common stock on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies in the Company's industry group. After the IPO, the Company will continue to use the historical volatility of comparable publicly-traded companies until we establish a sufficient public trading history.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The expected term is based on the simplified method for grants to employees and on the contractual term for non-employees. The simplified method is used given the lack of historical exercise behavior data in the Company.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is zero percent as the Company has not paid and does not anticipate paying dividends on common stock. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">CEO Performance Award</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In May 2021, the Company granted 3 million RSUs tied to our Class B common stock to Mr. Sijbrandij, our founder and the CEO, with an estimated aggregate grant date fair value of $8.8 million, estimated utilizing a Monte Carlo valuation model. The model assumed a share price volatility of 45% and a risk free rate of 1.52%. The RSUs contain a service condition and a performance condition based on the achievement of eight separate stock price hurdles/tranches ranging from $95 to $500 per share on a recognized stock exchange or a per share price received in a corporate transaction defined in the grant. The price hurdles will adjust for stock splits, recapitalizations, and the like. Provided that Mr. Sijbrandij continues to be the CEO of the Company, stock-based compensation expense is recognized over the derived service period, regardless of whether the stock price hurdles are achieved. We will recognize total stock-based compensation expense of $8.8 million over the requisite service period of each tranche, which ranged from 2.83 to 7.50 years, using the accelerated attribution method. If the stock price hurdles are met sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the vested portion of these RSUs. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recorded $1.2 million of stock-based compensation expense related to the CEO RSUs during the year ended January 31, 2022. As of January 31, 2022, unrecognized stock-based compensation expense related to these RSUs was $7.6 million which will be recognized over the remaining derived service period of the respective tranches. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">2021 Employee Stock Purchase Plan (“ESPP”)</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In September 2021, our board of directors and our stockholders approved our 2021 Employee Stock Purchase Plan (“ESPP”) to enable eligible team members to purchase shares of our Class A common stock with accumulated payroll deductions and provides a 15% purchase price discount of the fair market value of the Company’s Class A common stock on the enrollment date or purchase date, whichever is lower, as well as up to a 27-month look-back period. We have initially reserved 3,271,090 shares of our Class A common stock for is</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">suance and sale under our 2021 ESPP with automatic increase on February 1 for the first <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjUzOGExYjZiMDgyODQ1MWQ4ZGMxZTYzN2I1MWU4YTIwL3NlYzo1MzhhMWI2YjA4Mjg0NTFkOGRjMWU2MzdiNTFlOGEyMF8xMzAvZnJhZzo5MWM2YzYzOGVkZjM0ODE4OGUyNmFlNGJiOWU5YjViYy90ZXh0cmVnaW9uOjkxYzZjNjM4ZWRmMzQ4MTg4ZTI2YWU0YmI5ZTliNWJjXzcwMTE_be300448-23fd-432b-951e-e00a63fa0994">ten</span> calendar years. As such, effective as of February 1, 2022, 1,468,876 shares of our Class A common stock were added to our 2021 ESPP.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the initial offering period using the Black-Scholes option-pricing model:</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.047%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:31.753%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.07 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38.47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average expected term (in years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.57</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Company record</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ed $5.1 million of stock-based </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">compensation expense related to the ESPP </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">during</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">the year ended January 31, 2022. </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2022, approximately $6.9 million of total unrecognized compensation cost was related to the ESPP that is expected to be recognized over 0.3 years. </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Stock-Based Compensation Expense</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized stock-based compensation expense </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(excluding th</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e expense related to the tender offers - “Note 13. Related Party Transactions”) as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,300 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">307 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">134 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,305 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,142 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,812 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,206 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,603 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,854 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,972 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">606 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation expense, excluding tender offers</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,665 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,702 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>The tax benefit recognized in the consolidated statements of operations for stock-based compensation expense was $7.0 million for the year ended January 31, 2022 and not material for the years ended January 31, 2021 and 2020. 1500000000 250000000 50000000 0.0000025 0.0000025 0.0000025 1 10 8940000 77.00 520000 654600000 33800000 4700000 2500000 0 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company had shares of common stock reserved for future issuance, on an as-converted basis, as follows (in thousands):</span></div><div style="text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Class A and Class B common stock</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Convertible preferred stock</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,551 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options issued and outstanding</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,146 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,043 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares available for issuance under Equity Incentive Plans</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,248 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,796 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs issued and outstanding</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,280 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares reserved for issuance to charitable organizations</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,636 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2021 ESPP </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,271 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warrants issued and outstanding </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43,581 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100,463 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:120%">______________</span></div><div style="margin-bottom:9pt;padding-left:18pt;text-align:justify;text-indent:-18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:120%">(1)</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:9pt;font-weight:400;line-height:120%;padding-left:7.02pt">Concurrent with the Loan and Security Agreement discussed in “Note 7. Debt Financing”, the Company had issued warrants to the financial institution for shares of the Company’s Class B common stock at an effective </span></div>strike price of $1.18 per share. The warrants were issued in two tranches that expire in Fiscal 2027 and Fiscal 2029, respectively. The warrants were classified in equity with negligible carrying value. On November 18, 2021, the Company received a request for the exercise of all of its warrants outstanding. Pursuant to these exercises, the Company issued 72,772 shares of Class B common stock against the $0.1 million cash proceeds received. 79551000 17146000 17146000 16043000 18248000 18248000 4796000 4796000 3280000 1636000 3271000 0 73000 43581000 100463000 1.18 2 72772 100000 713967 1197150 6800000 8100000 79600000 424900000 0 0 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the convertible preferred stock outstanding immediately prior to the conversion into common stock upon the closing of the IPO (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.150%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Convertible Preferred Stock</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares Authorized</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares Issued and Outstanding</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Net Carrying Value</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series safe A1</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">539 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">539 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series safe A2</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,111 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,911 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,105 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series safe A3</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,600 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,600 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">450 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series A</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,393 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,393 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,954 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series B</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,109 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,901 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,743 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series C</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,282 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,282 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,935 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series D</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,512 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,512 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">109,440 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Series E</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,413 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,413 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">268,177 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,959 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,551 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">424,904 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 539000 539000 100000 5111000 4911000 1105000 1600000 1600000 450000 12393000 12393000 3954000 21109000 20901000 19743000 12282000 12282000 21935000 12512000 12512000 109440000 14413000 14413000 268177000 79959000 79551000 424904000 0.25 P1Y P36M P10Y 13032289 7344382 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The awards available for grant under the above </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Plans for the pe</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">riods presented were as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:top"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Available at beginning of period</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,796 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,540 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Awards authorized</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">22,532 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,788 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7,936)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,622)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs granted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,290)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs cancelled and forfeited</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled and forfeited</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,044 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,970 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options repurchased</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">92 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">120 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Available at end of period</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,248 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,796 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 4796000 4796000 1540000 22532000 5788000 7936000 4622000 3290000 0 10000 0 2044000 1970000 92000 120000 18248000 18248000 4796000 4796000 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes options activity under our Plans, and related information:</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:41.207%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.844%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Number of Stock Options Outstanding (in thousands)</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average Exercise Price</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average Remaining Years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Aggregate Intrinsic value (in millions)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances at January 31, 2019</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,817 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.67 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.79</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,632 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.99</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,141)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.44 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.91</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(164)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.61 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,891)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.64 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances at January 31, 2020</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,253 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.56 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.03</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">70.6 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,622 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.27 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.11</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercised</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,862)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.87 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.56</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(79)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.79 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options forfeited</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,891)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances at January 31, 2021</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,043 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.33 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.39</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">166.6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options granted</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,936 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18.68 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.50</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr></table></div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:41.207%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.844%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options exercised</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4,789)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.40 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.07</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options cancelled</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(81)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.20 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options forfeited</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,963)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.47 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balances at January 31, 2022</span></div></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,146 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11.83 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.24</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">894.8 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Exercisable at January 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;border-top:3pt double #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,146 </span></td><td style="background-color:#cceeff;border-top:3pt double #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options vested at January 31, 2022</span></div></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,968 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.22 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.09</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">292.1 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:9pt;text-indent:-9pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Options expected to vest at January 31, 2022</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12,178 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.52 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.71</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">602.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 9817000 1.67 P8Y9M14D 24000000.0 10632000 6.20 P8Y11M26D 2141000 1.44 P4Y10M28D 164000 0.61 1891000 2.64 16253000 4.56 P9Y10D 70600000 4622000 11.27 P9Y1M9D 2862000 4.87 P5Y6M21D 79000 3.79 1891000 5.50 16043000 6.33 P8Y4M20D 166600000 7936000 18.68 P8Y6M 4789000 5.40 P5Y25D 81000 6.20 1963000 10.47 17146000 17146000 11.83 P8Y2M26D 894800000 17146000 4968000 5.22 P7Y1M2D 292100000 12178000 14.52 P8Y8M15D 602800000 10800000 8200000 1800000 10.81 3.55 2.04 280500000 33800000 16000000 300000 82.10 P4Y 101800000 26800000 P2Y3M18D P1Y3M18D <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of each stock option grant was estimated on the date of grant, using a Black-Scholes option-pricing model, with the following weighted-average assumptions:</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:54.188%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.643%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.645%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.10 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.50 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.90 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average volatility</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">43.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">31.90 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">30.30 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average expected term (in years)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.10</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.02</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.04</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the initial offering period using the Black-Scholes option-pricing model:</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.047%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:31.753%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Risk-free interest rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.07 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average volatility</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">38.47 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average expected term (in years)</span></td><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.57</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Dividend yield</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.0110 0.0050 0.0190 0.4350 0.3190 0.3030 P6Y1M6D P6Y7D P6Y14D 0 0 0 0 3000000 8800000 0.45 0.0152 8 95 500 8800000 P2Y9M29D P7Y6M 1200000 7600000 0.15 P27M 3271090 1468876 0.0007 0.3847 P0Y6M25D 0 5100000 6900000 P0Y3M18D <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company recognized stock-based compensation expense </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(excluding th</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e expense related to the tender offers - “Note 13. Related Party Transactions”) as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,300 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">307 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">134 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,305 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,142 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,812 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,206 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,603 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,150 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,854 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,972 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">606 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation expense, excluding tender offers</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">29,665 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,024 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,702 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Total stock-based compensation expense related to the above-mentioned tender offers included in the consolidated statements of operations was as follows (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:56.336%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.665%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.432%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.665%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.432%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.670%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">878 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">231 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">344 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,362 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,887 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,916 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,165 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55,666 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23,887 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation expense related to tender offers</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">344 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103,822 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,170 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1300000 307000 134000 8305000 3142000 1812000 10206000 2603000 1150000 9854000 1972000 606000 29665000 8024000 3702000 7000000 0 0 <div style="margin-bottom:9pt;margin-top:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">10. Joint Venture and Majority Owned Subsidiary </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In February 2021, the Company along with Sequoia CBC Junyuan (Hubei) Equity Investment Partnership (Limited Partnership) and Suzhou Gaocheng Xinjian Equity Investment Fund Partnership (Limited Partnership) executed an investment agreement (the “Investment Agreement”) to establish GitLab Information Technology (Hubei) Co., LTD (“JiHu”), a legal entity in the People’s Republic of China. This new company offers a dedicated distribution of GitLab’s DevOps platform available as both a self-managed and SaaS offering (GitLab.cn) that is available only in mainland China, Hong Kong and Macau. The Company contributed an intellectual property license in exchange for a 72.25% equity stake in JiHu and the other two unrelated investors contributed cash in exchange for the remaining equity stake, for a combined interest of $80 million. The term of the Investment Agreement is 50 years unless extended by mutual consent or terminated earlier upon certain specified events. While the Company has disproportionately few voting rights in JiHu pursuant to the Investment Agreement given its 72.25% equity interest, the Company has entered into a license agreement and a technical services agreement with JiHu which when evaluated on a collective basis enables the Company to direct the activities that most significantly affect the economic performance of JiHu. Further, the Company has the obligation to absorb losses and the right to receive benefits of JiHu that could potentially be significant to JiHu. Therefore, the Company accounted for JiHu as a variable interest entity and consolidated the entity in accordance with ASC Topic 810, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Consolidation</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. The Company recorded the 27.75% ownership interest of remaining investors as a noncontrolling interest on its consolidated balance sheet. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. JiHu is primarily financed through equity and has no financial borrowings.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Selected financial information of JiHu, post inter-company eliminations, is as follows (in thousands): </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.906%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:19.894%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,237 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">945 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">292 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating expenses:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,200 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,299 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,589 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating expenses</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,088 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss from operations</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,796)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other income, net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss before income taxes</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,729)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,729)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to noncontrolling interest</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,422)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.906%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.894%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,198 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">769 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,765 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,732 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liabilities</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,663 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In April 2021, the Company reorganized Meltano Inc. (“Meltano”), which started as an internal project within GitLab in July 2018, into a separate legal entity. The entity was funded by GitLab's contribution of intellectual property with the fair value of approximately $0.4 million and a preferred stock financing from third parties of $4.2 million, representing 12% ownership on a fully diluted basis. Even after the preferred stock financing, the Company is the largest shareholder with majority voting rights. Meltano is considered a majority owned subsidiary of the Company and consolidated in accordance with ASC Topic 810, </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Consolidation.</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company recorded the preferred stock funding and unvested stock options as noncontrolling interest on its consolidated balance sheet.</span></div> 0.7225 2 80000000 P50Y 0.7225 0.2775 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Selected financial information of JiHu, post inter-company eliminations, is as follows (in thousands): </span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.906%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:19.894%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,237 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">945 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross profit</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">292 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating expenses:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,200 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,299 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,589 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total operating expenses</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,088 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss from operations</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,796)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other income, net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss before income taxes</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,729)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(8,729)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to noncontrolling interest</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,422)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.906%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.894%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash and cash equivalents</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,198 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Property and equipment, net</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">769 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,765 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,732 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liabilities</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,663 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 1237000 945000 292000 3200000 2299000 3589000 9088000 -8796000 67000 -8729000 -8729000 -2422000 14198000 769000 2765000 17732000 3663000 400000 4200000 0.12 <div style="margin-bottom:9pt;margin-top:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">11. Income Taxes</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of total income (loss) from continuing operations before income taxes are as follows (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">US</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,486 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48,866)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22,101)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(178,557)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(140,496)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(107,440)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss before income taxes</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(159,071)</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(189,362)</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129,541)</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The provision for (benefit from) income taxes consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal and State</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(863)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,517 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">783 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">671 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">315 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">417 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total current</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(192)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,832 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,200 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal and State</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,443)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,319)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for (benefit from) income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,511)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,832 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,200 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate is as follows:</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax at federal statutory rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State, net of federal benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4.4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research tax credit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(30.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(18.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign derived intangible income deduction</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.5)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.9)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Significant components of the company's deferred tax assets and liabilities are as follows (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforwards</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,291 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,513 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,211 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,411 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accruals and other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,714 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">628 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,751 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,587 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123,365 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77,713 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(115,839)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(74,870)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,526 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,843 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,516)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,756)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquired intangibles</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,389)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(379)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(913)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under the provisio</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ns of ASC 740, </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the determination of the Company’s ability to recognize its deferred tax asset requires an assessment of both negative and positive evidence when determining the Company’s ability to recognize its deferred tax assets. The Company determined that it was not more likely than not that the Company could recognize its deferred tax assets. Evidence evaluated by the Company included operating results during the most recent three-year period and future projections, with more weight given to historical results than expectations of future profitability, which are inherently uncertain. Certain entities’ net losses in recent periods represented sufficient negative evidence to require a valuation allowance against its net deferred tax assets. This valuation allowance will be evaluated periodically and could be reversed partially or totally if business results have sufficiently improved to support realization of deferred tax assets.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The increase of </span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$41.0 million in the valuation allowance for the year ended January 31, 2022 is primarily due to net operating losses generated during the year. As of January 31, 2022, the Company recorded $0.4 million of deferred tax liabilities, net. The Company does not have any deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company has not recorded a provision for deferred U.S. tax expense that could result from the remittance of foreign undistributed earnings since the Company intends to reinvest the earnings of the foreign subsidiaries indefinitely. The Company’s share of the undistributed earnings of foreign corporations not included in its consolidated federal income tax returns that could be subject to additional U.S. income tax if remitted is immaterial. As of January 31, 2022, the amount of unrecognized U.S federal deferred income tax liability for undistributed earnings is immaterial.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of January 31, 2022, the Company had federal net operating loss carryforwards of approximately $3.0 million, state net operating loss carryforwards of approximately $63.0 million and foreign net operating loss carryforwards of approximately $364.5 million. All of the federal net operating loss carryforwards are carried over from an entity acquired in the current fiscal year. The federal net operating loss carryforwards do not expire as they were generated post Tax Cuts and Jobs Act, where net operating losses generated after December 31, 2017 do not expire. The U.S. state net operating loss carryforwards, </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">if not utilized, will begin to expire on various dates beginning in 2035, and will continue to expire through 2041. The foreign net operating loss carryforwards can be carried forward indefinitely. In addition, the Company has research tax credit carryforwards of approximately $1.2 million for federal purposes. The U.S. Federal Research &amp; Experimentation (R&amp;E) credit, if not utilized, will expire in 2042. The Company also has research tax credit carryforwards of approximately $0.6 million for U.S. state purposes, which do not expire. Pursuant to the U.S. Internal Revenue Code, the net operating loss and R&amp;E credit could be subject to limitation should the Company experience an owner shift of greater than 50 percent over a three-year period; however this limitation is immaterial.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Uncertain Tax Positions</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">At </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the Company’s U.S. federal 2017 through 2020 tax years were open and subject to potential examination in one or more jurisdictions. In addition, in the U.S., any net operating losses or credits that were generated in prior years but not yet fully utilized in a year that is closed under the statute of limitations may also be subject to examination. The Company is currently under examination in the Netherlands for tax years 2015 and 2016. The Company is currently unable to estimate the financial outcome of this examination due to its preliminary status. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. The Company continues to monitor the progress of ongoing discussions with tax authorities and the effect, if any, of the expected expiration of the statute of limitations in various taxing jurisdictions.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Governments in certain countries where the Company does business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act) enacted by the United States on March 27, 2020. The Company is continuing to analyze these legislative developments which are not material for the period ended </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, unrecognized tax benefits approximated $5.6 million, of which $0.8 million would affect the effective tax rate if recognized. The Company does not anticipate any of the unrecognized tax benefits to reverse in the next 12 months. The Company did not have unrecognized tax benefits in fiscal year 2021 and 2020. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reconciliation of the Company's unrecognized tax benefits for the year ended January 31, 2022 is as follows (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.957%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total unrecognized tax benefits at February 1, 2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases and decreases due to tax positions taken in prior periods</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases and decreases due to tax position taken in current period</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,481 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases and decreases due to settlements with taxing authorities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases and decreases due to lapses in applicable statutes of limitations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total unrecognized tax benefits at January 31, 2022</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,557 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">It is the Company’s policy to classify accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes. For the years ended </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022</span>, 2021 and 2020, the Company recognized interest and penalties of $0.1 million, zero and zero <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The components of total income (loss) from continuing operations before income taxes are as follows (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">US</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">19,486 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(48,866)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(22,101)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(178,557)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(140,496)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(107,440)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loss before income taxes</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(159,071)</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(189,362)</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(129,541)</span></td><td style="background-color:#cceeff;border-bottom:1pt solid #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 19486000 -48866000 -22101000 -178557000 -140496000 -107440000 -159071000 -189362000 -129541000 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The provision for (benefit from) income taxes consisted of the following (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal and State</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(863)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,517 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">783 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">671 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">315 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">417 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total current</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(192)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,832 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,200 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred:</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal and State</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,443)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">124 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,319)</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 25pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for (benefit from) income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,511)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,832 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,200 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -863000 2517000 783000 671000 315000 417000 -192000 2832000 1200000 -1443000 0 0 124000 0 0 -1319000 0 0 -1511000 2832000 1200000 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate is as follows:</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Tax at federal statutory rate</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State, net of federal benefit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.2)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.1)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4.5 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(7.3)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(4.4)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research tax credit</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1.0 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.5 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign rate differential</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6.1 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2.8 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.0 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Change in valuation allowance</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(30.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(18.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(20.6)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Foreign derived intangible income deduction</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.3 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.2 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unrecognized tax benefits</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.3)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.6)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.5)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.9 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.5)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(0.9)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.210 0.210 0.210 0.002 -0.002 -0.001 0.045 -0.073 -0.044 -0.010 -0.002 -0.005 0.061 0.028 0.030 -0.303 -0.186 -0.206 0.003 0.002 0.002 -0.013 0 0 -0.006 0.004 -0.005 0.009 -0.015 -0.009 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Significant components of the company's deferred tax assets and liabilities are as follows (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating loss carryforwards</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">99,291 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,513 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research tax credits</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,211 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred revenue</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,811 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,411 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accruals and other assets</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,714 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">628 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Intangibles</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,751 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Stock-based compensation</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,587 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">161 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">123,365 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">77,713 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Valuation allowance</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(115,839)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(74,870)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,526 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,843 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred contract acquisition costs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,516)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3,756)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Acquired intangibles</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,389)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(379)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(913)</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 99291000 74513000 1211000 0 3811000 2411000 2714000 628000 14751000 0 1587000 161000 123365000 77713000 115839000 74870000 7526000 2843000 6516000 3756000 1389000 0 379000 913000 41000000 400000 3000000 63000000 364500000 1200000 600000 5600000 800000 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The reconciliation of the Company's unrecognized tax benefits for the year ended January 31, 2022 is as follows (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:84.957%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total unrecognized tax benefits at February 1, 2021</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases and decreases due to tax positions taken in prior periods</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,076 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases and decreases due to tax position taken in current period</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,481 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases and decreases due to settlements with taxing authorities</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 14.5pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Gross increases and decreases due to lapses in applicable statutes of limitations</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total unrecognized tax benefits at January 31, 2022</span></div></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5,557 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 4076000 1481000 0 0 5557000 100000 0 0 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">12. Net Loss per Share</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth basic and diluted loss per share for each of the periods presented (in thousands, except per share data):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Numerator:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to GitLab</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(155,138)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(192,194)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(130,741)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Denominator:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,755 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,343 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,308 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.95)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.82)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.76)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Since we were in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares subject to outstanding common stock options</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,146 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,043 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unvested RSUs in connection with business combination</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unvested early exercised stock options</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">714 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,510 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Convertible preferred stock (on an if-converted basis)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,551 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,264 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares subject to the 2021 ESPP</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">256 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warrants</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,396 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">97,177 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth basic and diluted loss per share for each of the periods presented (in thousands, except per share data):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Numerator:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss attributable to GitLab</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(155,138)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(192,194)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(130,741)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Denominator:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,755 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">50,343 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">47,308 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:14pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 10pt;text-align:left;text-indent:-9pt;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1.95)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(3.82)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2.76)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -155138000 -155138000 -192194000 -192194000 -130741000 -130741000 79755000 79755000 50343000 50343000 47308000 47308000 -1.95 -1.95 -3.82 -3.82 -2.76 -2.76 Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.374%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">January 31, 2021</span></td></tr><tr style="height:12pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares subject to outstanding common stock options</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,146 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,043 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unvested RSUs in connection with business combination</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unvested early exercised stock options</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">714 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,510 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Convertible preferred stock (on an if-converted basis)</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">79,551 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">RSUs</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,264 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Shares subject to the 2021 ESPP</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">256 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warrants</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,396 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">97,177 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 17146000 16043000 16000 0 714000 1510000 0 79551000 3264000 0 256000 0 0 73000 21396000 97177000 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">13. Related Party Transactions</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In December 2020, the Company’s board of directors facilitated a tender offer which allowed the Company’s current and former team members and founders to sell ordinary shares and vested options to a set of existing investors. These investors purchased 3,887,156 ordinary shares, 408,211 preferred shares, and 556,816 vested options for a total purchase price of $194.1 million. The fair value was $16.71 per share/vested option and the transaction price was $40.00 per ordinary share/vested option. The Company recorded $103.3 million incremental stock-based compensation expense in the consolidated statements of operations for fiscal 2021.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the above tender offer, d</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">uring the year ended </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">January 31, 2022</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the Company repurchased 13,000 shares of Class B common stock from certain team members (ineligible to</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> participate in the original fiscal 2021 tender offer) of vested stock options for an aggregate amount of $0.6 million. The excess of the transaction price over the fair value of the instruments repurchased has been recognized as additional stock-based compensation expense of $0.3 million. Shares repurchased have </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">been retired and deducted from common stock for par value and from additional paid in capital for the excess over par value.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Total stock-based compensation expense related to the above-mentioned tender offers included in the consolidated statements of operations was as follows (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:56.336%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.665%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.432%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.665%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.432%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.670%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Fiscal Year Ended January 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of revenue</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">878 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">231 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales and marketing</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">344 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">18,362 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,887 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Research and development</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,916 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,165 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">General and administrative</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">55,666 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23,887 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total stock-based compensation expense related to tender offers</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">344 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">103,822 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,170 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 3887156 408211 556816 194100000 16.71 40.00 103300000 13000 600000 300000 0 878000 231000 344000 18362000 2887000 0 28916000 10165000 0 55666000 23887000 344000 103822000 37170000 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">14. Commitments and Contingencies</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Hosting Infrastructure Commitments</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In September 2020, the Company entered into non-cancelable capacity commitments with a hosting infrastructure vendor for a total minimum service commitment of $97.0 million over a five year period. We expect to meet this minimum commitment by the end of fiscal year 2024. Future hosting infrastructure minimum commitments are as follows as of January 31, 2022 (in thousands):</span></div><div style="margin-bottom:9pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Less than 1 Year</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1-3 Years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase commitments</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72,998 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,728 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,270 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Loss Contingencies</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In accordance with ASC 450, </span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Loss Contingencies,</span><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> the Company accrues for contingencies when losses become probable and reasonably estimable. If applicable, the Company accrues receivables for probable insurance or other third-party recoveries. Accordingly, the Company has recorded an estimated liability related to certain labor matters regarding its use o</span><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">f contractors in certain foreign countries. As of January 31, 2022 and 2021, the estimated liability relating to these matters was $2.6 million and $2.3 million, respectively.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Warranties and Indemnifications</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be </span></div><div style="margin-bottom:9pt;text-align:justify"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments.</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid.</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Legal Proceedings</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">We are, and from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition or operating results.</span></div>Defending such proceedings is costly and can impose a significant burden on management and team members. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. 97000000 P5Y Future hosting infrastructure minimum commitments are as follows as of January 31, 2022 (in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.791%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.842%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.843%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Total</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Less than 1 Year</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1-3 Years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Purchase commitments</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">72,998 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,728 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,270 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 72998000 24728000 48270000 2600000 2300000 <div style="margin-bottom:9pt;margin-top:6pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:120%">15. Subsequent Events</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On March 29, 2022, JiHu closed its Series A-1 round of financing. Investors contributed in the aggregate approximately $29.0 million and subsequent to the closing, the Company retains control over JiHu. </span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On April 4, 2022, Meltano closed its Series Seed-2 round of financing. Investors contributed in the aggregate approximately $8.2 million and subsequent to the closing, the Company retains control over Meltano.</span></div> 29000000 8200000 <div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Schedule II: Valuation and Qualifying Accounts</span></div><div style="margin-bottom:9pt;text-align:justify;text-indent:18pt"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The table below details the activity of the deferred tax valuation allowance for the fiscal years ended January 31, 2022, 2021, and 2020:</span></div><div style="margin-bottom:9pt;margin-top:6pt;text-align:justify"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.079%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.124%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.124%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.124%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.441%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.126%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance at Beginning of Year</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Additions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Write-offs or Deductions</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Balance at End of Year</span></td></tr><tr style="height:3pt"><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(in thousands)</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended January 31, 2022</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax valuation allowance</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,870 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,969 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">115,839 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended January 31, 2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax valuation allowance</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,847 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,023 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">74,870 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Year ended January 31, 2020</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax valuation allowance</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14,058 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">23,789 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Helvetica',sans-serif;font-size:10pt;font-weight:400;line-height:100%">37,847 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 74870000 40969000 0 115839000 37847000 37023000 0 74870000 14058000 23789000 0 37847000 (1) As of January 31, 2022, the consolidated balance sheet includes assets and liabilities of the consolidated variable interest entity, GitLab Information Technology (Hubei) Co., LTD (“JiHu”), of $17.7 million and $3.7 million, respectively. The assets of JiHu can be used only to settle obligations of JiHu and creditors of JiHu do not have recourse against the general credit of the Company. Refer to “Note 10. Joint Venture and Majority Owned Subsidiary” for further discussion. EXCEL 99 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 100 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 101 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 102 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.1 html 265 453 1 true 92 0 false 12 false false R1.htm 0001001 - Document - Cover Sheet http://about.gitlab.com/role/Cover Cover Cover 1 false false R2.htm 0002002 - Document - Audit Information Sheet http://about.gitlab.com/role/AuditInformation Audit Information Notes 2 false false R3.htm 1001003 - Statement - Consolidated Balance Sheets Sheet http://about.gitlab.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Uncategorized 3 false false R4.htm 1002004 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Cover 4 false false R5.htm 1003005 - Statement - Consolidated Statements of Operations Sheet http://about.gitlab.com/role/ConsolidatedStatementsofOperations Consolidated Statements of Operations Statements 5 false false R6.htm 1004006 - Statement - Consolidated Statements of Comprehensive Loss Sheet http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss Consolidated Statements of Comprehensive Loss Statements 6 false false R7.htm 1005007 - Statement - Consolidated Statements of Convertible Preferred Stock and Stockholders??? Equity (Deficit) Sheet http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit Consolidated Statements of Convertible Preferred Stock and Stockholders??? Equity (Deficit) Statements 7 false false R8.htm 1006008 - Statement - Consolidated Statements of Convertible Preferred Stock and Stockholders??? Equity (Deficit) (Parenthetical) Sheet http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficitParenthetical Consolidated Statements of Convertible Preferred Stock and Stockholders??? Equity (Deficit) (Parenthetical) Statements 8 false false R9.htm 1007009 - Statement - Consolidated Statements of Cash Flows Sheet http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows Consolidated Statements of Cash Flows Statements 9 false false R10.htm 2101101 - Disclosure - Organization and Description of Business Sheet http://about.gitlab.com/role/OrganizationandDescriptionofBusiness Organization and Description of Business Notes 10 false false R11.htm 2103102 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies Sheet http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies Basis of Presentation and Summary of Significant Accounting Policies Notes 11 false false R12.htm 2108103 - Disclosure - Revenues Sheet http://about.gitlab.com/role/Revenues Revenues Notes 12 false false R13.htm 2113104 - Disclosure - Balance Sheet Components Sheet http://about.gitlab.com/role/BalanceSheetComponents Balance Sheet Components Notes 13 false false R14.htm 2123105 - Disclosure - Business Combination Sheet http://about.gitlab.com/role/BusinessCombination Business Combination Notes 14 false false R15.htm 2129106 - Disclosure - Goodwill and Intangible Assets, Net Sheet http://about.gitlab.com/role/GoodwillandIntangibleAssetsNet Goodwill and Intangible Assets, Net Notes 15 false false R16.htm 2135107 - Disclosure - Debt Financing Sheet http://about.gitlab.com/role/DebtFinancing Debt Financing Notes 16 false false R17.htm 2137108 - Disclosure - Team Member Benefit Plans Sheet http://about.gitlab.com/role/TeamMemberBenefitPlans Team Member Benefit Plans Notes 17 false false R18.htm 2139109 - Disclosure - Equity Sheet http://about.gitlab.com/role/Equity Equity Notes 18 false false R19.htm 2148110 - Disclosure - Joint Venture and Majority Owned Subsidiary Sheet http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiary Joint Venture and Majority Owned Subsidiary Notes 19 false false R20.htm 2152111 - Disclosure - Income Taxes Sheet http://about.gitlab.com/role/IncomeTaxes Income Taxes Notes 20 false false R21.htm 2160112 - Disclosure - Net Loss per Share Sheet http://about.gitlab.com/role/NetLossperShare Net Loss per Share Notes 21 false false R22.htm 2164113 - Disclosure - Related Party Transactions Sheet http://about.gitlab.com/role/RelatedPartyTransactions Related Party Transactions Notes 22 false false R23.htm 2168114 - Disclosure - Commitments and Contingencies Sheet http://about.gitlab.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 23 false false R24.htm 2172115 - Disclosure - Subsequent Events Sheet http://about.gitlab.com/role/SubsequentEvents Subsequent Events Notes 24 false false R25.htm 2174116 - Disclosure - Schedule II: Valuation and Qualifying Accounts Sheet http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccounts Schedule II: Valuation and Qualifying Accounts Notes 25 false false R26.htm 2204201 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Policies) Sheet http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies Basis of Presentation and Summary of Significant Accounting Policies (Policies) Policies http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies 26 false false R27.htm 2305301 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Tables) Sheet http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesTables Basis of Presentation and Summary of Significant Accounting Policies (Tables) Tables http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies 27 false false R28.htm 2309302 - Disclosure - Revenues (Tables) Sheet http://about.gitlab.com/role/RevenuesTables Revenues (Tables) Tables http://about.gitlab.com/role/Revenues 28 false false R29.htm 2314303 - Disclosure - Balance Sheet Components (Tables) Sheet http://about.gitlab.com/role/BalanceSheetComponentsTables Balance Sheet Components (Tables) Tables http://about.gitlab.com/role/BalanceSheetComponents 29 false false R30.htm 2324304 - Disclosure - Business Combination (Tables) Sheet http://about.gitlab.com/role/BusinessCombinationTables Business Combination (Tables) Tables http://about.gitlab.com/role/BusinessCombination 30 false false R31.htm 2330305 - Disclosure - Goodwill and Intangible Assets, Net (Tables) Sheet http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetTables Goodwill and Intangible Assets, Net (Tables) Tables http://about.gitlab.com/role/GoodwillandIntangibleAssetsNet 31 false false R32.htm 2340306 - Disclosure - Equity (Tables) Sheet http://about.gitlab.com/role/EquityTables Equity (Tables) Tables http://about.gitlab.com/role/Equity 32 false false R33.htm 2349307 - Disclosure - Joint Venture and Majority Owned Subsidiary (Tables) Sheet http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryTables Joint Venture and Majority Owned Subsidiary (Tables) Tables http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiary 33 false false R34.htm 2353308 - Disclosure - Income Taxes (Tables) Sheet http://about.gitlab.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://about.gitlab.com/role/IncomeTaxes 34 false false R35.htm 2361309 - Disclosure - Net Loss per Share (Tables) Sheet http://about.gitlab.com/role/NetLossperShareTables Net Loss per Share (Tables) Tables http://about.gitlab.com/role/NetLossperShare 35 false false R36.htm 2365310 - Disclosure - Related Party Transactions (Tables) Sheet http://about.gitlab.com/role/RelatedPartyTransactionsTables Related Party Transactions (Tables) Tables http://about.gitlab.com/role/RelatedPartyTransactions 36 false false R37.htm 2369311 - Disclosure - Commitments and Contingencies (Tables) Sheet http://about.gitlab.com/role/CommitmentsandContingenciesTables Commitments and Contingencies (Tables) Tables http://about.gitlab.com/role/CommitmentsandContingencies 37 false false R38.htm 2402401 - Disclosure - Organization and Description of Business (Details) Sheet http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails Organization and Description of Business (Details) Details http://about.gitlab.com/role/OrganizationandDescriptionofBusiness 38 false false R39.htm 2406402 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) Sheet http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) Details http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesTables 39 false false R40.htm 2407403 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contract Acquisition Costs (Details) Sheet http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesScheduleofContractAcquisitionCostsDetails Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contract Acquisition Costs (Details) Details 40 false false R41.htm 2410404 - Disclosure - Revenues - Disaggregation of Revenue by Product and Service (Details) Sheet http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails Revenues - Disaggregation of Revenue by Product and Service (Details) Details 41 false false R42.htm 2411405 - Disclosure - Revenues - Disaggregation of Revenue by Geographic Region (Details) Sheet http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails Revenues - Disaggregation of Revenue by Geographic Region (Details) Details 42 false false R43.htm 2412406 - Disclosure - Revenues - Narrative (Details) Sheet http://about.gitlab.com/role/RevenuesNarrativeDetails Revenues - Narrative (Details) Details 43 false false R44.htm 2415407 - Disclosure - Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) Sheet http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) Details 44 false false R45.htm 2416408 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment, Net (Details) Sheet http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails Balance Sheet Components - Schedule of Property and Equipment, Net (Details) Details 45 false false R46.htm 2417409 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment by Geographical Distribution (Details) Sheet http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails Balance Sheet Components - Schedule of Property and Equipment by Geographical Distribution (Details) Details 46 false false R47.htm 2419411 - Disclosure - Balance Sheet Components - Schedule of Other Long-Term Assets (Details) Sheet http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1 Balance Sheet Components - Schedule of Other Long-Term Assets (Details) Details 47 false false R48.htm 2420412 - Disclosure - Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) Sheet http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) Details 48 false false R49.htm 2421413 - Disclosure - Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) Sheet http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details) Details 49 false false R50.htm 2422414 - Disclosure - Balance Sheet Components - Other Long-Term Liabilities (Details) Sheet http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails Balance Sheet Components - Other Long-Term Liabilities (Details) Details 50 false false R51.htm 2425415 - Disclosure - Business Combination - Narrative (Details) Sheet http://about.gitlab.com/role/BusinessCombinationNarrativeDetails Business Combination - Narrative (Details) Details 51 false false R52.htm 2426416 - Disclosure - Business Combination - Schedule of Total Consideration Transferred (Details) Sheet http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails Business Combination - Schedule of Total Consideration Transferred (Details) Details 52 false false R53.htm 2427417 - Disclosure - Business Combination - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) Sheet http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails Business Combination - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) Details 53 false false R54.htm 2428418 - Disclosure - Business Combination - Schedule of Supplemental Noncash Investing Activities (Details) Sheet http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails Business Combination - Schedule of Supplemental Noncash Investing Activities (Details) Details 54 false false R55.htm 2431419 - Disclosure - Goodwill and Intangible Assets, Net - Rollforward of Goodwill (Details) Sheet http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetRollforwardofGoodwillDetails Goodwill and Intangible Assets, Net - Rollforward of Goodwill (Details) Details 55 false false R56.htm 2432420 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) Sheet http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) Details 56 false false R57.htm 2433421 - Disclosure - Goodwill and Intangible Assets, Net - Narrative (Details) Sheet http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails Goodwill and Intangible Assets, Net - Narrative (Details) Details 57 false false R58.htm 2434422 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details) Sheet http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details) Details 58 false false R59.htm 2436423 - Disclosure - Debt Financing (Details) Sheet http://about.gitlab.com/role/DebtFinancingDetails Debt Financing (Details) Details http://about.gitlab.com/role/DebtFinancing 59 false false R60.htm 2438424 - Disclosure - Team Member Benefit Plans (Details) Sheet http://about.gitlab.com/role/TeamMemberBenefitPlansDetails Team Member Benefit Plans (Details) Details http://about.gitlab.com/role/TeamMemberBenefitPlans 60 false false R61.htm 2441425 - Disclosure - Equity - Narrative (Details) Sheet http://about.gitlab.com/role/EquityNarrativeDetails Equity - Narrative (Details) Details 61 false false R62.htm 2442426 - Disclosure - Equity - Schedule of Stock Reserved For Future Issuance (Details) Sheet http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails Equity - Schedule of Stock Reserved For Future Issuance (Details) Details 62 false false R63.htm 2443427 - Disclosure - Equity - Summary of Convertible Preferred Stock Outstanding (Details) Sheet http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails Equity - Summary of Convertible Preferred Stock Outstanding (Details) Details 63 false false R64.htm 2444428 - Disclosure - Equity - Awards Available for Grant (Details) Sheet http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails Equity - Awards Available for Grant (Details) Details 64 false false R65.htm 2445429 - Disclosure - Equity - Summary of Stock Option Activity (Details) Sheet http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails Equity - Summary of Stock Option Activity (Details) Details 65 false false R66.htm 2446430 - Disclosure - Equity - Schedule of Weighted Average Fair Value Assumptions (Details) Sheet http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails Equity - Schedule of Weighted Average Fair Value Assumptions (Details) Details 66 false false R67.htm 2447431 - Disclosure - Equity - Stock-Based Compensation Expense (Details) Sheet http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails Equity - Stock-Based Compensation Expense (Details) Details 67 false false R68.htm 2450432 - Disclosure - Joint Venture and Majority Owned Subsidiary - Narrative (Details) Sheet http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails Joint Venture and Majority Owned Subsidiary - Narrative (Details) Details 68 false false R69.htm 2451433 - Disclosure - Joint Venture and Majority Owned Subsidiary - Schedule of Inter-Company Eliminations (Details) Sheet http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails Joint Venture and Majority Owned Subsidiary - Schedule of Inter-Company Eliminations (Details) Details 69 false false R70.htm 2454434 - Disclosure - Income Taxes - Components of Total Income (Loss) From Continuing Operations (Details) Sheet http://about.gitlab.com/role/IncomeTaxesComponentsofTotalIncomeLossFromContinuingOperationsDetails Income Taxes - Components of Total Income (Loss) From Continuing Operations (Details) Details 70 false false R71.htm 2455435 - Disclosure - Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) Sheet http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) Details 71 false false R72.htm 2456436 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details) Sheet http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails Income Taxes - Effective Income Tax Rate Reconciliation (Details) Details 72 false false R73.htm 2457437 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) Sheet http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) Details 73 false false R74.htm 2458438 - Disclosure - Income Taxes - Narrative (Details) Sheet http://about.gitlab.com/role/IncomeTaxesNarrativeDetails Income Taxes - Narrative (Details) Details 74 false false R75.htm 2459439 - Disclosure - Income Taxes - Schedule of Unrecognized Tax Benefits (Details) Sheet http://about.gitlab.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails Income Taxes - Schedule of Unrecognized Tax Benefits (Details) Details 75 false false R76.htm 2462440 - Disclosure - Net Loss per Share - Schedule of Earning Per Share (Details) Sheet http://about.gitlab.com/role/NetLossperShareScheduleofEarningPerShareDetails Net Loss per Share - Schedule of Earning Per Share (Details) Details 76 false false R77.htm 2463441 - Disclosure - Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) Sheet http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails Net Loss per Share - Schedule of Potentially Dilutive Securities (Details) Details 77 false false R78.htm 2466442 - Disclosure - Related Party Transactions - Narrative (Details) Sheet http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails Related Party Transactions - Narrative (Details) Details 78 false false R79.htm 2467443 - Disclosure - Related Party Transactions - Schedule of Stock-Based Compensation (Details) Sheet http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails Related Party Transactions - Schedule of Stock-Based Compensation (Details) Details 79 false false R80.htm 2470444 - Disclosure - Commitments and Contingencies - Narrative (Details) Sheet http://about.gitlab.com/role/CommitmentsandContingenciesNarrativeDetails Commitments and Contingencies - Narrative (Details) Details 80 false false R81.htm 2471445 - Disclosure - Commitments and Contingencies - Hosting Infrastructure Commitments (Details) Sheet http://about.gitlab.com/role/CommitmentsandContingenciesHostingInfrastructureCommitmentsDetails Commitments and Contingencies - Hosting Infrastructure Commitments (Details) Details 81 false false R82.htm 2473446 - Disclosure - Subsequent Events (Details) Sheet http://about.gitlab.com/role/SubsequentEventsDetails Subsequent Events (Details) Details http://about.gitlab.com/role/SubsequentEvents 82 false false R83.htm 2475447 - Disclosure - Schedule II: Valuation and Qualifying Accounts (Details) Sheet http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails Schedule II: Valuation and Qualifying Accounts (Details) Details http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccounts 83 false false All Reports Book All Reports gtlb-20220131.htm gitlab-20220131xexx211fy22.htm gitlab-20220131xexx231fy22.htm gitlab-20220131xexx311fy22.htm gitlab-20220131xexx312fy22.htm gitlab-20220131xexx321fy22.htm gitlab-20220131xexx322fy22.htm gitlab-20220131xexx44fy22.htm gtlb-20220131.xsd gtlb-20220131_cal.xml gtlb-20220131_def.xml gtlb-20220131_lab.xml gtlb-20220131_pre.xml gtlb-20220131_g1.jpg http://fasb.org/srt/2021-01-31 http://fasb.org/us-gaap/2021-01-31 http://xbrl.sec.gov/dei/2021q4 true true JSON 105 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "gtlb-20220131.htm": { "axisCustom": 0, "axisStandard": 31, "contextCount": 265, "dts": { "calculationLink": { "local": [ "gtlb-20220131_cal.xml" ] }, "definitionLink": { "local": [ "gtlb-20220131_def.xml" ] }, "inline": { "local": [ "gtlb-20220131.htm" ] }, "labelLink": { "local": [ "gtlb-20220131_lab.xml" ] }, "presentationLink": { "local": [ "gtlb-20220131_pre.xml" ] }, "schema": { "local": [ "gtlb-20220131.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.sec.gov/dei/2021q4/dei-2021q4.xsd" ] } }, "elementCount": 688, "entityCount": 1, "hidden": { "http://about.gitlab.com/20220131": 1, "http://fasb.org/us-gaap/2021-01-31": 1, "http://xbrl.sec.gov/dei/2021q4": 4, "total": 6 }, "keyCustom": 68, "keyStandard": 385, "memberCustom": 30, "memberStandard": 57, "nsprefix": "gtlb", "nsuri": "http://about.gitlab.com/20220131", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001001 - Document - Cover", "role": "http://about.gitlab.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2101101 - Disclosure - Organization and Description of Business", "role": "http://about.gitlab.com/role/OrganizationandDescriptionofBusiness", "shortName": "Organization and Description of Business", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2103102 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies", "role": "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2108103 - Disclosure - Revenues", "role": "http://about.gitlab.com/role/Revenues", "shortName": "Revenues", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2113104 - Disclosure - Balance Sheet Components", "role": "http://about.gitlab.com/role/BalanceSheetComponents", "shortName": "Balance Sheet Components", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2123105 - Disclosure - Business Combination", "role": "http://about.gitlab.com/role/BusinessCombination", "shortName": "Business Combination", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2129106 - Disclosure - Goodwill and Intangible Assets, Net", "role": "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNet", "shortName": "Goodwill and Intangible Assets, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2135107 - Disclosure - Debt Financing", "role": "http://about.gitlab.com/role/DebtFinancing", "shortName": "Debt Financing", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2137108 - Disclosure - Team Member Benefit Plans", "role": "http://about.gitlab.com/role/TeamMemberBenefitPlans", "shortName": "Team Member Benefit Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2139109 - Disclosure - Equity", "role": "http://about.gitlab.com/role/Equity", "shortName": "Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:VariableInterestEntityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2148110 - Disclosure - Joint Venture and Majority Owned Subsidiary", "role": "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiary", "shortName": "Joint Venture and Majority Owned Subsidiary", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:VariableInterestEntityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "0002002 - Document - Audit Information", "role": "http://about.gitlab.com/role/AuditInformation", "shortName": "Audit Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2152111 - Disclosure - Income Taxes", "role": "http://about.gitlab.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2160112 - Disclosure - Net Loss per Share", "role": "http://about.gitlab.com/role/NetLossperShare", "shortName": "Net Loss per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2164113 - Disclosure - Related Party Transactions", "role": "http://about.gitlab.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2168114 - Disclosure - Commitments and Contingencies", "role": "http://about.gitlab.com/role/CommitmentsandContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2172115 - Disclosure - Subsequent Events", "role": "http://about.gitlab.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2174116 - Disclosure - Schedule II: Valuation and Qualifying Accounts", "role": "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccounts", "shortName": "Schedule II: Valuation and Qualifying Accounts", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2204201 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Policies)", "role": "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2305301 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Tables)", "role": "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesTables", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2309302 - Disclosure - Revenues (Tables)", "role": "http://about.gitlab.com/role/RevenuesTables", "shortName": "Revenues (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisaggregationOfRevenueTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2314303 - Disclosure - Balance Sheet Components (Tables)", "role": "http://about.gitlab.com/role/BalanceSheetComponentsTables", "shortName": "Balance Sheet Components (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001003 - Statement - Consolidated Balance Sheets", "role": "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShortTermInvestments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "us-gaap:BusinessCombinationDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2324304 - Disclosure - Business Combination (Tables)", "role": "http://about.gitlab.com/role/BusinessCombinationTables", "shortName": "Business Combination (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:BusinessCombinationDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2330305 - Disclosure - Goodwill and Intangible Assets, Net (Tables)", "role": "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetTables", "shortName": "Goodwill and Intangible Assets, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "gtlb:ScheduleOfStockReservedForFutureIssuanceTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2340306 - Disclosure - Equity (Tables)", "role": "http://about.gitlab.com/role/EquityTables", "shortName": "Equity (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "gtlb:ScheduleOfStockReservedForFutureIssuanceTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfVariableInterestEntitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2349307 - Disclosure - Joint Venture and Majority Owned Subsidiary (Tables)", "role": "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryTables", "shortName": "Joint Venture and Majority Owned Subsidiary (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfVariableInterestEntitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2353308 - Disclosure - Income Taxes (Tables)", "role": "http://about.gitlab.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2361309 - Disclosure - Net Loss per Share (Tables)", "role": "http://about.gitlab.com/role/NetLossperShareTables", "shortName": "Net Loss per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2365310 - Disclosure - Related Party Transactions (Tables)", "role": "http://about.gitlab.com/role/RelatedPartyTransactionsTables", "shortName": "Related Party Transactions (Tables)", "subGroupType": "tables", "uniqueAnchor": null }, "R37": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2369311 - Disclosure - Commitments and Contingencies (Tables)", "role": "http://about.gitlab.com/role/CommitmentsandContingenciesTables", "shortName": "Commitments and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:NatureOfOperations", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "id522c1706ae941b89dfe9828711e1690_D20190101-20190131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteStockSplitConversionRatio1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2402401 - Disclosure - Organization and Description of Business (Details)", "role": "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails", "shortName": "Organization and Description of Business (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:NatureOfOperations", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "id522c1706ae941b89dfe9828711e1690_D20190101-20190131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteStockSplitConversionRatio1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ForeignCurrencyTransactionGainLossRealized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406402 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)", "role": "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ForeignCurrencyTransactionGainLossRealized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002004 - Statement - Consolidated Balance Sheets (Parenthetical)", "role": "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:TemporaryEquityParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CapitalizedContractCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i6cd63fb1ee8e44f8987a10cc8c75164c_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CapitalizedContractCostNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407403 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contract Acquisition Costs (Details)", "role": "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesScheduleofContractAcquisitionCostsDetails", "shortName": "Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Contract Acquisition Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:CapitalizedContractCostTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ic9d1bd62c4814226a66c0c4ade3ba3cd_I20190131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:CapitalizedContractCostNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2410404 - Disclosure - Revenues - Disaggregation of Revenue by Product and Service (Details)", "role": "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails", "shortName": "Revenues - Disaggregation of Revenue by Product and Service (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "iad463b9549b54fe096221adba962c241_D20210201-20220131", "decimals": "2", "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2411405 - Disclosure - Revenues - Disaggregation of Revenue by Geographic Region (Details)", "role": "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails", "shortName": "Revenues - Disaggregation of Revenue by Geographic Region (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i6d20f3ce4337464b8d713b32b5918ea2_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "iff8ae63363284aafbc70330f53b25a73_D20211101-20220131", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2412406 - Disclosure - Revenues - Narrative (Details)", "role": "http://about.gitlab.com/role/RevenuesNarrativeDetails", "shortName": "Revenues - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "iff8ae63363284aafbc70330f53b25a73_D20211101-20220131", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskPercentage1", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "gtlb:PrepaidSoftwareSubscriptions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415407 - Disclosure - Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details)", "role": "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails", "shortName": "Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "gtlb:PrepaidSoftwareSubscriptions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416408 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment, Net (Details)", "role": "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "shortName": "Balance Sheet Components - Schedule of Property and Equipment, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentNet", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2417409 - Disclosure - Balance Sheet Components - Schedule of Property and Equipment by Geographical Distribution (Details)", "role": "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails", "shortName": "Balance Sheet Components - Schedule of Property and Equipment by Geographical Distribution (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "us-gaap:SupplementalBalanceSheetDisclosuresTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "id8c9ee197bb7406cbbb32a1ba4c38df3_I20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RestrictedCashNoncurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419411 - Disclosure - Balance Sheet Components - Schedule of Other Long-Term Assets (Details)", "role": "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1", "shortName": "Balance Sheet Components - Schedule of Other Long-Term Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfOtherAssetsNoncurrentTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "lang": "en-US", "name": "gtlb:SecurityDepositNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OtherAccruedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2420412 - Disclosure - Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details)", "role": "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails", "shortName": "Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OtherAccruedLiabilitiesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedSalesCommissionCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2421413 - Disclosure - Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details)", "role": "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails", "shortName": "Balance Sheet Components - Schedule of Accrued Compensation and Benefits (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccruedSalesCommissionCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003005 - Statement - Consolidated Statements of Operations", "role": "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "shortName": "Consolidated Statements of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:InvestmentIncomeInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:OtherNoncurrentLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "gtlb:EarlyExercisedOptionsLiabilityNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2422414 - Disclosure - Balance Sheet Components - Other Long-Term Liabilities (Details)", "role": "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails", "shortName": "Balance Sheet Components - Other Long-Term Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:OtherNoncurrentLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "gtlb:EarlyExercisedOptionsLiabilityNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:BusinessCombinationsPolicy", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2425415 - Disclosure - Business Combination - Narrative (Details)", "role": "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "shortName": "Business Combination - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:BusinessCombinationDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i4a71eab2d14f40a5859c960163ff19eb_I20211203", "decimals": "-5", "lang": "en-US", "name": "gtlb:BusinessCombinationConsiderationTransferredAmountHeldBackAsPartialSecurity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:BusinessCombinationContingentConsiderationLiabilityCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426416 - Disclosure - Business Combination - Schedule of Total Consideration Transferred (Details)", "role": "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails", "shortName": "Business Combination - Schedule of Total Consideration Transferred (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "us-gaap:BusinessCombinationDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i8208a11a9de2499384592da5a93d8cd4_D20211203-20211203", "decimals": "-3", "lang": "en-US", "name": "us-gaap:PaymentsToAcquireBusinessesGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2427417 - Disclosure - Business Combination - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details)", "role": "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "shortName": "Business Combination - Schedule of Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i4a71eab2d14f40a5859c960163ff19eb_I20211203", "decimals": "-3", "lang": "en-US", "name": "us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNoncashOrPartNoncashAcquisitionsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i7ec3fe2c2a664b4093b26962e2c23193_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "gtlb:NoncashOrPartNoncashAcquisitionAmountWithheldInEscrow", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2428418 - Disclosure - Business Combination - Schedule of Supplemental Noncash Investing Activities (Details)", "role": "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails", "shortName": "Business Combination - Schedule of Supplemental Noncash Investing Activities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfNoncashOrPartNoncashAcquisitionsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i7ec3fe2c2a664b4093b26962e2c23193_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "gtlb:NoncashOrPartNoncashAcquisitionAmountWithheldInEscrow", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i6cd63fb1ee8e44f8987a10cc8c75164c_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2431419 - Disclosure - Goodwill and Intangible Assets, Net - Rollforward of Goodwill (Details)", "role": "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetRollforwardofGoodwillDetails", "shortName": "Goodwill and Intangible Assets, Net - Rollforward of Goodwill (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfGoodwillTextBlock", "us-gaap:GoodwillAndIntangibleAssetsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:GoodwillAcquiredDuringPeriod", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2432420 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details)", "role": "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails", "shortName": "Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:GoodwillImpairmentLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2433421 - Disclosure - Goodwill and Intangible Assets, Net - Narrative (Details)", "role": "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails", "shortName": "Goodwill and Intangible Assets, Net - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-5", "lang": "en-US", "name": "us-gaap:FinitelivedIntangibleAssetsAcquired1", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434422 - Disclosure - Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details)", "role": "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails", "shortName": "Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i8c431a57ad7642c4897dfb8003efff06_I20190402", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2436423 - Disclosure - Debt Financing (Details)", "role": "http://about.gitlab.com/role/DebtFinancingDetails", "shortName": "Debt Financing (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i8c431a57ad7642c4897dfb8003efff06_I20190402", "decimals": "-6", "first": true, "lang": "en-US", "name": "us-gaap:LineOfCreditFacilityMaximumBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004006 - Statement - Consolidated Statements of Comprehensive Loss", "role": "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss", "shortName": "Consolidated Statements of Comprehensive Loss", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "ix:continuation", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanCostRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2438424 - Disclosure - Team Member Benefit Plans (Details)", "role": "http://about.gitlab.com/role/TeamMemberBenefitPlansDetails", "shortName": "Team Member Benefit Plans (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "ix:continuation", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanCostRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ic316412336fb4d1584a76d83fedb183c_I20211018", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2441425 - Disclosure - Equity - Narrative (Details)", "role": "http://about.gitlab.com/role/EquityNarrativeDetails", "shortName": "Equity - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ic316412336fb4d1584a76d83fedb183c_I20211018", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:PreferredStockSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:TemporaryEquitySharesOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2442426 - Disclosure - Equity - Schedule of Stock Reserved For Future Issuance (Details)", "role": "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "shortName": "Equity - Schedule of Stock Reserved For Future Issuance (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "2", "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:TemporaryEquitySharesAuthorized", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2443427 - Disclosure - Equity - Summary of Convertible Preferred Stock Outstanding (Details)", "role": "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails", "shortName": "Equity - Summary of Convertible Preferred Stock Outstanding (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:TemporaryEquityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "if26d44f118ca4078a29ad3a086a18844_I20211017", "decimals": "INF", "lang": "en-US", "name": "us-gaap:TemporaryEquitySharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "span", "td", "tr", "table", "div", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i6cd63fb1ee8e44f8987a10cc8c75164c_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2444428 - Disclosure - Equity - Awards Available for Grant (Details)", "role": "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "shortName": "Equity - Awards Available for Grant (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i6cd63fb1ee8e44f8987a10cc8c75164c_I20210131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2445429 - Disclosure - Equity - Summary of Stock Option Activity (Details)", "role": "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails", "shortName": "Equity - Summary of Stock Option Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "INF", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i319764e83a214adc891a056bfeb80ac0_D20210201-20220131", "decimals": "4", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2446430 - Disclosure - Equity - Schedule of Weighted Average Fair Value Assumptions (Details)", "role": "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails", "shortName": "Equity - Schedule of Weighted Average Fair Value Assumptions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i319764e83a214adc891a056bfeb80ac0_D20210201-20220131", "decimals": "4", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsWeightedAverageVolatilityRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2447431 - Disclosure - Equity - Stock-Based Compensation Expense (Details)", "role": "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails", "shortName": "Equity - Stock-Based Compensation Expense (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R68": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:VariableInterestEntityDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i84671772e8ef4e41a63b839e1733c311_I20210228", "decimals": "INF", "first": true, "lang": "en-US", "name": "gtlb:NoncontrollingInterestNumberOfNoncontrollingInvestors", "reportCount": 1, "unique": true, "unitRef": "investor", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2450432 - Disclosure - Joint Venture and Majority Owned Subsidiary - Narrative (Details)", "role": "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails", "shortName": "Joint Venture and Majority Owned Subsidiary - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:VariableInterestEntityDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i84671772e8ef4e41a63b839e1733c311_I20210228", "decimals": "INF", "first": true, "lang": "en-US", "name": "gtlb:NoncontrollingInterestNumberOfNoncontrollingInvestors", "reportCount": 1, "unique": true, "unitRef": "investor", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:DisaggregationOfRevenueTableTextBlock", "us-gaap:RevenueFromContractWithCustomerTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2451433 - Disclosure - Joint Venture and Majority Owned Subsidiary - Schedule of Inter-Company Eliminations (Details)", "role": "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails", "shortName": "Joint Venture and Majority Owned Subsidiary - Schedule of Inter-Company Eliminations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfVariableInterestEntitiesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i07c1e3ca426948998b08767fd8f8dfaf_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ic9d1bd62c4814226a66c0c4ade3ba3cd_I20190131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005007 - Statement - Consolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)", "role": "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "shortName": "Consolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ic9d1bd62c4814226a66c0c4ade3ba3cd_I20190131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2454434 - Disclosure - Income Taxes - Components of Total Income (Loss) From Continuing Operations (Details)", "role": "http://about.gitlab.com/role/IncomeTaxesComponentsofTotalIncomeLossFromContinuingOperationsDetails", "shortName": "Income Taxes - Components of Total Income (Loss) From Continuing Operations (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalStateAndLocalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2455435 - Disclosure - Income Taxes - Schedule of Income Tax Expense (Benefit) (Details)", "role": "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails", "shortName": "Income Taxes - Schedule of Income Tax Expense (Benefit) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalStateAndLocalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2456436 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details)", "role": "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails", "shortName": "Income Taxes - Effective Income Tax Rate Reconciliation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2457437 - Disclosure - Income Taxes - Components of Deferred Tax Assets and Liabilities (Details)", "role": "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails", "shortName": "Income Taxes - Components of Deferred Tax Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2458438 - Disclosure - Income Taxes - Narrative (Details)", "role": "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails", "shortName": "Income Taxes - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i6cd63fb1ee8e44f8987a10cc8c75164c_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2459439 - Disclosure - Income Taxes - Schedule of Unrecognized Tax Benefits (Details)", "role": "http://about.gitlab.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails", "shortName": "Income Taxes - Schedule of Unrecognized Tax Benefits (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "us-gaap:NetIncomeLossAvailableToCommonStockholdersDiluted", "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2462440 - Disclosure - Net Loss per Share - Schedule of Earning Per Share (Details)", "role": "http://about.gitlab.com/role/NetLossperShareScheduleofEarningPerShareDetails", "shortName": "Net Loss per Share - Schedule of Earning Per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:NetIncomeLossAvailableToCommonStockholdersDiluted", "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2463441 - Disclosure - Net Loss per Share - Schedule of Potentially Dilutive Securities (Details)", "role": "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails", "shortName": "Net Loss per Share - Schedule of Potentially Dilutive Securities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:EarningsPerShareTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i7628774712c446299ea230b4783cd784_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "gtlb:ShareBasedPaymentArrangementShareRepurchaseIncrementalCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2466442 - Disclosure - Related Party Transactions - Narrative (Details)", "role": "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails", "shortName": "Related Party Transactions - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i7628774712c446299ea230b4783cd784_D20210201-20220131", "decimals": "-5", "first": true, "lang": "en-US", "name": "gtlb:ShareBasedPaymentArrangementShareRepurchaseIncrementalCost", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2467443 - Disclosure - Related Party Transactions - Schedule of Stock-Based Compensation (Details)", "role": "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails", "shortName": "Related Party Transactions - Schedule of Stock-Based Compensation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i94613453f8114205a9cd906aa21409fc_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia308c47842c44f1da94134a7046c7067_D20190201-20200131", "decimals": "-3", "first": true, "lang": "en-US", "name": "gtlb:TemporaryEquitySharesIssuedDuringPeriodIssuanceCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006008 - Statement - Consolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit) (Parenthetical)", "role": "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficitParenthetical", "shortName": "Consolidated Statements of Convertible Preferred Stock and Stockholders\u2019 Equity (Deficit) (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia308c47842c44f1da94134a7046c7067_D20190201-20200131", "decimals": "-3", "first": true, "lang": "en-US", "name": "gtlb:TemporaryEquitySharesIssuedDuringPeriodIssuanceCosts", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "iccc2a0c18e33446393b23c0158a4b146_D20200901-20200930", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LongTermPurchaseCommitmentAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2470444 - Disclosure - Commitments and Contingencies - Narrative (Details)", "role": "http://about.gitlab.com/role/CommitmentsandContingenciesNarrativeDetails", "shortName": "Commitments and Contingencies - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "iccc2a0c18e33446393b23c0158a4b146_D20200901-20200930", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:LongTermPurchaseCommitmentAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2471445 - Disclosure - Commitments and Contingencies - Hosting Infrastructure Commitments (Details)", "role": "http://about.gitlab.com/role/CommitmentsandContingenciesHostingInfrastructureCommitmentsDetails", "shortName": "Commitments and Contingencies - Hosting Infrastructure Commitments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "ia89db716d76b4d2fa6bc33cddb7d4f92_I20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PurchaseObligation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:SubsequentEventsTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "id7670fc2fbc545f5a0937cdaf714c4b3_D20220329-20220329", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:SaleOfStockConsiderationReceivedOnTransaction", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2473446 - Disclosure - Subsequent Events (Details)", "role": "http://about.gitlab.com/role/SubsequentEventsDetails", "shortName": "Subsequent Events (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:SubsequentEventsTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "id7670fc2fbc545f5a0937cdaf714c4b3_D20220329-20220329", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:SaleOfStockConsiderationReceivedOnTransaction", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i458731071db04c9e871fae1de76ce5d7_I20210131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2475447 - Disclosure - Schedule II: Valuation and Qualifying Accounts (Details)", "role": "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails", "shortName": "Schedule II: Valuation and Qualifying Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i97f98fcb41604951b3c8654e83eb4f71_I20190131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1007009 - Statement - Consolidated Statements of Cash Flows", "role": "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows", "shortName": "Consolidated Statements of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "gtlb-20220131.htm", "contextRef": "i76705b821b584599a6477ddabc376ce2_D20210201-20220131", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ShareBasedCompensation", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } } }, "segmentCount": 92, "tag": { "country_CN": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CHINA", "terseLabel": "China" } } }, "localname": "CN", "nsuri": "http://xbrl.sec.gov/country/2021", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails" ], "xbrltype": "domainItemType" }, "country_US": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UNITED STATES", "terseLabel": "United States" } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2021", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r675", "r676", "r677" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/AuditInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r675", "r676", "r677" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r675", "r676", "r677" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r675", "r676", "r677" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]", "terseLabel": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]", "terseLabel": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r678" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r673" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r672" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r672" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r698" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period", "terseLabel": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r672" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r681" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r672" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r672" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r672" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r672" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r697" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r675", "r676", "r677" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r671" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r674" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://about.gitlab.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "gtlb_A2015EquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2015 Equity Incentive Plan", "label": "2015 Equity Incentive Plan [Member]", "terseLabel": "2015 Equity Incentive Plan" } } }, "localname": "A2015EquityIncentivePlanMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "gtlb_A2021EmployeeStockPurchasePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2021 Employee Stock Purchase Plan", "label": "2021 Employee Stock Purchase Plan [Member]", "terseLabel": "2021 Employee Stock Purchase Plan" } } }, "localname": "A2021EmployeeStockPurchasePlanMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "gtlb_A2021EquityIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2021 Equity Incentive Plan", "label": "2021 Equity Incentive Plan [Member]", "terseLabel": "2021 Equity Incentive Plan" } } }, "localname": "A2021EquityIncentivePlanMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "gtlb_APICShareBasedPaymentArrangementEarlyExercisedOptionsIncreaseForCostRecognition": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "APIC, Share-based Payment Arrangement, Early Exercised Options, Increase for Cost Recognition", "label": "APIC, Share-based Payment Arrangement, Early Exercised Options, Increase for Cost Recognition", "terseLabel": "Vesting of early exercised stock options" } } }, "localname": "APICShareBasedPaymentArrangementEarlyExercisedOptionsIncreaseForCostRecognition", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gtlb_AccruedLiabilitiesAndOtherLiabilitiesCurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued Liabilities and Other Liabilities, Current", "label": "Accrued Liabilities and Other Liabilities, Current", "terseLabel": "Accrued expenses and other current liabilities", "totalLabel": "Accrued expenses and other current liabilities" } } }, "localname": "AccruedLiabilitiesAndOtherLiabilitiesCurrent", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "gtlb_AdjustmentsToAdditionalPaidInCapitalSharesWarrantsIssued": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital, Shares, Warrants Issued", "label": "Adjustments To Additional Paid In Capital, Shares, Warrants Issued", "terseLabel": "Warrant exercised (in shares)" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharesWarrantsIssued", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gtlb_AllOtherCountriesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All Other Countries", "label": "All Other Countries [Member]", "terseLabel": "Other countries" } } }, "localname": "AllOtherCountriesMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails" ], "xbrltype": "domainItemType" }, "gtlb_AuditInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Audit Information [Abstract]", "label": "Audit Information [Abstract]" } } }, "localname": "AuditInformationAbstract", "nsuri": "http://about.gitlab.com/20220131", "xbrltype": "stringItemType" }, "gtlb_BusinessAcquisitionEquityInterestIssuedOrIssuableAwardVestingPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Acquisition, Equity Interest Issued or Issuable, Award Vesting Period", "label": "Business Acquisition, Equity Interest Issued or Issuable, Award Vesting Period", "terseLabel": "Award vesting period" } } }, "localname": "BusinessAcquisitionEquityInterestIssuedOrIssuableAwardVestingPeriod", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails" ], "xbrltype": "durationItemType" }, "gtlb_BusinessCombinationConsiderationTransferredAmountHeldBackAsPartialSecurity": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Consideration Transferred, Amount Held Back As Partial Security For Indemnification Claims", "label": "Business Combination, Consideration Transferred, Amount Held Back As Partial Security", "terseLabel": "Cash consideration held back" } } }, "localname": "BusinessCombinationConsiderationTransferredAmountHeldBackAsPartialSecurity", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_BusinessCombinationPostClosingIndemnificationClaimsTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Business Combination, Post-Closing Indemnification Claims, Term", "label": "Business Combination, Post-Closing Indemnification Claims, Term", "terseLabel": "Post-closing indemnification term" } } }, "localname": "BusinessCombinationPostClosingIndemnificationClaimsTerm", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails" ], "xbrltype": "durationItemType" }, "gtlb_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAccruedLiabilitiesAndPayroll": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 3.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Accrued Liabilities And Payroll", "label": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Accrued Liabilities And Payroll", "negatedTerseLabel": "Accrued expenses and payroll" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedAccruedLiabilitiesAndPayroll", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_CapitalizedContractCostsAdditions": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Capitalized Contract Costs, Additions", "label": "Capitalized Contract Costs, Additions", "terseLabel": "Added during the year" } } }, "localname": "CapitalizedContractCostsAdditions", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesScheduleofContractAcquisitionCostsDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_CashDonations": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash Donations", "label": "Cash Donations", "terseLabel": "Cash donations" } } }, "localname": "CashDonations", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "gtlb_CommonClassAAndClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Class A and Class B", "label": "Common Class A and Class B [Member]", "terseLabel": "Class A and Class B common stock" } } }, "localname": "CommonClassAAndClassBMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "domainItemType" }, "gtlb_CommonStockCapitalSharesReservedForFutureIssuanceToCharitableOrganizations": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails": { "order": 2.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Common Stock, Capital Shares Reserved for Future Issuance To Charitable Organizations", "label": "Common Stock, Capital Shares Reserved for Future Issuance To Charitable Organizations", "terseLabel": "Shares reserved for issuance to charitable organizations (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuanceToCharitableOrganizations", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "gtlb_CommonStockCapitalSharesSubjectToRepurchaseObligation": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Capital Shares Subject to Repurchase Obligation", "label": "Common Stock, Capital Shares Subject to Repurchase Obligation", "terseLabel": "Shares subject to repurchase obligation (in shares)" } } }, "localname": "CommonStockCapitalSharesSubjectToRepurchaseObligation", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "gtlb_CommonStockVotingRightsVotes": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Voting Rights, Votes", "label": "Common Stock, Voting Rights, Votes", "terseLabel": "Voting rights, vote per share" } } }, "localname": "CommonStockVotingRightsVotes", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "integerItemType" }, "gtlb_ComputerAndOfficeEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Computer And Office Equipment", "label": "Computer And Office Equipment [Member]", "terseLabel": "Computer and office equipment" } } }, "localname": "ComputerAndOfficeEquipmentMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "gtlb_ContingentCashConsiderationLiabilityNoncurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contingent Cash Consideration, Liability, Noncurrent", "label": "Contingent Cash Consideration, Liability, Noncurrent", "terseLabel": "Acquisition related contingent cash consideration" } } }, "localname": "ContingentCashConsiderationLiabilityNoncurrent", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_ContingentConsiderationHeldInEscrowLiabilityNoncurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contingent Consideration Held In Escrow, Liability, Noncurrent", "label": "Contingent Consideration Held In Escrow, Liability, Noncurrent", "terseLabel": "Acquisition related consideration withheld in an escrow" } } }, "localname": "ContingentConsiderationHeldInEscrowLiabilityNoncurrent", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_ConversionOfClassBToClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversion Of Class B To Class A", "label": "Conversion Of Class B To Class A [Member]", "terseLabel": "Conversion Of Class B To Class A" } } }, "localname": "ConversionOfClassBToClassAMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "gtlb_ConversionOfStockBySellingStockholderUponInitialPublicOfferingMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversion Of Stock By Selling Stockholder Upon Initial Public Offering", "label": "Conversion Of Stock By Selling Stockholder Upon Initial Public Offering [Member]", "terseLabel": "Conversion Of Stock By Selling Stockholder Upon Initial Public Offering" } } }, "localname": "ConversionOfStockBySellingStockholderUponInitialPublicOfferingMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "gtlb_ConversionToDualClassCommonStockStructureMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Conversion To Dual Class Common Stock Structure", "label": "Conversion To Dual Class Common Stock Structure [Member]", "terseLabel": "Conversion To Dual Class Common Stock Structure" } } }, "localname": "ConversionToDualClassCommonStockStructureMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "gtlb_DeferredContractAcquisitionCostsTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Deferred Contract Acquisition Costs, Term", "label": "Deferred Contract Acquisition Costs, Term", "terseLabel": "Deferred contract acquisition cost, term" } } }, "localname": "DeferredContractAcquisitionCostsTerm", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "gtlb_DeferredOfferingCostCapitalization": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Offering Cost, Capitalization", "label": "Deferred Offering Cost, Capitalization", "terseLabel": "Deferred offering cost capitalized" } } }, "localname": "DeferredOfferingCostCapitalization", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_DeferredOfferingCostsIncurredButNotYetPaid": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Offering Costs Incurred But Not Yet Paid", "label": "Deferred Offering Costs Incurred But Not Yet Paid", "terseLabel": "Unpaid deferred offering costs" } } }, "localname": "DeferredOfferingCostsIncurredButNotYetPaid", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "gtlb_DeferredTaxLiabilitiesDeferredContractAcquisitionCosts": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Liabilities, Deferred Contract Acquisition Costs", "label": "Deferred Tax Liabilities, Deferred Contract Acquisition Costs", "negatedTerseLabel": "Deferred contract acquisition costs" } } }, "localname": "DeferredTaxLiabilitiesDeferredContractAcquisitionCosts", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_DevelopedTechnologyRightsAssetAcquisitionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Developed Technology Rights, Asset Acquisition", "label": "Developed Technology Rights, Asset Acquisition [Member]", "terseLabel": "Developed technology from asset acquisition" } } }, "localname": "DevelopedTechnologyRightsAssetAcquisitionMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "gtlb_DevelopedTechnologyRightsBusinessCombinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Developed Technology Rights, Business Combination", "label": "Developed Technology Rights, Business Combination [Member]", "terseLabel": "Developed technology from business combination" } } }, "localname": "DevelopedTechnologyRightsBusinessCombinationMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "gtlb_EarlyExercisedOptionsLiabilityNoncurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Early Exercised Options, Liability, Noncurrent", "label": "Early Exercised Options, Liability, Noncurrent", "terseLabel": "Early exercised options liability" } } }, "localname": "EarlyExercisedOptionsLiabilityNoncurrent", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_FoundersAndEmployeesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Founders and Employees", "label": "Founders and Employees [Member]", "terseLabel": "Founders and Employees" } } }, "localname": "FoundersAndEmployeesMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails" ], "xbrltype": "domainItemType" }, "gtlb_GitLabInformationTechnologyHubeiCoLTDJiHuMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "GitLab Information Technology (Hubei) Co., LTD (\"JiHu\")", "label": "GitLab Information Technology (Hubei) Co., LTD (\"JiHu\") [Member]", "terseLabel": "JiHu" } } }, "localname": "GitLabInformationTechnologyHubeiCoLTDJiHuMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails", "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "gtlb_IPOSharesFromExistingStockholderMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "IPO, Shares From Existing Stockholder", "label": "IPO, Shares From Existing Stockholder [Member]", "terseLabel": "IPO, Shares From Existing Stockholder" } } }, "localname": "IPOSharesFromExistingStockholderMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "domainItemType" }, "gtlb_IncreaseDecreaseInAccruedLiabilitiesAndOtherLiabilities": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Accrued Liabilities And Other Liabilities", "label": "Increase (Decrease) In Accrued Liabilities And Other Liabilities", "terseLabel": "Accrued expenses and other current liabilities" } } }, "localname": "IncreaseDecreaseInAccruedLiabilitiesAndOtherLiabilities", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "gtlb_IncreaseDecreaseInCapitalizedContractCosts": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Capitalized Contract Costs", "label": "Increase (Decrease) In Capitalized Contract Costs", "negatedTerseLabel": "Costs deferred related to contract acquisition" } } }, "localname": "IncreaseDecreaseInCapitalizedContractCosts", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "gtlb_IssuanceOfWarrantsNumberOfTranches": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Issuance Of Warrants, Number Of Tranches", "label": "Issuance Of Warrants, Number Of Tranches", "terseLabel": "Warrants issued, number of tranches" } } }, "localname": "IssuanceOfWarrantsNumberOfTranches", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "integerItemType" }, "gtlb_LicenseProfessionalServicesAndOtherMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "License, Professional Services, and Other", "label": "License, Professional Services, and Other [Member]", "terseLabel": "License\u2014self-managed and other" } } }, "localname": "LicenseProfessionalServicesAndOtherMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "gtlb_LoanAndSecurityAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Loan and Security Agreement", "label": "Loan and Security Agreement [Member]", "terseLabel": "Loan and Security Agreement" } } }, "localname": "LoanAndSecurityAgreementMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "domainItemType" }, "gtlb_LossContingencyLaborMattersLiabilityNoncurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Loss Contingency, Labor Matters, Liability, Noncurrent", "label": "Loss Contingency, Labor Matters, Liability, Noncurrent", "terseLabel": "Contingent liability for labor matters" } } }, "localname": "LossContingencyLaborMattersLiabilityNoncurrent", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_MeltanoIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Meltano Inc.", "label": "Meltano Inc. [Member]", "terseLabel": "Meltano Inc." } } }, "localname": "MeltanoIncMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails", "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "gtlb_MovementInCapitalizedContractCostsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Movement in Capitalized Contract Costs", "label": "Movement in Capitalized Contract Costs [Roll Forward]", "terseLabel": "Movement in Capitalized Contract Costs [Roll Forward]" } } }, "localname": "MovementInCapitalizedContractCostsRollForward", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesScheduleofContractAcquisitionCostsDetails" ], "xbrltype": "stringItemType" }, "gtlb_NoncashOrPartNoncashAcquisitionAmountWithheldInEscrow": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Noncash Or Part Noncash Acquisition, Amount Withheld In Escrow", "label": "Noncash Or Part Noncash Acquisition, Amount Withheld In Escrow", "terseLabel": "Noncash Or Part Noncash Acquisition, Amount Withheld In Escrow" } } }, "localname": "NoncashOrPartNoncashAcquisitionAmountWithheldInEscrow", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_NoncashOrPartNoncashAcquisitionContingentCashLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Noncash Or Part Noncash Acquisition, Contingent Cash Liability", "label": "Noncash Or Part Noncash Acquisition, Contingent Cash Liability", "terseLabel": "Noncash Or Part Noncash Acquisition, Contingent Cash Liability" } } }, "localname": "NoncashOrPartNoncashAcquisitionContingentCashLiability", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_NoncashOrPartNoncashAcquisitionContingentStockLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Noncash Or Part Noncash Acquisition, Contingent Stock Liability", "label": "Noncash Or Part Noncash Acquisition, Contingent Stock Liability", "terseLabel": "Noncash Or Part Noncash Acquisition, Contingent Stock Liability" } } }, "localname": "NoncashOrPartNoncashAcquisitionContingentStockLiability", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_NoncashOrPartNoncashAcquisitionEquityIssued": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Noncash Or Part Noncash Acquisition, Equity Issued", "label": "Noncash Or Part Noncash Acquisition, Equity Issued", "terseLabel": "Noncash Or Part Noncash Acquisition, Equity Issued" } } }, "localname": "NoncashOrPartNoncashAcquisitionEquityIssued", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_NoncontrollingInterestNumberOfNoncontrollingInvestors": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Noncontrolling Interest, Number of Noncontrolling Investors", "label": "Noncontrolling Interest, Number of Noncontrolling Investors", "terseLabel": "Number of investors" } } }, "localname": "NoncontrollingInterestNumberOfNoncontrollingInvestors", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "integerItemType" }, "gtlb_OneDistributionChannelMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "One Distribution Channel", "label": "One Distribution Channel [Member]", "terseLabel": "One Distribution Channel" } } }, "localname": "OneDistributionChannelMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "gtlb_OpstraceIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Opstrace Inc.", "label": "Opstrace Inc. [Member]", "terseLabel": "Opstrace Inc." } } }, "localname": "OpstraceIncMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "domainItemType" }, "gtlb_OrdinarySharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Ordinary Shares", "label": "Ordinary Shares [Member]", "terseLabel": "Ordinary Shares" } } }, "localname": "OrdinarySharesMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "gtlb_PrepaidEventCostsCurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Prepaid Event Costs, Current", "label": "Prepaid Event Costs, Current", "terseLabel": "Prepaid expenses for the Company\u2019s events" } } }, "localname": "PrepaidEventCostsCurrent", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_PrepaidPayrollDepositsCurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Prepaid Payroll Deposits, Current", "label": "Prepaid Payroll Deposits, Current", "terseLabel": "Prepaid payroll deposits" } } }, "localname": "PrepaidPayrollDepositsCurrent", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_PrepaidSoftwareSubscriptions": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 6.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Prepaid Software Subscriptions", "label": "Prepaid Software Subscriptions", "terseLabel": "Prepaid software subscriptions" } } }, "localname": "PrepaidSoftwareSubscriptions", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_ProceedsFromIssuanceOfTemporaryEquity": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Issuance Of Temporary Equity", "label": "Proceeds From Issuance Of Temporary Equity", "terseLabel": "Net proceeds from Series E preferred stock financing" } } }, "localname": "ProceedsFromIssuanceOfTemporaryEquity", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "gtlb_ProfessionalServicesAndOtherMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Professional Services and Other", "label": "Professional Services and Other [Member]", "terseLabel": "Professional services and other" } } }, "localname": "ProfessionalServicesAndOtherMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "gtlb_PurchaseObligationToBePaidYearOneTwoAndThree": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/CommitmentsandContingenciesHostingInfrastructureCommitmentsDetails": { "order": 1.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Purchase Obligation, to be Paid, Year One, Two, and Three", "label": "Purchase Obligation, to be Paid, Year One, Two, and Three", "terseLabel": "1-3 Years" } } }, "localname": "PurchaseObligationToBePaidYearOneTwoAndThree", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/CommitmentsandContingenciesHostingInfrastructureCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_RevenueFromContractWithCustomerPerformanceObligationsNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revenue From Contract With Customer, Performance Obligations, Number", "label": "Revenue From Contract With Customer, Performance Obligations, Number", "terseLabel": "Number of performance obligations" } } }, "localname": "RevenueFromContractWithCustomerPerformanceObligationsNumber", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "gtlb_RevenueFromContractsWithCustomerAllocationOfTransactionPricePercentage": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revenue From Contracts With Customer, Allocation Of Transaction Price, Percentage", "label": "Revenue From Contracts With Customer, Allocation Of Transaction Price, Percentage", "terseLabel": "Allocation of price (as a percet)" } } }, "localname": "RevenueFromContractsWithCustomerAllocationOfTransactionPricePercentage", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "percentItemType" }, "gtlb_ScheduleOfStockReservedForFutureIssuanceTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Stock Reserved For Future Issuance", "label": "Schedule of Stock Reserved For Future Issuance [Table Text Block]", "terseLabel": "Schedule of Stock Reserved For Future Issuance" } } }, "localname": "ScheduleOfStockReservedForFutureIssuanceTableTextBlock", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityTables" ], "xbrltype": "textBlockItemType" }, "gtlb_SecurityDepositNoncurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1": { "order": 2.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Security Deposit, Noncurrent", "label": "Security Deposit, Noncurrent", "terseLabel": "Security deposits" } } }, "localname": "SecurityDepositNoncurrent", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1" ], "xbrltype": "monetaryItemType" }, "gtlb_SeriesSafeA1PreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series Safe A1 Preferred Stock", "label": "Series Safe A1 Preferred Stock [Member]", "terseLabel": "Series safe A1" } } }, "localname": "SeriesSafeA1PreferredStockMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "domainItemType" }, "gtlb_SeriesSafeA2PreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series Safe A2 Preferred Stock", "label": "Series Safe A2 Preferred Stock [Member]", "terseLabel": "Series safe A2" } } }, "localname": "SeriesSafeA2PreferredStockMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "domainItemType" }, "gtlb_SeriesSafeA3PreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Series Safe A3 Preferred Stock", "label": "Series Safe A3 Preferred Stock [Member]", "terseLabel": "Series safe A3" } } }, "localname": "SeriesSafeA3PreferredStockMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "domainItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardAutomaticAnnualIncreasePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Automatic Annual Increase, Period", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Automatic Annual Increase, Period", "terseLabel": "Automatic annual increase period (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAutomaticAnnualIncreasePeriod", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "durationItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardsAvailableForGrantRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant [Roll Forward]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Awards Available For Grant [Roll Forward]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardsAvailableForGrantRollForward", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails" ], "xbrltype": "stringItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedInPeriodFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options Granted in Period, Fair Value", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options Granted in Period, Fair Value", "terseLabel": "Grant date fair value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantedInPeriodFairValue", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNumberOfThresholdStockPriceTargets": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Number of Threshold Stock Price Targets", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Number of Threshold Stock Price Targets", "terseLabel": "Number of threshold stock price targets" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNumberOfThresholdStockPriceTargets", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "integerItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsThresholdStockPriceTarget": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Threshold Stock Price Target", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Threshold Stock Price Target", "terseLabel": "Threshold stock price target (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsThresholdStockPriceTarget", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "perShareItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardLookBackPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Look-back Period", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Look-back Period", "terseLabel": "Look-back period (in months)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLookBackPeriod", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "durationItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfPurchasePeriods": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Number Of Purchase Periods", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number Of Purchase Periods", "terseLabel": "Number of purchase periods" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfPurchasePeriods", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAggregateIntrinsicValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Aggregate Intrinsic Value", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Aggregate Intrinsic Value [Abstract]", "terseLabel": "Aggregate Intrinsic value (in millions)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAggregateIntrinsicValueAbstract", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Remaining Contractual Term", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Weighted Average Remaining Contractual Term", "terseLabel": "Options exercised (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageRemainingContractualTerm", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpectedToVestIntrinsicValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Intrinsic Value", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Intrinsic Value", "terseLabel": "Options expected to vest" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpectedToVestIntrinsicValue", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpectedToVestNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Outstanding, Number", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Number", "terseLabel": "Options expected to vest (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpectedToVestNumber", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpectedToVestWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Weighted Average Exercise Price", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Weighted Average Exercise Price", "terseLabel": "Options expected to vest (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpectedToVestWeightedAverageExercisePrice", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpectedToVestWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Weighted Average Remaining Contractual Term", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expected to Vest, Weighted Average Remaining Contractual Term", "terseLabel": "Options expected to vest (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpectedToVestWeightedAverageRemainingContractualTerm", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantedWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Granted, Weighted Average Remaining Contractual Term", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Granted, Weighted Average Remaining Contractual Term", "terseLabel": "Options granted (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantedWeightedAverageRemainingContractualTerm", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRepurchasedInPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Repurchased in Period", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Repurchased in Period", "terseLabel": "Options repurchased (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsRepurchasedInPeriod", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails" ], "xbrltype": "sharesItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Weighted Average Exercise Price", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Weighted Average Exercise Price", "terseLabel": "Options vested (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedInPeriodWeightedAverageExercisePrice", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedInPeriodWeightedAverageRemainingContractualTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Weighted Average Remaining Contractual Term", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Weighted Average Remaining Contractual Term", "terseLabel": "Options vested (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedInPeriodWeightedAverageRemainingContractualTerm", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedIntrinsicValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Intrinsic Value", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Intrinsic Value", "terseLabel": "Options vested" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedIntrinsicValue", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number", "terseLabel": "Options vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedNumber", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardPurchasePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Purchase Period", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Purchase Period", "terseLabel": "Purchase period (in months)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardPurchasePeriod", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "gtlb_ShareBasedCompensationArrangementByShareBasedPaymentAwardStockIssuedForWarrantExercises": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Compensation Arrangement By Share-Based Payment Award, Stock Issued For Warrant Exercises", "label": "Share-Based Compensation Arrangement By Share-Based Payment Award, Stock Issued For Warrant Exercises", "terseLabel": "Common stock issued for warrant exercises (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardStockIssuedForWarrantExercises", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "gtlb_ShareBasedPaymentArrangementShareRepurchaseIncrementalCost": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Share-based Payment Arrangement, Share Repurchase, Incremental Cost", "label": "Share-based Payment Arrangement, Share Repurchase, Incremental Cost", "terseLabel": "Share repurchase, incremental cost" } } }, "localname": "ShareBasedPaymentArrangementShareRepurchaseIncrementalCost", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "gtlb_StockIssuedDuringPeriodSharesEarlyExerciseOfOptions": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Shares, Early Exercise Of Options", "label": "Stock Issued During Period, Shares, Early Exercise Of Options", "terseLabel": "Issuance of common stock related to early exercised stock options, net of repurchases (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesEarlyExerciseOfOptions", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gtlb_StockIssuedDuringPeriodValueContingentStockAcquisitions": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Stock Issued During Period, Value, Contingent Stock, Acquisitions", "label": "Stock Issued During Period, Value, Contingent Stock, Acquisitions", "terseLabel": "Contingent stock consideration in connection with business combination" } } }, "localname": "StockIssuedDuringPeriodValueContingentStockAcquisitions", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gtlb_StockRepurchasedDuringPeriodFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Repurchased During Period, Fair Value", "label": "Stock Repurchased During Period, Fair Value", "terseLabel": "Fair value (in dollars per share)" } } }, "localname": "StockRepurchasedDuringPeriodFairValue", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "gtlb_StockRepurchasedDuringPeriodTransactionPrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stock Repurchased During Period, Transaction Price", "label": "Stock Repurchased During Period, Transaction Price", "terseLabel": "Transaction price (in dollars per share)" } } }, "localname": "StockRepurchasedDuringPeriodTransactionPrice", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "perShareItemType" }, "gtlb_SubscriptionAndSoftwareMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Subscription and Software", "label": "Subscription and Software [Member]", "terseLabel": "Subscription\u2014self-managed and SaaS" } } }, "localname": "SubscriptionAndSoftwareMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "gtlb_SubscriptionSoftwareAsAServiceMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Subscription, Software As A Service", "label": "Subscription, Software As A Service [Member]", "terseLabel": "SaaS" } } }, "localname": "SubscriptionSoftwareAsAServiceMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "gtlb_TemporaryEquityConversionToPermanentEquityShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Conversion To Permanent Equity, Shares", "label": "Temporary Equity, Conversion To Permanent Equity, Shares", "negatedTerseLabel": "Issuance of common stock upon conversion of preferred stock (in shares)" } } }, "localname": "TemporaryEquityConversionToPermanentEquityShares", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gtlb_TemporaryEquityConversionToPermanentEquityValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Conversion To Permanent Equity, Value", "label": "Temporary Equity, Conversion To Permanent Equity, Value", "negatedTerseLabel": "Issuance of common stock upon conversion of preferred stock" } } }, "localname": "TemporaryEquityConversionToPermanentEquityValue", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gtlb_TemporaryEquitySharesIssuedDuringPeriodIssuanceCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Shares Issued During Period, Issuance Costs", "label": "Temporary Equity, Shares Issued During Period, Issuance Costs", "terseLabel": "Issuance costs" } } }, "localname": "TemporaryEquitySharesIssuedDuringPeriodIssuanceCosts", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficitParenthetical" ], "xbrltype": "monetaryItemType" }, "gtlb_TemporaryEquitySharesRedeemedUponConversionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Shares Redeemed Upon Conversion, Amount", "label": "Temporary Equity, Shares Redeemed Upon Conversion, Amount", "negatedTerseLabel": "Conversion of convertible preferred stock to Class B common stock upon initial public offering" } } }, "localname": "TemporaryEquitySharesRedeemedUponConversionAmount", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gtlb_TemporaryEquitySharesRedeemedUponConversionShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Shares Redeemed Upon Conversion, Shares", "label": "Temporary Equity, Shares Redeemed Upon Conversion, Shares", "negatedTerseLabel": "Conversion of convertible preferred stock to Class B common stock upon initial public offering (in shares)" } } }, "localname": "TemporaryEquitySharesRedeemedUponConversionShares", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gtlb_TemporaryEquityStockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary Equity, Stock Issued During Period, Shares, New Issues", "label": "Temporary Equity, Stock Issued During Period, Shares, New Issues", "terseLabel": "Series E financing, less issuance costs of $326 (in shares)" } } }, "localname": "TemporaryEquityStockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gtlb_TenderOfferMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tender Offer", "label": "Tender Offer [Member]", "terseLabel": "Tender Offer" } } }, "localname": "TenderOfferMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "gtlb_UnvestedEarlyExercisedStockOptionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unvested Early Exercised Stock Options", "label": "Unvested Early Exercised Stock Options [Member]", "terseLabel": "Unvested early exercised stock options" } } }, "localname": "UnvestedEarlyExercisedStockOptionsMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "gtlb_UnvestedRestrictedStockUnitsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Unvested Restricted Stock Units", "label": "Unvested Restricted Stock Units [Member]", "terseLabel": "Unvested RSUs in connection with business combination" } } }, "localname": "UnvestedRestrictedStockUnitsMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "gtlb_VariableInterestEntityInvestmentDuration": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Variable Interest Entity, Investment Duration", "label": "Variable Interest Entity, Investment Duration", "terseLabel": "Investment duration (in years)" } } }, "localname": "VariableInterestEntityInvestmentDuration", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "durationItemType" }, "gtlb_VestedOptionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Vested Options", "label": "Vested Options [Member]", "terseLabel": "Vested Options" } } }, "localname": "VestedOptionsMember", "nsuri": "http://about.gitlab.com/20220131", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_AffiliatedEntityMember": { "auth_ref": [ "r386", "r550", "r551", "r554", "r667", "r683" ], "lang": { "en-us": { "role": { "documentation": "An affiliate is a party that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the entity.", "label": "Affiliated Entity [Member]", "terseLabel": "Affiliated Entity" } } }, "localname": "AffiliatedEntityMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_AsiaPacificMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Region of Asia Pacific.", "label": "Asia Pacific [Member]", "terseLabel": "Asia Pacific" } } }, "localname": "AsiaPacificMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "srt_ChiefExecutiveOfficerMember": { "auth_ref": [ "r216" ], "lang": { "en-us": { "role": { "documentation": "Person with designation of chief executive officer.", "label": "Chief Executive Officer [Member]", "terseLabel": "Chief Executive Officer" } } }, "localname": "ChiefExecutiveOfficerMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ConsolidatedEntitiesAxis": { "auth_ref": [ "r125", "r275", "r279", "r284", "r507", "r508", "r517", "r518", "r557", "r667", "r683", "r694", "r695", "r696" ], "lang": { "en-us": { "role": { "documentation": "Information by consolidated entity or group of entities.", "label": "Consolidated Entities [Axis]", "terseLabel": "Consolidated Entities [Axis]" } } }, "localname": "ConsolidatedEntitiesAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidatedEntitiesDomain": { "auth_ref": [ "r125", "r275", "r279", "r284", "r507", "r508", "r517", "r518", "r557", "r667", "r683", "r694", "r695", "r696" ], "lang": { "en-us": { "role": { "documentation": "Entity or group of entities consolidated into reporting entity.", "label": "Consolidated Entities [Domain]", "terseLabel": "Consolidated Entities [Domain]" } } }, "localname": "ConsolidatedEntitiesDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "domainItemType" }, "srt_ContractualObligationFiscalYearMaturityScheduleTableTextBlock": { "auth_ref": [ "r680" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of contractual obligation by timing of payment due. Includes, but is not limited to, long-term debt obligation, lease obligation, and purchase obligation.", "label": "Contractual Obligation, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Contractual Obligation, Fiscal Year Maturity" } } }, "localname": "ContractualObligationFiscalYearMaturityScheduleTableTextBlock", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/CommitmentsandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "srt_EuropeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Continent of Europe.", "label": "Europe [Member]", "terseLabel": "Europe" } } }, "localname": "EuropeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails" ], "xbrltype": "domainItemType" }, "srt_MajorCustomersAxis": { "auth_ref": [ "r215", "r372", "r378", "r638" ], "lang": { "en-us": { "role": { "documentation": "Information by name or description of a single external customer or a group of external customers.", "label": "Customer [Axis]", "terseLabel": "Customer [Axis]" } } }, "localname": "MajorCustomersAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_MaximumMember": { "auth_ref": [ "r290", "r326", "r390", "r392", "r564", "r565", "r566", "r567", "r568", "r569", "r570", "r635", "r639", "r668", "r669" ], "lang": { "en-us": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r290", "r326", "r390", "r392", "r564", "r565", "r566", "r567", "r568", "r569", "r570", "r635", "r639", "r668", "r669" ], "lang": { "en-us": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_NameOfMajorCustomerDomain": { "auth_ref": [ "r215", "r372", "r378", "r638" ], "lang": { "en-us": { "role": { "documentation": "Single external customer or group of external customers.", "label": "Customer [Domain]", "terseLabel": "Customer [Domain]" } } }, "localname": "NameOfMajorCustomerDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Axis]", "terseLabel": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of entity in which ownership interest is disclosed. Excludes equity method investee and named security investment.", "label": "Ownership [Domain]", "terseLabel": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r210", "r372", "r376", "r573", "r634", "r636" ], "lang": { "en-us": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [ "r210", "r372", "r376", "r573", "r634", "r636" ], "lang": { "en-us": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r290", "r326", "r385", "r390", "r392", "r564", "r565", "r566", "r567", "r568", "r569", "r570", "r635", "r639", "r668", "r669" ], "lang": { "en-us": { "role": { "documentation": "Information by statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r290", "r326", "r385", "r390", "r392", "r564", "r565", "r566", "r567", "r568", "r569", "r570", "r635", "r639", "r668", "r669" ], "lang": { "en-us": { "role": { "documentation": "Statistical measurement. Includes, but is not limited to, minimum, maximum, weighted average, arithmetic average, and median.", "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock": { "auth_ref": [ "r132", "r693" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]", "terseLabel": "Schedule II: Valuation and Qualifying Accounts" } } }, "localname": "ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccounts" ], "xbrltype": "textBlockItemType" }, "srt_SegmentGeographicalDomain": { "auth_ref": [ "r211", "r212", "r372", "r377", "r637", "r658", "r659", "r660", "r661", "r662", "r663", "r664", "r665", "r666", "r682", "r685", "r686", "r687", "r688", "r689", "r690", "r691", "r692" ], "lang": { "en-us": { "role": { "documentation": "Geographical area.", "label": "Geographical [Domain]", "terseLabel": "Geographical [Domain]" } } }, "localname": "SegmentGeographicalDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_StatementGeographicalAxis": { "auth_ref": [ "r211", "r212", "r372", "r377", "r637", "r651", "r658", "r659", "r660", "r661", "r662", "r663", "r664", "r665", "r666", "r682", "r684" ], "lang": { "en-us": { "role": { "documentation": "Information by geographical components.", "label": "Geographical [Axis]", "terseLabel": "Geographical [Axis]" } } }, "localname": "StatementGeographicalAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_SubsidiariesMember": { "auth_ref": [ "r386", "r550", "r551", "r554" ], "lang": { "en-us": { "role": { "documentation": "Entity owned or controlled by another entity.", "label": "Subsidiaries [Member]", "terseLabel": "Subsidiaries" } } }, "localname": "SubsidiariesMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r216", "r553" ], "lang": { "en-us": { "role": { "documentation": "Information by title of individual or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Axis]", "terseLabel": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Title of individual, or nature of relationship to individual or group of individuals.", "label": "Title of Individual [Domain]", "terseLabel": "Title of Individual [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_ValuationAndQualifyingAccountsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]" } } }, "localname": "ValuationAndQualifyingAccountsAbstract", "nsuri": "http://fasb.org/srt/2021-01-31", "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureLineItems", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureTable": { "auth_ref": [ "r126", "r127", "r128", "r130", "r131", "r693" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureTable", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r48", "r560" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableMember": { "auth_ref": [ "r653" ], "lang": { "en-us": { "role": { "documentation": "Due from customers or clients for goods or services that have been delivered or sold.", "label": "Accounts Receivable [Member]", "terseLabel": "Accounts Receivable" } } }, "localname": "AccountsReceivableMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r5", "r33", "r217", "r218" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts Receivable, after Allowance for Credit Loss, Current", "terseLabel": "Accounts receivable, net of allowance for doubtful accounts of $1,098 and $1,022 as of January\u00a031, 2022 and January\u00a031, 2021, respectively" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccrualForTaxesOtherThanIncomeTaxesCurrent": { "auth_ref": [ "r16", "r51", "r436" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails": { "order": 5.0, "parentTag": "gtlb_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrual for Taxes Other than Income Taxes, Current", "terseLabel": "Indirect taxes payable" } } }, "localname": "AccrualForTaxesOtherThanIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedEmployeeBenefitsCurrent": { "auth_ref": [ "r15", "r16", "r51" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails": { "order": 2.0, "parentTag": "gtlb_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations, excluding pension and other postretirement benefits, incurred through that date and payable for perquisites provided to employees pertaining to services received from them. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Employee Benefits, Current", "terseLabel": "ESPP employee contributions" } } }, "localname": "AccruedEmployeeBenefitsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedIncomeTaxesCurrent": { "auth_ref": [ "r25", "r594", "r616" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails": { "order": 6.0, "parentTag": "gtlb_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations.", "label": "Accrued Income Taxes, Current", "terseLabel": "Income taxes payable" } } }, "localname": "AccruedIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedPayrollTaxesCurrentAndNoncurrent": { "auth_ref": [ "r601", "r625" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": 2.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrentAndNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs.", "label": "Accrued Payroll Taxes", "terseLabel": "Payroll taxes payable" } } }, "localname": "AccruedPayrollTaxesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedSalesCommissionCurrent": { "auth_ref": [ "r15", "r16", "r51" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": 3.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrentAndNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for sales commissions. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Sales Commission, Current", "terseLabel": "Accrued commissions" } } }, "localname": "AccruedSalesCommissionCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r46", "r263" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedTerseLabel": "Less: Accumulated depreciation" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r36", "r66", "r67", "r68", "r619", "r644", "r645" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "terseLabel": "Accumulated other comprehensive income (loss)" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r65", "r68", "r75", "r76", "r77", "r134", "r135", "r136", "r515", "r640", "r641", "r699" ], "lang": { "en-us": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive (Loss) Income" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Acquired Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Acquired Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife": { "auth_ref": [ "r251" ], "lang": { "en-us": { "role": { "documentation": "Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Acquired Finite-lived Intangible Assets, Weighted Average Useful Life", "terseLabel": "Intangible assets acquired, useful life" } } }, "localname": "AcquiredFiniteLivedIntangibleAssetsWeightedAverageUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_AdditionalCashFlowElementsAndSupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract]", "terseLabel": "Supplemental disclosure of cash flow information:" } } }, "localname": "AdditionalCashFlowElementsAndSupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r34", "r431", "r560" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r134", "r135", "r136", "r428", "r429", "r430", "r528" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r393", "r395", "r434", "r435" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-based compensation expense" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "auth_ref": [ "r286", "r340", "r347" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants.", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "terseLabel": "Warrant exercised" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net loss to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r437" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising Costs" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r438" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising expenses" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r395", "r424", "r433" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-based Payment Arrangement, Expense", "netLabel": "Stock-based compensation", "terseLabel": "Total stock-based compensation expense, excluding tender offers", "verboseLabel": "Total stock-based compensation expense, tender offer" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": { "auth_ref": [ "r40", "r223", "r230" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.", "label": "Accounts Receivable, Allowance for Credit Loss, Current", "terseLabel": "Allowance for doubtful accounts" } } }, "localname": "AllowanceForDoubtfulAccountsReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r105", "r248", "r256" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization of intangible assets" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r163" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Potentially dilutive securities (in shares)" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r163" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r163" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r120", "r193", "r202", "r208", "r228", "r275", "r276", "r277", "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r507", "r517", "r535", "r558", "r560", "r592", "r615" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "terseLabel": "Total assets", "totalLabel": "TOTAL ASSETS", "verboseLabel": "Assets of consolidated variable interest entity" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r10", "r12", "r62", "r120", "r228", "r275", "r276", "r277", "r278", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r507", "r517", "r535", "r558", "r560" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "CURRENT ASSETS:" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsNet": { "auth_ref": [ "r3", "r647", "r648", "r649", "r650" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of net assets (liabilities).", "label": "Net Assets", "terseLabel": "Net assets" } } }, "localname": "AssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r396", "r426" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r133" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.", "label": "Basis of Presentation and Significant Accounting Policies [Text Block]", "terseLabel": "Basis of Presentation and Summary of Significant Accounting Policies" } } }, "localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r389", "r391" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r389", "r391", "r487", "r488" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionEquityInterestIssuedOrIssuableValueAssigned": { "auth_ref": [ "r498" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of equity interests (such as common shares, preferred shares, or partnership interest) issued or issuable to acquire the entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Value Assigned", "terseLabel": "Fair value of unvested restricted stock" } } }, "localname": "BusinessAcquisitionEquityInterestIssuedOrIssuableValueAssigned", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "auth_ref": [ "r498" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of equity interests issued or issuable to acquire entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares", "terseLabel": "Business combination, stock issued (in shares)" } } }, "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_BusinessAcquisitionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Acquisition [Line Items]", "terseLabel": "Business Acquisition [Line Items]" } } }, "localname": "BusinessAcquisitionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationAcquisitionRelatedCosts": { "auth_ref": [ "r486" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities.", "label": "Business Combination, Acquisition Related Costs", "terseLabel": "Acquisition related costs" } } }, "localname": "BusinessCombinationAcquisitionRelatedCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationAndAssetAcquisitionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combination and Asset Acquisition [Abstract]" } } }, "localname": "BusinessCombinationAndAssetAcquisitionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r493", "r494", "r496" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Consideration transferred" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable": { "auth_ref": [ "r493", "r494" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of equity interests of the acquirer, including instruments or interests issued or issuable in consideration for the business combination.", "label": "Business Combination, Consideration Transferred, Equity Interests Issued and Issuable", "terseLabel": "Fair value of common stock issued on closing" } } }, "localname": "BusinessCombinationConsiderationTransferredEquityInterestsIssuedAndIssuable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiabilityCurrent": { "auth_ref": [ "r492", "r495" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails": { "order": 4.0, "parentTag": "gtlb_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled within one year or the normal operating cycle, if longer.", "label": "Business Combination, Contingent Consideration, Liability, Current", "terseLabel": "Acquisition related contingent cash consideration", "verboseLabel": "Contingent cash consideration (classified under accrued expenses and other current liabilities)" } } }, "localname": "BusinessCombinationContingentConsiderationLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationContingentConsiderationLiabilityNoncurrent": { "auth_ref": [ "r492", "r495" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liability recognized arising from contingent consideration in a business combination, expected to be settled beyond one year or the normal operating cycle, if longer.", "label": "Business Combination, Contingent Consideration, Liability, Noncurrent", "terseLabel": "Contingent cash consideration (classified under other long-term liabilities)" } } }, "localname": "BusinessCombinationContingentConsiderationLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationDisclosureTextBlock": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).", "label": "Business Combination Disclosure [Text Block]", "terseLabel": "Business Combination" } } }, "localname": "BusinessCombinationDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombination" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents": { "auth_ref": [ "r490" ], "calculation": { "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 2.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions, acquired at the acquisition date. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents", "terseLabel": "Cash and cash equivalents" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities": { "auth_ref": [ "r490" ], "calculation": { "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 4.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities", "negatedTerseLabel": "Deferred tax liability" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles": { "auth_ref": [ "r489", "r490" ], "calculation": { "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 5.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of identifiable intangible assets recognized as of the acquisition date.", "label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles", "terseLabel": "Developed technology" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibles", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet": { "auth_ref": [ "r490" ], "calculation": { "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount recognized for assets, including goodwill, in excess of (less than) the aggregate liabilities assumed.", "label": "Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net", "totalLabel": "Net assets acquired" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationsPolicy": { "auth_ref": [ "r485" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.", "label": "Business Combinations Policy [Policy Text Block]", "terseLabel": "Business Combination" } } }, "localname": "BusinessCombinationsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalExpendituresIncurredButNotYetPaid": { "auth_ref": [ "r110", "r111", "r112" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Future cash outflow to pay for purchases of fixed assets that have occurred.", "label": "Capital Expenditures Incurred but Not yet Paid", "terseLabel": "Unpaid property and equipment in accrued expenses" } } }, "localname": "CapitalExpendituresIncurredButNotYetPaid", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostAmortization": { "auth_ref": [ "r237" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Amortization", "negatedTerseLabel": "Amortized during the year", "terseLabel": "Amortization of deferred contract acquisition costs" } } }, "localname": "CapitalizedContractCostAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesScheduleofContractAcquisitionCostsDetails", "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNet": { "auth_ref": [ "r236" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer.", "label": "Capitalized Contract Cost, Net", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance" } } }, "localname": "CapitalizedContractCostNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesScheduleofContractAcquisitionCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetCurrent": { "auth_ref": [ "r236" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as current.", "label": "Capitalized Contract Cost, Net, Current", "terseLabel": "Deferred contract acquisition costs, current" } } }, "localname": "CapitalizedContractCostNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostNetNoncurrent": { "auth_ref": [ "r236" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization and accumulated impairment loss, of asset recognized from cost incurred to obtain or fulfill contract with customer; classified as noncurrent.", "label": "Capitalized Contract Cost, Net, Noncurrent", "terseLabel": "Deferred contract acquisition costs, non-current" } } }, "localname": "CapitalizedContractCostNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalizedContractCostTableTextBlock": { "auth_ref": [ "r238" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of cost capitalized in obtaining or fulfilling contract with customer.", "label": "Capitalized Contract Cost [Table Text Block]", "terseLabel": "Capitalized Contract Cost" } } }, "localname": "CapitalizedContractCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r4", "r43", "r107" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r19", "r108", "r589" ], "lang": { "en-us": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash, Cash Equivalents, and Restricted Cash" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r102", "r107", "r113" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash, cash equivalents and restricted cash at end of period", "periodStartLabel": "Cash, cash equivalents and restricted cash at beginning of period", "totalLabel": "Total cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]", "terseLabel": "Reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above:" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r102", "r538" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "Net increase (decrease) in cash, cash equivalents and restricted cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r117", "r120", "r151", "r152", "r157", "r160", "r162", "r170", "r171", "r172", "r228", "r275", "r279", "r280", "r281", "r284", "r285", "r324", "r325", "r329", "r333", "r535", "r679" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/Cover", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r341" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Warrant exercise price (in USD per share)" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails": { "order": 1.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "terseLabel": "Warrants issued and outstanding (in shares)" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommitmentsAndContingencies": { "auth_ref": [ "r55", "r271", "r602", "r624" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.", "label": "Commitments and Contingencies", "terseLabel": "Commitments and contingencies (Note 14)" } } }, "localname": "CommitmentsAndContingencies", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r268", "r269", "r270", "r272", "r654" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/CommitmentsandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommitmentsAndContingenciesPolicyTextBlock": { "auth_ref": [ "r273", "r655" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.", "label": "Commitments and Contingencies, Policy [Policy Text Block]", "terseLabel": "Commitments and Contingencies, Policy" } } }, "localname": "CommitmentsAndContingenciesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Class A Common Stock" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/Cover", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Class B Common Stock" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/Cover", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance": { "auth_ref": [ "r57" ], "calculation": { "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Aggregate number of common shares reserved for future issuance.", "label": "Common Stock, Capital Shares Reserved for Future Issuance", "terseLabel": "Common stock reserved for future issuance (in shares)", "totalLabel": "Common stock reserved for future issuance (in shares)" } } }, "localname": "CommonStockCapitalSharesReservedForFutureIssuance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r134", "r135", "r528" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r32" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in USD per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r32" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized (in shares)" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r32" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares issued (in shares)" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r32", "r340" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common stock, shares outstanding (in shares)" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r32", "r560" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock, value, issued" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Assets [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "ComponentsOfDeferredTaxAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComponentsOfDeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Liabilities [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "ComponentsOfDeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r70", "r72", "r73", "r82", "r607", "r629" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive loss attributable to\u00a0GitLab" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest": { "auth_ref": [ "r70", "r72", "r81", "r504", "r505", "r526", "r606", "r628" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest", "totalLabel": "Comprehensive loss attributable to noncontrolling interest" } } }, "localname": "ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r70", "r72", "r80", "r503", "r526", "r605", "r627" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest", "totalLabel": "Comprehensive loss including noncontrolling interest" } } }, "localname": "ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomePolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for comprehensive income.", "label": "Comprehensive Income, Policy [Policy Text Block]", "terseLabel": "Comprehensive Loss and Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "ComprehensiveIncomePolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ComputerEquipmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Long lived, depreciable assets that are used in the creation, maintenance and utilization of information systems.", "label": "Computer Equipment [Member]", "terseLabel": "Computers" } } }, "localname": "ComputerEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r181", "r182", "r215", "r532", "r533", "r653" ], "lang": { "en-us": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r181", "r182", "r215", "r532", "r533", "r646", "r653" ], "lang": { "en-us": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r181", "r182", "r215", "r532", "r533", "r646", "r653" ], "lang": { "en-us": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r176", "r611" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Credit Risk and Significant Customers" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r181", "r182", "r215", "r532", "r533" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration risk, percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r181", "r182", "r215", "r532", "r533", "r653" ], "lang": { "en-us": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r114", "r509" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Principles of Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContingentConsiderationClassifiedAsEquityFairValueDisclosure": { "auth_ref": [ "r531" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of contingent consideration in a business combination that is classified in shareholders' equity.", "label": "Contingent Consideration Classified as Equity, Fair Value Disclosure", "terseLabel": "Contingent common stock consideration (classified under additional paid-in capital)" } } }, "localname": "ContingentConsiderationClassifiedAsEquityFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityCurrent": { "auth_ref": [ "r351", "r352", "r373" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as current.", "label": "Contract with Customer, Liability, Current", "terseLabel": "Deferred revenue, current" } } }, "localname": "ContractWithCustomerLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityNoncurrent": { "auth_ref": [ "r351", "r352", "r373" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligation to transfer good or service to customer for which consideration has been received or is receivable, classified as noncurrent.", "label": "Contract with Customer, Liability, Noncurrent", "terseLabel": "Deferred revenue, non-current" } } }, "localname": "ContractWithCustomerLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractWithCustomerLiabilityRevenueRecognized": { "auth_ref": [ "r374" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.", "label": "Contract with Customer, Liability, Revenue Recognized", "terseLabel": "Deferred revenue recognized" } } }, "localname": "ContractWithCustomerLiabilityRevenueRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConversionOfStockAmountConverted1": { "auth_ref": [ "r110", "r111", "r112" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Conversion of Stock, Amount Converted", "terseLabel": "Issuance of common stock upon conversion of preferred stock" } } }, "localname": "ConversionOfStockAmountConverted1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConversionOfStockByUniqueDescriptionAxis": { "auth_ref": [ "r110", "r111", "r112" ], "lang": { "en-us": { "role": { "documentation": "Information by description of stock conversions.", "label": "Stock Conversion Description [Axis]", "terseLabel": "Stock Conversion Description [Axis]" } } }, "localname": "ConversionOfStockByUniqueDescriptionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "us-gaap_ConversionOfStockNameDomain": { "auth_ref": [ "r110", "r111", "r112" ], "lang": { "en-us": { "role": { "documentation": "The unique name of a noncash or part noncash stock conversion.", "label": "Conversion of Stock, Name [Domain]", "terseLabel": "Conversion of Stock, Name [Domain]" } } }, "localname": "ConversionOfStockNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_ConvertiblePreferredStockMember": { "auth_ref": [ "r324", "r325", "r329" ], "lang": { "en-us": { "role": { "documentation": "Preferred stock that may be exchanged into common shares or other types of securities at the owner's option.", "label": "Convertible Preferred Stock [Member]", "terseLabel": "Convertible preferred stock (on an if-converted basis)" } } }, "localname": "ConvertiblePreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfRevenue": { "auth_ref": [ "r89", "r120", "r228", "r275", "r276", "r277", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r535" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate cost of goods produced and sold and services rendered during the reporting period.", "label": "Cost of Revenue", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing cost of sales.", "label": "Cost of Sales [Member]", "terseLabel": "Cost of revenue" } } }, "localname": "CostOfSalesMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostOfSalesPolicyTextBlock": { "auth_ref": [ "r384" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cost of product sold and service rendered.", "label": "Cost of Goods and Service [Policy Text Block]", "terseLabel": "Cost of Revenue" } } }, "localname": "CostOfSalesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CreditConcentrationRiskMember": { "auth_ref": [ "r534" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that a specified receivable or amount at risk from a counterparty under a contractual arrangement is to a specified benchmark, such as total receivables, net revenues, pretax results. Risk is the materially adverse effects of loss attributable to (a) the failure to collect a significant receivable from a major customer or group of homogeneous accounts, or (b) a failure by a counterparty to perform under terms of a contractual arrangement.", "label": "Credit Concentration Risk [Member]", "terseLabel": "Credit Concentration Risk" } } }, "localname": "CreditConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalStateAndLocalTaxExpenseBenefit": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state, local, and federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal, State and Local, Tax Expense (Benefit)", "terseLabel": "Federal and State" } } }, "localname": "CurrentFederalStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r121", "r467" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r121", "r467", "r475", "r477" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Total current" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Current:" } } }, "localname": "CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r116", "r293", "r294", "r295", "r296", "r297", "r298", "r299", "r304", "r311", "r312", "r313", "r318" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "terseLabel": "Debt Financing" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancing" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r23", "r25", "r26", "r119", "r125", "r287", "r288", "r289", "r290", "r291", "r292", "r294", "r300", "r301", "r302", "r303", "r305", "r306", "r307", "r308", "r309", "r310", "r314", "r315", "r316", "r317", "r547", "r593", "r596", "r612" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r53", "r119", "r125", "r287", "r288", "r289", "r290", "r291", "r292", "r294", "r300", "r301", "r302", "r303", "r305", "r306", "r307", "r308", "r309", "r310", "r314", "r315", "r316", "r317", "r547" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredCompensationSharebasedArrangementsLiabilityClassifiedNoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate carrying value as of the balance sheet date of the liabilities for stock option plans and other equity-based compensation arrangements payable after one year (or the operating cycle, if longer).", "label": "Deferred Compensation Share-based Arrangements, Liability, Classified, Noncurrent", "terseLabel": "Deferred compensation liability, noncurrent" } } }, "localname": "DeferredCompensationSharebasedArrangementsLiabilityClassifiedNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]" } } }, "localname": "DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DeferredFederalStateAndLocalTaxExpenseBenefit": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state, local, and federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal, State and Local, Tax Expense (Benefit)", "terseLabel": "Federal and State" } } }, "localname": "DeferredFederalStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r121", "r468", "r475" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r105", "r121", "r468", "r475", "r476", "r477" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "totalLabel": "Total deferred" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred:" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredOfferingCosts": { "auth_ref": [ "r61", "r235" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Specific incremental costs directly attributable to a proposed or actual offering of securities which are deferred at the end of the reporting period.", "label": "Deferred Offering Costs", "terseLabel": "Deferred offering costs" } } }, "localname": "DeferredOfferingCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAndOtherLiabilitiesNoncurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences, with jurisdictional netting, and liabilities classified as noncurrent and other.", "label": "Deferred Tax and Other Liabilities, Noncurrent", "terseLabel": "Deferred tax liabilities" } } }, "localname": "DeferredTaxAndOtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsDeferredIncome": { "auth_ref": [ "r465", "r466" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income.", "label": "Deferred Tax Assets, Deferred Income", "terseLabel": "Deferred revenue" } } }, "localname": "DeferredTaxAssetsDeferredIncome", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from intangible assets including goodwill.", "label": "Deferred Tax Assets, Goodwill and Intangible Assets", "terseLabel": "Intangibles" } } }, "localname": "DeferredTaxAssetsGoodwillAndIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r458" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Gross deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNet": { "auth_ref": [ "r460" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Net of Valuation Allowance", "totalLabel": "Net deferred tax assets" } } }, "localname": "DeferredTaxAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r465", "r466" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net operating loss carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwardsResearch": { "auth_ref": [ "r463", "r465", "r466" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible research tax credit carryforwards.", "label": "Deferred Tax Assets, Tax Credit Carryforwards, Research", "terseLabel": "Research tax credits" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwardsResearch", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost": { "auth_ref": [ "r465", "r466" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost", "terseLabel": "Stock-based compensation" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities": { "auth_ref": [ "r465", "r466" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from accrued liabilities.", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities", "terseLabel": "Accruals and other assets" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r459" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedTerseLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r443", "r460" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Net deferred tax liabilities", "terseLabel": "Deferred tax liabilities, net" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails", "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets": { "auth_ref": [ "r465", "r466" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill.", "label": "Deferred Tax Liabilities, Intangible Assets", "negatedTerseLabel": "Acquired intangibles" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssetsIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanCostRecognized": { "auth_ref": [ "r387" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost for defined contribution plan.", "label": "Defined Contribution Plan, Cost", "terseLabel": "Defined contribution plan, contribution amount" } } }, "localname": "DefinedContributionPlanCostRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/TeamMemberBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanTextBlock": { "auth_ref": [ "r387", "r388" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for defined contribution plan.", "label": "Defined Contribution Plan [Text Block]", "terseLabel": "Team Member Benefit Plans" } } }, "localname": "DefinedContributionPlanTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/TeamMemberBenefitPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r105", "r261" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "terseLabel": "Depreciation" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r105", "r191" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation expense" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DevelopedTechnologyRightsMember": { "auth_ref": [ "r491" ], "lang": { "en-us": { "role": { "documentation": "Rights to developed technology, which can include the right to develop, use, market, sell, or offer for sale products, compounds, or intellectual property.", "label": "Developed Technology Rights [Member]", "terseLabel": "Developed Technology" } } }, "localname": "DevelopedTechnologyRightsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisaggregationOfRevenueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Disaggregation of Revenue [Line Items]", "terseLabel": "Disaggregation of Revenue [Line Items]" } } }, "localname": "DisaggregationOfRevenueLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTable": { "auth_ref": [ "r372", "r376", "r377", "r378", "r379", "r380", "r381", "r382" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table]", "terseLabel": "Disaggregation of Revenue [Table]" } } }, "localname": "DisaggregationOfRevenueTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DisaggregationOfRevenueTableTextBlock": { "auth_ref": [ "r372" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.", "label": "Disaggregation of Revenue [Table Text Block]", "terseLabel": "Disaggregation of Revenue" } } }, "localname": "DisaggregationOfRevenueTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock": { "auth_ref": [ "r396", "r426" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of share-based payment arrangement.", "label": "Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]", "terseLabel": "Disclosure of Share-based Compensation Arrangements by Share-based Payment Award" } } }, "localname": "DisclosureOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Federal" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r83", "r139", "r140", "r142", "r143", "r144", "r148", "r151", "r160", "r161", "r162", "r166", "r167", "r529", "r530", "r608", "r630" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Net loss per share attributable to GitLab Class A and Class B common stockholders, basic", "verboseLabel": "Basic (in USD per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/NetLossperShareScheduleofEarningPerShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r83", "r139", "r140", "r142", "r143", "r144", "r151", "r160", "r161", "r162", "r166", "r167", "r529", "r530", "r608", "r630" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Net loss per share attributable to GitLab Class A and Class B common stockholders, diluted", "verboseLabel": "Diluted (in USD per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/NetLossperShareScheduleofEarningPerShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r163", "r164" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Loss per Share Attributable to Common Stockholders" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r163", "r164", "r165", "r168" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Net Loss per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r538" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "terseLabel": "Impact of foreign exchange on cash, cash equivalents and restricted cash" } } }, "localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r445" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Total" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r123", "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Tax at federal statutory rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Change in valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationDeductions": { "auth_ref": [ "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 9.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operations attributable to deduction. Includes, but is not limited to, dividend deduction, deduction for dividend paid to employee stock ownership plan (ESOP), Medicare prescription drug benefit subsidy deduction, and other deductions.", "label": "Effective Income Tax Rate Reconciliation, Deduction, Percent", "terseLabel": "Foreign derived intangible income deduction" } } }, "localname": "EffectiveIncomeTaxRateReconciliationDeductions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "terseLabel": "Foreign rate differential" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost": { "auth_ref": [ "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying domestic federal statutory income tax rate to pretax income (loss) from continuing operation, attributable to nondeductible expense for share-based payment arrangement.", "label": "Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Payment Arrangement, Percent", "terseLabel": "Stock-based compensation" } } }, "localname": "EffectiveIncomeTaxRateReconciliationNondeductibleExpenseShareBasedCompensationCost", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherAdjustments": { "auth_ref": [ "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Percent", "terseLabel": "Other" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State, net of federal benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxContingencies": { "auth_ref": [ "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to income tax contingencies. Includes, but not limited to, domestic tax contingency, foreign tax contingency, state and local tax contingency, and other contingencies.", "label": "Effective Income Tax Rate Reconciliation, Tax Contingency, Percent", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxContingencies", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCreditsResearch": { "auth_ref": [ "r445", "r479" ], "calculation": { "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": -1.0 } }, "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to research tax credit.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent", "negatedTerseLabel": "Research tax credit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCreditsResearch", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r51" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Employee-related Liabilities, Current", "verboseLabel": "Accrued compensation and benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeRelatedLiabilitiesCurrentAndNoncurrent": { "auth_ref": [ "r601", "r625" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Employee-related Liabilities", "totalLabel": "Total accrued compensation and benefits" } } }, "localname": "EmployeeRelatedLiabilitiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r425" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Compensation expense not yet recognized" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r425" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Period for recognition (in years)" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions": { "auth_ref": [ "r425" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost to be recognized for option under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount", "terseLabel": "Compensation expense not yet recognized" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedStockOptions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense": { "auth_ref": [ "r424" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of tax benefit for recognition of expense of award under share-based payment arrangement.", "label": "Share-based Payment Arrangement, Expense, Tax Benefit", "terseLabel": "Tax benefit for stock-based compensation expense" } } }, "localname": "EmployeeServiceShareBasedCompensationTaxBenefitFromCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "An Employee Stock Purchase Plan is a tax-efficient means by which employees of a corporation can purchase the corporation's stock.", "label": "Employee Stock [Member]", "terseLabel": "Shares subject to the 2021 ESPP" } } }, "localname": "EmployeeStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails", "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [ "r422" ], "lang": { "en-us": { "role": { "documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.", "label": "Share-based Payment Arrangement, Option [Member]", "terseLabel": "Shares subject to outstanding common stock options", "verboseLabel": "Stock options" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails", "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r0", "r75", "r76", "r77", "r134", "r135", "r136", "r138", "r145", "r147", "r169", "r229", "r340", "r347", "r428", "r429", "r430", "r471", "r472", "r528", "r539", "r540", "r541", "r542", "r543", "r544", "r640", "r641", "r642", "r699" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_ErrorCorrectionsAndPriorPeriodAdjustmentsRestatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Error Corrections and Prior Period Adjustments Restatement [Line Items]", "terseLabel": "Error Corrections and Prior Period Adjustments Restatement [Line Items]" } } }, "localname": "ErrorCorrectionsAndPriorPeriodAdjustmentsRestatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueMeasurementPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.", "label": "Fair Value Measurement, Policy [Policy Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueMeasurementPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination.", "label": "Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]", "terseLabel": "Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination" } } }, "localname": "FiniteLivedAndIndefiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r255" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "negatedTerseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r257" ], "calculation": { "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails": { "order": 1.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year One", "terseLabel": "2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r257" ], "calculation": { "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails": { "order": 3.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three", "terseLabel": "2025" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r257" ], "calculation": { "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails": { "order": 2.0, "parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two", "terseLabel": "2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r249", "r252", "r255", "r258", "r574", "r575" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r255", "r575" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Gross Carrying Amount" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r249", "r254" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FiniteLivedIntangibleAssetsNet": { "auth_ref": [ "r255", "r574" ], "calculation": { "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Net", "totalLabel": "Total future amortization", "verboseLabel": "Net Book Value" } } }, "localname": "FiniteLivedIntangibleAssetsNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofFutureAmortizationExpenseDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinitelivedIntangibleAssetsAcquired1": { "auth_ref": [ "r250" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in assets, excluding financial assets, lacking physical substance with a definite life, from an acquisition.", "label": "Finite-lived Intangible Assets Acquired", "terseLabel": "Finite-lived intangible assets acquired" } } }, "localname": "FinitelivedIntangibleAssetsAcquired1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiscalPeriod": { "auth_ref": [ "r500" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining an entity's fiscal year or other fiscal period. This disclosure may include identification of the fiscal period end-date, the length of the fiscal period, any reporting period lag between the entity and its subsidiaries, or equity investees. If a reporting lag exists, the closing date of the entity having a different period end is generally noted, along with an explanation of the necessity for using different closing dates. Any intervening events that materially affect the entity's financial position or results of operations are generally also disclosed.", "label": "Fiscal Period, Policy [Policy Text Block]", "terseLabel": "Fiscal Year" } } }, "localname": "FiscalPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "Foreign" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyTransactionGainLossRealized": { "auth_ref": [ "r536", "r537" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of foreign currency transaction realized gain (loss) recognized in the income statement.", "label": "Foreign Currency Transaction Gain (Loss), Realized", "terseLabel": "Foreign exchange gains (losses)" } } }, "localname": "ForeignCurrencyTransactionGainLossRealized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionGainLossUnrealized": { "auth_ref": [ "r106", "r536", "r537" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of foreign currency transaction unrealized gain (loss) recognized in the income statement.", "label": "Foreign Currency Transaction Gain (Loss), Unrealized", "negatedTerseLabel": "Unrealized foreign exchange (gain) loss" } } }, "localname": "ForeignCurrencyTransactionGainLossUnrealized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r546" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r90" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and Administrative Expense", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpenseMember": { "auth_ref": [ "r84" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing general and administrative expense.", "label": "General and Administrative Expense [Member]", "terseLabel": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpenseMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GeographicConcentrationRiskMember": { "auth_ref": [ "r180", "r653" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that a specified dollar value on the balance sheet or income statement in the period from one or more specified geographic areas is to a corresponding consolidated, segment, or product line amount. Risk is the materially adverse effects of economic decline or antagonistic political actions resulting in loss of assets, sales volume, labor supply, or source of materials and supplies in a US state or a specified country, continent, or region such as EMEA (Europe, Middle East, Africa).", "label": "Geographic Concentration Risk [Member]", "terseLabel": "Geographic Concentration Risk" } } }, "localname": "GeographicConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r239", "r241", "r560", "r590" ], "calculation": { "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails": { "order": 1.0, "parentTag": "us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredGoodwillAndLiabilitiesAssumedNet", "weight": 1.0 }, "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Balance as of January 31, 2022", "periodStartLabel": "Balance as of January 31, 2021", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetRollforwardofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAcquiredDuringPeriod": { "auth_ref": [ "r242" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.", "label": "Goodwill, Acquired During Period", "terseLabel": "Addition" } } }, "localname": "GoodwillAcquiredDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetRollforwardofGoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r259" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for goodwill and intangible assets.", "label": "Goodwill and Intangible Assets Disclosure [Text Block]", "terseLabel": "Goodwill and Intangible Assets, Net" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillImpairmentLoss": { "auth_ref": [ "r105", "r240", "r243", "r245" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of loss from the write-down of an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Impairment Loss", "terseLabel": "Goodwill impairment" } } }, "localname": "GoodwillImpairmentLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetRollforwardofGoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r86", "r120", "r193", "r201", "r204", "r207", "r209", "r228", "r275", "r276", "r277", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r535" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "totalLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock": { "auth_ref": [ "r260", "r266" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.", "label": "Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]", "terseLabel": "Impairment of Long-Lived Assets" } } }, "localname": "ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r122", "r478" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "US" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofTotalIncomeLossFromContinuingOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r78", "r193", "r201", "r204", "r207", "r209", "r588", "r603", "r609", "r632" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "terseLabel": "Loss before income taxes", "totalLabel": "Loss before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/IncomeTaxesComponentsofTotalIncomeLossFromContinuingOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r122", "r478" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesComponentsofTotalIncomeLossFromContinuingOperationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r77", "r87" ], "calculation": { "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before tax, of income (loss) including portion attributable to noncontrolling interest. Includes, but is not limited to, income (loss) from continuing operations, discontinued operations and equity method investments.", "label": "Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax", "totalLabel": "Net loss before income taxes" } } }, "localname": "IncomeLossIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r265", "r267" ], "lang": { "en-us": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [ "r267" ], "lang": { "en-us": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r448" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r123", "r446", "r456", "r462", "r473", "r480", "r482", "r483", "r484" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r124", "r146", "r147", "r192", "r444", "r474", "r481", "r633" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_ProfitLoss", "weight": -1.0 }, "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Provision for (benefit from) income taxes", "totalLabel": "Provision for (benefit from) income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/IncomeTaxesScheduleofIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r74", "r441", "r442", "r456", "r457", "r461", "r469" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r109" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Cash paid for income taxes" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r104" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r104" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedTerseLabel": "Accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInContractWithCustomerLiability": { "auth_ref": [ "r104", "r571" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable.", "label": "Increase (Decrease) in Contract with Customer, Liability", "terseLabel": "Deferred revenue" } } }, "localname": "IncreaseDecreaseInContractWithCustomerLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInEmployeeRelatedLiabilities": { "auth_ref": [ "r104" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Increase (Decrease) in Employee Related Liabilities", "terseLabel": "Accrued compensation and benefits" } } }, "localname": "IncreaseDecreaseInEmployeeRelatedLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherNoncurrentAssets": { "auth_ref": [ "r104" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in noncurrent assets classified as other.", "label": "Increase (Decrease) in Other Noncurrent Assets", "negatedTerseLabel": "Other long-term assets" } } }, "localname": "IncreaseDecreaseInOtherNoncurrentAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherNoncurrentLiabilities": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in noncurrent operating liabilities classified as other.", "label": "Increase (Decrease) in Other Noncurrent Liabilities", "terseLabel": "Other long-term liabilities" } } }, "localname": "IncreaseDecreaseInOtherNoncurrentLiabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets": { "auth_ref": [ "r104" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in prepaid expenses, and assets classified as other.", "label": "Increase (Decrease) in Prepaid Expense and Other Assets", "negatedTerseLabel": "Prepaid expenses and other current assets" } } }, "localname": "IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInTemporaryEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Temporary Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Temporary Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInTemporaryEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r247", "r253" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangible assets, net" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r91", "r190" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "terseLabel": "Interest income" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentPolicyTextBlock": { "auth_ref": [ "r227", "r631" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for investment in financial asset.", "label": "Investment, Policy [Policy Text Block]", "terseLabel": "Short-Term Investments" } } }, "localname": "InvestmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r262" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r50", "r120", "r203", "r228", "r275", "r276", "r277", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r508", "r517", "r518", "r535", "r558", "r559" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "terseLabel": "Total liabilities", "totalLabel": "TOTAL LIABILITIES" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r39", "r120", "r228", "r535", "r560", "r598", "r622" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS\u2019 EQUITY (DEFICIT)" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS\u2019 EQUITY (DEFICIT)" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r52", "r120", "r228", "r275", "r276", "r277", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r508", "r517", "r518", "r535", "r558", "r559", "r560" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "CURRENT LIABILITIES:" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LicenseMember": { "auth_ref": [ "r376" ], "lang": { "en-us": { "role": { "documentation": "Right to use intangible asset. Intangible asset includes, but is not limited to, patent, copyright, technology, manufacturing process, software or trademark.", "label": "License [Member]", "terseLabel": "License\u2014self-managed" } } }, "localname": "LicenseMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Line of Credit Facility [Line Items]", "terseLabel": "Line of Credit Facility [Line Items]" } } }, "localname": "LineOfCreditFacilityLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r49" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityTable": { "auth_ref": [ "r49", "r119" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.", "label": "Line of Credit Facility [Table]", "terseLabel": "Line of Credit Facility [Table]" } } }, "localname": "LineOfCreditFacilityTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongTermPurchaseCommitmentAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The minimum amount the entity agreed to spend under the long-term purchase commitment.", "label": "Long-term Purchase Commitment, Amount", "terseLabel": "Minimum service commitment" } } }, "localname": "LongTermPurchaseCommitmentAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r53" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r53", "r274" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/DebtFinancingDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongtermPurchaseCommitmentPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period covered by the long-term purchase commitment, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Long-term Purchase Commitment, Period", "terseLabel": "Service commitment period (in years)" } } }, "localname": "LongtermPurchaseCommitmentPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LossContingencyAccrualAtCarryingValue": { "auth_ref": [ "r271" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of loss contingency liability.", "label": "Loss Contingency Accrual", "terseLabel": "Estimate of possible loss" } } }, "localname": "LossContingencyAccrualAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/CommitmentsandContingenciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterest": { "auth_ref": [ "r60", "r120", "r228", "r275", "r279", "r280", "r281", "r284", "r285", "r535", "r597", "r621" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).", "label": "Stockholders' Equity Attributable to Noncontrolling Interest", "terseLabel": "Noncontrolling interests" } } }, "localname": "MinorityInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Noncontrolling Interest [Line Items]", "terseLabel": "Noncontrolling Interest [Line Items]" } } }, "localname": "MinorityInterestLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByNoncontrollingOwners": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The equity interest of noncontrolling shareholders, partners or other equity holders in consolidated entity.", "label": "Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners", "terseLabel": "Ownership percentage by noncontrolling owners" } } }, "localname": "MinorityInterestOwnershipPercentageByNoncontrollingOwners", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage.", "label": "Noncontrolling Interest, Ownership Percentage by Parent", "terseLabel": "Ownership percentage" } } }, "localname": "MinorityInterestOwnershipPercentageByParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MinorityInterestTable": { "auth_ref": [ "r60", "r88", "r502", "r516" ], "lang": { "en-us": { "role": { "documentation": "Schedule of noncontrolling interest disclosure which includes the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.", "label": "Noncontrolling Interest [Table]", "terseLabel": "Noncontrolling Interest [Table]" } } }, "localname": "MinorityInterestTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MovementInValuationAllowancesAndReservesRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]", "terseLabel": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]" } } }, "localname": "MovementInValuationAllowancesAndReservesRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NatureOfOperations": { "auth_ref": [ "r173", "r186" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.", "label": "Nature of Operations [Text Block]", "terseLabel": "Organization and Description of Business" } } }, "localname": "NatureOfOperations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/OrganizationandDescriptionofBusiness" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r102" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "CASH FLOWS FROM FINANCING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r102" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "CASH FLOWS FROM INVESTING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r102", "r103", "r106" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash used in operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities, Continuing Operations [Abstract]", "terseLabel": "CASH FLOWS FROM OPERATING ACTIVITIES:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r2", "r69", "r71", "r77", "r79", "r106", "r120", "r137", "r139", "r140", "r142", "r143", "r146", "r147", "r158", "r193", "r201", "r204", "r207", "r209", "r228", "r275", "r276", "r277", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r530", "r535", "r604", "r626" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "totalLabel": "Net loss attributable to GitLab" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r69", "r71", "r77", "r146", "r147", "r511", "r525" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "weight": 1.0 }, "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "terseLabel": "Net loss attributable to noncontrolling interest" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss", "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r139", "r140", "r142", "r143", "r148", "r149", "r159", "r162", "r193", "r201", "r204", "r207", "r209" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Net loss attributable to GitLab, Basic" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofEarningPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted": { "auth_ref": [ "r150", "r153", "r154", "r155", "r156", "r159", "r162" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Diluted", "terseLabel": "Net loss attributable to GitLab, Diluted" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersDiluted", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofEarningPerShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncashInvestingAndFinancingItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Noncash Investing and Financing Items [Abstract]", "terseLabel": "Supplemental disclosure of non-cash investing and financing activities:" } } }, "localname": "NoncashInvestingAndFinancingItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Noncontrolling Interest [Abstract]" } } }, "localname": "NoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest": { "auth_ref": [ "r348", "r506", "r513" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in noncontrolling interest from sale of a portion of the parent's controlling interest.", "label": "Noncontrolling Interest, Increase from Sale of Parent Equity Interest", "terseLabel": "Capital contributions from noncontrolling interest holders" } } }, "localname": "NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_NoncontrollingInterestMember": { "auth_ref": [ "r134", "r135", "r136", "r347", "r501" ], "lang": { "en-us": { "role": { "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest.", "label": "Noncontrolling Interest [Member]", "terseLabel": "Noncontrolling Interests" } } }, "localname": "NoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_NumberOfOperatingSegments": { "auth_ref": [ "r187" ], "lang": { "en-us": { "role": { "documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.", "label": "Number of Operating Segments", "terseLabel": "Number of operating segments" } } }, "localname": "NumberOfOperatingSegments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_NumberOfReportingUnits": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of reporting units tested for impairment of goodwill. A reporting unit is an operating segment or one level below an operating segment.", "label": "Number of Reporting Units", "terseLabel": "Number of reporting units" } } }, "localname": "NumberOfReportingUnits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Operating expenses:" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r193", "r201", "r204", "r207", "r209" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 }, "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r463" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Net operating loss carryforwards" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r15", "r16", "r17", "r51" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails": { "order": 1.0, "parentTag": "gtlb_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "Accrued expenses" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssets": { "auth_ref": [ "r22", "r591", "r614" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets classified as other.", "label": "Other Assets", "terseLabel": "Other assets" } } }, "localname": "OtherAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r61", "r560" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 7.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "terseLabel": "Other current assets" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsMiscellaneousNoncurrent": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1": { "order": 1.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of other miscellaneous assets expected to be realized or consumed after one year or normal operating cycle, if longer.", "label": "Other Assets, Miscellaneous, Noncurrent", "terseLabel": "Other long-term assets" } } }, "localname": "OtherAssetsMiscellaneousNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r47" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other long-term assets", "totalLabel": "Other long-term assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1", "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r503", "r504", "r514" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to noncontrolling interests.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest", "terseLabel": "Foreign currency translation adjustments attributable to noncontrolling interest" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r503", "r504", "r514" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Foreign currency translation adjustments" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r64" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax", "terseLabel": "Foreign currency translation adjustments" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherEmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r51" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails": { "order": 1.0, "parentTag": "us-gaap_EmployeeRelatedLiabilitiesCurrentAndNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of obligations incurred for employer-related costs classified as other, payable within one year or the normal operating cycle, if longer.", "label": "Other Employee-related Liabilities, Current", "terseLabel": "Accrued team member related payables, excluding commissions" } } }, "localname": "OtherEmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedCompensationandBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesCurrent": { "auth_ref": [ "r14", "r15", "r51", "r560" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails": { "order": 3.0, "parentTag": "gtlb_AccruedLiabilitiesAndOtherLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Current", "terseLabel": "Other current liabilities" } } }, "localname": "OtherLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofAccruedExpensesandOtherCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r54" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other non-current liabilities", "totalLabel": "Total other long-term liabilities" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncashIncomeExpense": { "auth_ref": [ "r106" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) included in net income that results in no cash inflow (outflow), classified as other.", "label": "Other Noncash Income (Expense)", "negatedTerseLabel": "Other non-cash expense" } } }, "localname": "OtherNoncashIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncurrentLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of other noncurrent liabilities.", "label": "Other Noncurrent Liabilities [Table Text Block]", "terseLabel": "Other Noncurrent Liabilities" } } }, "localname": "OtherNoncurrentLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r92" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 }, "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "terseLabel": "Other income, net", "verboseLabel": "Other income (expense), net" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherPrepaidExpenseCurrent": { "auth_ref": [ "r6", "r11", "r234" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Other Prepaid Expense, Current", "terseLabel": "Other prepaid expenses" } } }, "localname": "OtherPrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherSundryLiabilitiesNoncurrent": { "auth_ref": [ "r27", "r595", "r617" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_OtherLiabilitiesNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Obligations not otherwise itemized or categorized in the footnotes to the financial statements that are expected to be paid after one year (or the normal operating cycle, if longer), from the balance sheet date.", "label": "Other Sundry Liabilities, Noncurrent", "terseLabel": "Other long-term liabilities" } } }, "localname": "OtherSundryLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsOtherLongTermLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OverAllotmentOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Right given to the underwriter to sell additional shares over the initial allotment.", "label": "Over-Allotment Option [Member]", "terseLabel": "Over-Allotment Option" } } }, "localname": "OverAllotmentOptionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForProceedsFromOtherInvestingActivities": { "auth_ref": [ "r93", "r96" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash (inflow) outflow from investing activities classified as other.", "label": "Payments for (Proceeds from) Other Investing Activities", "negatedTerseLabel": "Other investing activities" } } }, "localname": "PaymentsForProceedsFromOtherInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r99" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedLabel": "Repurchase of common stock in a tender offer" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r100" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedTerseLabel": "Payments of deferred offering costs", "terseLabel": "Payments of deferred offering costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesGross": { "auth_ref": [ "r94", "r497" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.", "label": "Payments to Acquire Businesses, Gross", "terseLabel": "Cash consideration" } } }, "localname": "PaymentsToAcquireBusinessesGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": { "auth_ref": [ "r94" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.", "label": "Payments to Acquire Businesses, Net of Cash Acquired", "negatedTerseLabel": "Payments for business combination, net of cash acquired and consideration withheld in an escrow" } } }, "localname": "PaymentsToAcquireBusinessesNetOfCashAcquired", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireIntangibleAssets": { "auth_ref": [ "r95" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill.", "label": "Payments to Acquire Intangible Assets", "negatedTerseLabel": "Payments for asset acquisitions" } } }, "localname": "PaymentsToAcquireIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r95" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedTerseLabel": "Purchases of property and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireShortTermInvestments": { "auth_ref": [ "r96" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for securities or other assets acquired, which qualify for treatment as an investing activity and are to be liquidated, if necessary, within the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the short-term.", "label": "Payments to Acquire Short-term Investments", "negatedTerseLabel": "Purchases of short-term investments" } } }, "localname": "PaymentsToAcquireShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r396", "r426" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company.", "label": "Preferred Stock [Member]", "terseLabel": "Preferred Stock" } } }, "localname": "PreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r31", "r324" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value (in USD per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized (in shares)" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r31", "r324" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued (in shares)" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock, shares outstanding (in shares)" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r31", "r560" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock, $0.0000025 par value; 50,000\u00a0shares and no shares authorized as of January\u00a031, 2022 and January\u00a031, 2021, respectively; no shares issued and outstanding as of January\u00a031, 2022 and January\u00a031, 2021, respectively" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidAdvertising": { "auth_ref": [ "r9", "r233", "r234" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration paid in advance for advertising that provides economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Advertising", "terseLabel": "Prepaid advertising costs" } } }, "localname": "PrepaidAdvertising", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r10", "r41", "r42" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "totalLabel": "Total prepaid expense and other current assets", "verboseLabel": "Prepaid expenses and other current assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidInsurance": { "auth_ref": [ "r7", "r11", "r231", "r234" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 8.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for insurance that provides economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Insurance", "terseLabel": "Prepaid insurance" } } }, "localname": "PrepaidInsurance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidTaxes": { "auth_ref": [ "r8", "r11", "r232", "r234" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_PrepaidExpenseAndOtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for income and other taxes that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Taxes", "terseLabel": "Prepaid income taxes" } } }, "localname": "PrepaidTaxes", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsPrepaidExpensesandOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r97" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "terseLabel": "Proceeds from initial public offering, net of underwriting discounts" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r97" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "terseLabel": "Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfSharesUnderIncentiveAndShareBasedCompensationPlansIncludingStockOptions": { "auth_ref": [ "r97", "r427" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from issuance of shares under share-based payment arrangement. Includes, but is not limited to, option exercised.", "label": "Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised", "terseLabel": "Proceeds from the issuance of common stock upon exercise of stock options, including early exercises, net of repurchases" } } }, "localname": "ProceedsFromIssuanceOfSharesUnderIncentiveAndShareBasedCompensationPlansIncludingStockOptions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromMaturitiesPrepaymentsAndCallsOfShorttermInvestments": { "auth_ref": [ "r93", "r96" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from maturities, prepayments, calls and collections of all investments, including securities and other assets, having ready marketability and intended by management to be liquidated, if necessary, within the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the short-term.", "label": "Proceeds from Maturities, Prepayments and Calls of Short-term Investments", "terseLabel": "Proceeds from maturities of short-term investments" } } }, "localname": "ProceedsFromMaturitiesPrepaymentsAndCallsOfShorttermInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromMinorityShareholders": { "auth_ref": [ "r98" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from a noncontrolling interest. Includes, but is not limited to, purchase of additional shares or other increase in noncontrolling interest ownership.", "label": "Proceeds from Noncontrolling Interests", "terseLabel": "Contributions received from noncontrolling interests" } } }, "localname": "ProceedsFromMinorityShareholders", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromWarrantExercises": { "auth_ref": [ "r97" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from holders exercising their stock warrants.", "label": "Proceeds from Warrant Exercises", "terseLabel": "Proceeds from warrants exercised" } } }, "localname": "ProceedsFromWarrantExercises", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductConcentrationRiskMember": { "auth_ref": [ "r179" ], "lang": { "en-us": { "role": { "documentation": "Reflects the percentage that revenues during the period from a specified product are to a specified benchmark, such as total net revenues, segment revenues or product line revenues. May also reflect the percentage contribution the product made to operating results. Risk is materially adverse effects of a loss of sales of a significant product or line of products, which could occur upon loss of rights to sell, distribute or license others; loss of patent or copyright protection; or technological obsolescence.", "label": "Product Concentration Risk [Member]", "terseLabel": "Product Concentration Risk" } } }, "localname": "ProductConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r2", "r69", "r71", "r77", "r101", "r120", "r137", "r146", "r147", "r193", "r201", "r204", "r207", "r209", "r228", "r275", "r276", "r277", "r279", "r280", "r281", "r282", "r283", "r284", "r285", "r503", "r510", "r512", "r525", "r526", "r530", "r535", "r609" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 }, "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Net loss", "totalLabel": "Net loss" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows", "http://about.gitlab.com/role/ConsolidatedStatementsofComprehensiveLoss", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r46", "r264" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r45", "r262" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r20", "r21", "r264", "r560", "r610", "r623" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and equipment, net", "totalLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r44", "r264", "r656", "r657" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment, net" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r20", "r264" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Property, Plant and Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r20", "r262" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Long-Lived Tangible Asset [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Property and equipment, useful life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_PurchaseObligation": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/CommitmentsandContingenciesHostingInfrastructureCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Minimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier.", "label": "Purchase Obligation", "totalLabel": "Total" } } }, "localname": "PurchaseObligation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/CommitmentsandContingenciesHostingInfrastructureCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PurchaseObligationDueInNextTwelveMonths": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/CommitmentsandContingenciesHostingInfrastructureCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_PurchaseObligation", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of purchase arrangement to be paid in next fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Purchase Obligation, to be Paid, Year One", "terseLabel": "Less than 1 Year" } } }, "localname": "PurchaseObligationDueInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/CommitmentsandContingenciesHostingInfrastructureCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r386", "r550", "r551" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r386", "r550", "r551", "r554" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]", "terseLabel": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [ "r386" ], "lang": { "en-us": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]", "terseLabel": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r386", "r550", "r554", "r576", "r577", "r578", "r579", "r580", "r581", "r582", "r583", "r584", "r585", "r586", "r587" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r548", "r549", "r551", "r555", "r556" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r439", "r572", "r670" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpenseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption in which the reported facts about research and development expense have been included.", "label": "Research and Development Expense [Member]", "terseLabel": "Research and development" } } }, "localname": "ResearchAndDevelopmentExpenseMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r439" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ResearchMember": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "Research tax credit carryforwards arising from certain qualifying expenditures incurred to develop new products and processes.", "label": "Research Tax Credit Carryforward [Member]", "terseLabel": "Research Tax Credit Carryforward" } } }, "localname": "ResearchMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedCash": { "auth_ref": [ "r113", "r589", "r618" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCash", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedCashNoncurrent": { "auth_ref": [ "r13", "r22", "r113", "r652" ], "calculation": { "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1": { "order": 3.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 }, "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash restricted as to withdrawal or usage, classified as noncurrent. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits.", "label": "Restricted Cash, Noncurrent", "terseLabel": "Restricted cash" } } }, "localname": "RestrictedCashNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofOtherLongTermAssetsDetails_1", "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r163" ], "lang": { "en-us": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "terseLabel": "Restricted Stock" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "RSUs" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r35", "r347", "r431", "r560", "r620", "r643", "r645" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r0", "r134", "r135", "r136", "r138", "r145", "r147", "r229", "r428", "r429", "r430", "r471", "r472", "r528", "r640", "r642" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated Deficit" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenue from Contract with Customer [Abstract]" } } }, "localname": "RevenueFromContractWithCustomerAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": { "auth_ref": [ "r188", "r189", "r200", "r205", "r206", "r210", "r211", "r215", "r371", "r372", "r573" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.", "label": "Revenue from Contract with Customer, Excluding Assessed Tax", "terseLabel": "Total revenue", "verboseLabel": "Revenue" } } }, "localname": "RevenueFromContractWithCustomerExcludingAssessedTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyGeographicRegionDetails", "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueFromContractWithCustomerMember": { "auth_ref": [ "r181", "r215" ], "lang": { "en-us": { "role": { "documentation": "Revenue from satisfaction of performance obligation by transferring promised product and service to customer, when it serves as benchmark in concentration of risk calculation.", "label": "Revenue from Contract with Customer Benchmark [Member]", "terseLabel": "Revenue from Contract with Customer Benchmark" } } }, "localname": "RevenueFromContractWithCustomerMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerPolicyTextBlock": { "auth_ref": [ "r115", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r383" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue from contract with customer.", "label": "Revenue from Contract with Customer [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueFromContractWithCustomerPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromContractWithCustomerProductAndServiceBenchmarkMember": { "auth_ref": [ "r179" ], "lang": { "en-us": { "role": { "documentation": "Revenue from satisfaction of performance obligation by transferring promised product and service to customer for specified product or service, when it serves as benchmark in concentration of risk calculation.", "label": "Revenue from Contract with Customer, Product and Service Benchmark [Member]", "terseLabel": "Revenue from Contract with Customer, Product and Service Benchmark" } } }, "localname": "RevenueFromContractWithCustomerProductAndServiceBenchmarkMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromContractWithCustomerTextBlock": { "auth_ref": [ "r353", "r354", "r355", "r356", "r357", "r358", "r361", "r362", "r375", "r383" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.", "label": "Revenue from Contract with Customer [Text Block]", "terseLabel": "Revenues" } } }, "localname": "RevenueFromContractWithCustomerTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/Revenues" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueFromExternalCustomersByGeographicAreasTableTextBlock": { "auth_ref": [ "r213" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of revenue from external customers by geographic areas attributed to the entity's country of domicile and to foreign countries from which the entity derives revenue.", "label": "Revenue from External Customers by Geographic Areas [Table Text Block]", "terseLabel": "Revenue from External Customers by Geographic Areas" } } }, "localname": "RevenueFromExternalCustomersByGeographicAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r359" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Amount", "terseLabel": "Remaining performance obligation" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "Period in which remaining performance obligation is expected to be recognized as revenue, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period", "terseLabel": "Period of expected satisfaction (in months)" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "Start date of time band for expected timing of satisfaction of remaining performance obligation, in YYYY-MM-DD format.", "label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]", "terseLabel": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]" } } }, "localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/RevenuesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRemainingPerformanceObligationPercentage": { "auth_ref": [ "r360" ], "lang": { "en-us": { "role": { "documentation": "Percentage of remaining performance obligation to total remaining performance obligation not recognized as revenue.", "label": "Revenue, Remaining Performance Obligation, Percentage", "terseLabel": "Remaining performance obligation, percentage" } } }, "localname": "RevenueRemainingPerformanceObligationPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SaleOfStockConsiderationReceivedOnTransaction": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash received on stock transaction after deduction of issuance costs.", "label": "Sale of Stock, Consideration Received on Transaction", "terseLabel": "Consideration received on transaction, net of discounts" } } }, "localname": "SaleOfStockConsiderationReceivedOnTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Sale of Stock, Number of Shares Issued in Transaction", "terseLabel": "Shares sold (in shares)" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Share price (in USD per share)" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.", "label": "Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]", "terseLabel": "Schedule of Accounts Payable and Accrued Liabilities" } } }, "localname": "ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Schedule of Accrued Liabilities" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAcquiredFiniteLivedIntangibleAssetByMajorClassTable": { "auth_ref": [ "r249" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the major classes of acquired finite-lived intangible assets showing the amount, any significant residual value, weighted average amortization period, and other characteristics. A major class is composed of intangible assets that can be grouped together because they are similar, either by nature or by their use in the operations of the company.", "label": "Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table]", "terseLabel": "Schedule of Acquired Finite-Lived Intangible Asset by Major Class [Table]" } } }, "localname": "ScheduleOfAcquiredFiniteLivedIntangibleAssetByMajorClassTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r163" ], "lang": { "en-us": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": { "auth_ref": [ "r163" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTable": { "auth_ref": [ "r487", "r488" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting each material business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities.", "label": "Schedule of Business Acquisitions, by Acquisition [Table]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition [Table]" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofPreliminaryFairValuesofAssetsAcquiredandLiabilitiesAssumedDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofSupplementalNoncashInvestingActivitiesDetails", "http://about.gitlab.com/role/BusinessCombinationScheduleofTotalConsiderationTransferredDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock": { "auth_ref": [ "r487", "r488" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.", "label": "Schedule of Business Acquisitions, by Acquisition [Table Text Block]", "terseLabel": "Schedule of Business Acquisitions, by Acquisition" } } }, "localname": "ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r469" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r460" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r162" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Earnings Per Share, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r445" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock": { "auth_ref": [ "r395", "r423", "r433" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement.", "label": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]", "terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityTables", "http://about.gitlab.com/role/RelatedPartyTransactionsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentRestatementTable": { "auth_ref": [ "r139", "r140", "r141", "r144", "r145", "r146", "r147", "r166" ], "lang": { "en-us": { "role": { "documentation": "Schedule of prior period adjustments to correct an error in previously issued financial statements. The disclosure may include, but is not limited to: (1) the effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented (2) the cumulative effect of the change on retained earnings or other appropriate components of equity or net assets in the statement of financial position, as of the beginning of the earliest period presented, and (3) the effect of the prior period adjustment (both gross and net of applicable income tax) on the net income of each prior period presented in the entity's annual report for the year in which the adjustments are made. This table can be used to disclose the amounts as previously reported and the effect of the correction or other adjustment on per line item or per share amount basis. This table uses as its line items financial statement line items that are affected by prior period adjustments.", "label": "Schedule of Error Corrections and Prior Period Adjustment Restatement [Table]", "terseLabel": "Schedule of Error Corrections and Prior Period Adjustment Restatement [Table]" } } }, "localname": "ScheduleOfErrorCorrectionsAndPriorPeriodAdjustmentRestatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r249", "r254", "r574" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetScheduleofIntangibleAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r249", "r254" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of Finite-Lived Intangible Assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r244", "r246" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/GoodwillandIntangibleAssetsNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r121" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Schedule of Income before Income Tax, Domestic and Foreign" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNoncashOrPartNoncashAcquisitionsTextBlock": { "auth_ref": [ "r110", "r111", "r112" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of acquisition of assets or a business through noncash (or part noncash) transactions. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Disclosure may include the equity interest acquired, value of assets acquired, value of liabilities acquired, net monetary assets acquired, number of shares, warrants or options issued as consideration for a business or asset acquired and other information necessary to a fair presentation.", "label": "Schedule of Noncash or Part Noncash Acquisitions [Table Text Block]", "terseLabel": "Schedule of Noncash or Part Noncash Acquisitions" } } }, "localname": "ScheduleOfNoncashOrPartNoncashAcquisitionsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOtherAssetsNoncurrentTextBlock": { "auth_ref": [ "r47" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of noncurrent assets.", "label": "Schedule of Other Assets, Noncurrent [Table Text Block]", "terseLabel": "Schedule of Other Assets, Noncurrent" } } }, "localname": "ScheduleOfOtherAssetsNoncurrentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amounts of other current assets.", "label": "Schedule of Other Current Assets [Table Text Block]", "terseLabel": "Schedule of Other Current Assets" } } }, "localname": "ScheduleOfOtherCurrentAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r46", "r264" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentNetDetails", "http://about.gitlab.com/role/BalanceSheetComponentsScheduleofPropertyandEquipmentbyGeographicalDistributionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r552", "r554" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock": { "auth_ref": [ "r85", "r214" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.", "label": "Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]", "terseLabel": "Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas" } } }, "localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r396", "r426" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails", "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r402", "r412", "r415" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Payment Arrangement, Option, Activity [Table Text Block]", "terseLabel": "Share-based Payment Arrangement, Option, Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r417" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r56", "r117", "r170", "r171", "r319", "r322", "r323", "r324", "r325", "r326", "r327", "r329", "r333", "r338", "r341", "r342", "r343", "r344", "r345", "r346", "r347" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock": { "auth_ref": [ "r455", "r470" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the change in unrecognized tax benefits.", "label": "Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]", "terseLabel": "Schedule of Unrecognized Tax Benefits Roll Forward" } } }, "localname": "ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfVariableInterestEntitiesTextBlock": { "auth_ref": [ "r519", "r520", "r521", "r522", "r523" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.", "label": "Schedule of Variable Interest Entities [Table Text Block]", "terseLabel": "Schedule of Variable Interest Entities" } } }, "localname": "ScheduleOfVariableInterestEntitiesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "auth_ref": [ "r194", "r195", "r196", "r197", "r198", "r199", "r211" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for segment reporting.", "label": "Segment Reporting, Policy [Policy Text Block]", "terseLabel": "Segment Reporting" } } }, "localname": "SegmentReportingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SellingAndMarketingExpense": { "auth_ref": [], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.", "label": "Selling and Marketing Expense", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingAndMarketingExpenseMember": { "auth_ref": [ "r84" ], "lang": { "en-us": { "role": { "documentation": "Primary financial statement caption encompassing selling and marketing expense.", "label": "Selling and Marketing Expense [Member]", "terseLabel": "Sales and marketing" } } }, "localname": "SellingAndMarketingExpenseMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsScheduleofStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesAPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series A preferred stock or outstanding series A preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series A Preferred Stock [Member]", "terseLabel": "Series A" } } }, "localname": "SeriesAPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesBPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series B preferred stock or outstanding series B preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series B Preferred Stock [Member]", "terseLabel": "Series B" } } }, "localname": "SeriesBPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesCPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series C preferred stock or outstanding series C preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series C Preferred Stock [Member]", "terseLabel": "Series C" } } }, "localname": "SeriesCPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesDPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series D preferred stock or outstanding series D preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series D Preferred Stock [Member]", "terseLabel": "Series D" } } }, "localname": "SeriesDPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesEPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series E preferred stock or outstanding series E preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series E Preferred Stock [Member]", "terseLabel": "Series E" } } }, "localname": "SeriesEPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r104" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation expense" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r397" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Award vesting period (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardDiscountFromMarketPricePurchaseDate": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Discount rate from fair value on purchase date that participants pay for shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date", "terseLabel": "Discount rate (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardDiscountFromMarketPricePurchaseDate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r407" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "terseLabel": "RSUs cancelled and forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r411" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "negatedTerseLabel": "RSUs granted (in shares)", "terseLabel": "RSUs granted in period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r411" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "RSU grant date fair value (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r410" ], "calculation": { "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails": { "order": 3.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "terseLabel": "Share-based compensation awards other than options (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r420" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r419" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Share price volatility (as a percent)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r421" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk-free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsWeightedAverageVolatilityRate": { "auth_ref": [ "r419" ], "lang": { "en-us": { "role": { "documentation": "Rate of weighted-average expected volatility for award under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate", "terseLabel": "Weighted-average volatility" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsWeightedAverageVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails", "http://about.gitlab.com/role/EquityStockBasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of additional shares authorized for issuance under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized", "terseLabel": "Awards authorized (in shares)", "verboseLabel": "Additional shares added (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": { "auth_ref": [ "r426" ], "calculation": { "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails": { "order": 5.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant", "periodEndLabel": "Balance, end of period (in shares)", "periodStartLabel": "Balance, beginning of period (in shares)", "terseLabel": "Shares available for issuance under Equity Incentive Plans (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]", "terseLabel": "Weighted Average Remaining Years" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsAdditionalDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r405" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Exercisable (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r414" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Intrinsic value of options exercised" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod": { "auth_ref": [ "r409" ], "lang": { "en-us": { "role": { "documentation": "Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period", "negatedTerseLabel": "Options cancelled (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod": { "auth_ref": [ "r408" ], "lang": { "en-us": { "role": { "documentation": "For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period", "terseLabel": "Options cancelled and forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "auth_ref": [ "r407" ], "lang": { "en-us": { "role": { "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period", "negatedTerseLabel": "Options forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross", "negatedTerseLabel": "Options granted (in shares)", "terseLabel": "Options granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r413" ], "lang": { "en-us": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Options granted (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r426" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r404", "r426" ], "calculation": { "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails": { "order": 4.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Balance, end of period (in shares)", "periodStartLabel": "Balance, beginning of period (in shares)", "terseLabel": "Options issued and outstanding (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Number of Stock Options Outstanding (in thousands)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r403" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Balance, end of period (in USD per share)", "periodStartLabel": "Balance, beginning of period (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]", "terseLabel": "Weighted Average Exercise Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePriceRollforward", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r394", "r399" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails", "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/EquityAwardsAvailableforGrantDetails", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Options exercised (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price", "terseLabel": "Options cancelled (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "terseLabel": "Options forfeited (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Options granted (in USD per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche One [Member]", "terseLabel": "Period one" } } }, "localname": "ShareBasedCompensationAwardTrancheOneMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche Two [Member]", "terseLabel": "Period two" } } }, "localname": "ShareBasedCompensationAwardTrancheTwoMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r396", "r400" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": { "auth_ref": [ "r397" ], "lang": { "en-us": { "role": { "documentation": "Percentage of vesting of award under share-based payment arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage", "terseLabel": "Award vesting percentage" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Expiration period (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r418", "r432" ], "lang": { "en-us": { "role": { "documentation": "Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Weighted-average expected term (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityScheduleofWeightedAverageFairValueAssumptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r416" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Beginning balance (in years)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1": { "auth_ref": [ "r401" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value", "terseLabel": "Aggregate intrinsic value, options vested" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Stockholders' Equity, ending balance (in shares)", "periodStartLabel": "Stockholders' Equity, beginning balance (in shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermInvestments": { "auth_ref": [ "r24", "r599", "r600", "r613" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investments including trading securities, available-for-sale securities, held-to-maturity securities, and short-term investments classified as other and current.", "label": "Short-term Investments", "terseLabel": "Short-term investments" } } }, "localname": "ShortTermInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_SoftwareAndSoftwareDevelopmentCostsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchased software applications and internally developed software for sale, licensing or long-term internal use.", "label": "Software and Software Development Costs [Member]", "terseLabel": "Internal-use software" } } }, "localname": "SoftwareAndSoftwareDevelopmentCostsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r30", "r31", "r32", "r117", "r120", "r151", "r152", "r157", "r160", "r162", "r170", "r171", "r172", "r228", "r275", "r279", "r280", "r281", "r284", "r285", "r324", "r325", "r329", "r333", "r340", "r535", "r679" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BusinessCombinationNarrativeDetails", "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/Cover", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails", "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r0", "r59", "r75", "r76", "r77", "r134", "r135", "r136", "r138", "r145", "r147", "r169", "r229", "r340", "r347", "r428", "r429", "r430", "r471", "r472", "r528", "r539", "r540", "r541", "r542", "r543", "r544", "r640", "r641", "r642", "r699" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r134", "r135", "r136", "r169", "r573" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssued1": { "auth_ref": [ "r110", "r111", "r112" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value of stock issued in noncash financing activities.", "label": "Stock Issued", "terseLabel": "Vesting of early exercised stock options" } } }, "localname": "StockIssued1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r31", "r32", "r347" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Stock Issued During Period, Shares, Acquisitions", "terseLabel": "Issuance of common stock in connections with business combination, net (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities": { "auth_ref": [ "r58", "r305", "r340", "r341", "r347" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of the conversion of convertible securities.", "label": "Stock Issued During Period, Shares, Conversion of Convertible Securities", "terseLabel": "Conversion of stock (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r31", "r32", "r340", "r347" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "terseLabel": "Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r31", "r32", "r340", "r347", "r406" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedTerseLabel": "Options exercised (in shares)", "terseLabel": "Issuance of common stock related to vested exercised stock options (in shares)" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/EquitySummaryofStockOptionActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueAcquisitions": { "auth_ref": [ "r59", "r340", "r347" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued pursuant to acquisitions during the period.", "label": "Stock Issued During Period, Value, Acquisitions", "terseLabel": "Issuance of common stock in connection with business combination, net" } } }, "localname": "StockIssuedDuringPeriodValueAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities": { "auth_ref": [ "r59", "r340", "r347" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The gross value of stock issued during the period upon the conversion of convertible securities.", "label": "Stock Issued During Period, Value, Conversion of Convertible Securities", "terseLabel": "Conversion of stock" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r31", "r32", "r340", "r347" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "terseLabel": "Issuance of common stock upon initial public offering, net of underwriting discounts and other offering costs" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r59", "r340", "r347" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "terseLabel": "Issuance of common stock related to vested exercised stock options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedAndRetiredDuringPeriodShares": { "auth_ref": [ "r31", "r32", "r340", "r347" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased and retired during the period.", "label": "Stock Repurchased and Retired During Period, Shares", "terseLabel": "Shares repurchased (in shares)" } } }, "localname": "StockRepurchasedAndRetiredDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockRepurchasedAndRetiredDuringPeriodValue": { "auth_ref": [ "r31", "r32", "r340", "r347" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of stock that has been repurchased and retired during the period. The excess of the purchase price over par value can be charged against retained earnings (once the excess is fully allocated to additional paid in capital).", "label": "Stock Repurchased and Retired During Period, Value", "terseLabel": "Stock repurchased" } } }, "localname": "StockRepurchasedAndRetiredDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RelatedPartyTransactionsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedDuringPeriodShares": { "auth_ref": [ "r31", "r32", "r340", "r347" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Shares", "negatedTerseLabel": "Repurchase of common stock (in shares)" } } }, "localname": "StockRepurchasedDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockRepurchasedDuringPeriodValue": { "auth_ref": [ "r31", "r32", "r340", "r347" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Value", "negatedLabel": "Repurchase of common stock" } } }, "localname": "StockRepurchasedDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r32", "r37", "r38", "r120", "r225", "r228", "r535", "r560" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "totalLabel": "Total GitLab stockholders' equity (deficit)" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "STOCKHOLDERS\u2019 EQUITY (DEFICIT):" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r0", "r1", "r76", "r120", "r134", "r135", "r136", "r138", "r145", "r228", "r229", "r347", "r428", "r429", "r430", "r471", "r472", "r501", "r502", "r524", "r528", "r535", "r539", "r540", "r544", "r641", "r642", "r699" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Stockholders' Equity, ending balance", "terseLabel": "Stockholders' Equity, beginning balance", "totalLabel": "TOTAL STOCKHOLDERS\u2019 EQUITY (DEFICIT)" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r118", "r325", "r328", "r329", "r330", "r331", "r332", "r333", "r334", "r335", "r336", "r337", "r339", "r347", "r350" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "verboseLabel": "Equity" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/Equity" ], "xbrltype": "textBlockItemType" }, "us-gaap_StockholdersEquityNoteRedeemablePreferredStockIssuePolicy": { "auth_ref": [ "r28", "r29", "r321" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for redeemable preferred stock issued. This disclosure may include the accounting treatment for the difference, if there is any, between the carrying value and redemption amount. For example, describe whether the issuer accretes changes in the redemption value.", "label": "Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block]", "terseLabel": "Preferred Stock" } } }, "localname": "StockholdersEquityNoteRedeemablePreferredStockIssuePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StockholdersEquityNoteStockSplitConversionRatio1": { "auth_ref": [ "r349" ], "lang": { "en-us": { "role": { "documentation": "Ratio applied to the conversion of stock split, for example but not limited to, one share converted to two or two shares converted to one.", "label": "Stockholders' Equity Note, Stock Split, Conversion Ratio", "terseLabel": "Stock split conversion ratio" } } }, "localname": "StockholdersEquityNoteStockSplitConversionRatio1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "pureItemType" }, "us-gaap_SubscriptionAndCirculationMember": { "auth_ref": [ "r376" ], "lang": { "en-us": { "role": { "documentation": "Right to receive or access periodic material for specified period of time.", "label": "Subscription and Circulation [Member]", "terseLabel": "Subscription\u2014self-managed" } } }, "localname": "SubscriptionAndCirculationMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/RevenuesDisaggregationofRevenuebyProductandServiceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r545", "r562" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r545", "r562" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r545", "r562" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r545", "r562" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r561", "r563" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SupplementalBalanceSheetDisclosuresTextBlock": { "auth_ref": [ "r63" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for supplemental balance sheet disclosures, including descriptions and amounts for assets, liabilities, and equity.", "label": "Supplemental Balance Sheet Disclosures [Text Block]", "terseLabel": "Balance Sheet Components" } } }, "localname": "SupplementalBalanceSheetDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BalanceSheetComponents" ], "xbrltype": "textBlockItemType" }, "us-gaap_TaxCreditCarryforwardAmount": { "auth_ref": [ "r463" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Tax Credit Carryforward, Amount", "terseLabel": "Tax credit carryforward" } } }, "localname": "TaxCreditCarryforwardAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxCreditCarryforwardAxis": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "Information by specific tax credit related to an unused tax credit.", "label": "Tax Credit Carryforward [Axis]", "terseLabel": "Tax Credit Carryforward [Axis]" } } }, "localname": "TaxCreditCarryforwardAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardNameDomain": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "The name of the tax credit carryforward.", "label": "Tax Credit Carryforward, Name [Domain]", "terseLabel": "Tax Credit Carryforward, Name [Domain]" } } }, "localname": "TaxCreditCarryforwardNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TemporaryEquityCarryingAmountAttributableToParent": { "auth_ref": [ "r275", "r279", "r280", "r281", "r284", "r285" ], "calculation": { "http://about.gitlab.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Carrying Amount, Attributable to Parent", "periodEndLabel": "Convertible Preferred Stock, ending balance", "periodStartLabel": "Convertible Preferred Stock, beginning balance", "terseLabel": "Convertible preferred stock, $0.0000025 par value; no shares and 79,959 shares authorized as of January\u00a031, 2022 and January\u00a031, 2021, respectively; no shares and 79,551 shares issued and outstanding as of January\u00a031, 2022 and January\u00a031, 2021, respectively", "verboseLabel": "Carrying value of convertible preferred stock" } } }, "localname": "TemporaryEquityCarryingAmountAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheets", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityParOrStatedValuePerShare": { "auth_ref": [ "r18", "r320" ], "lang": { "en-us": { "role": { "documentation": "Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable.", "label": "Temporary Equity, Par or Stated Value Per Share", "terseLabel": "Convertible preferred stock, par value (in USD per share)" } } }, "localname": "TemporaryEquityParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquitySharesAuthorized": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Authorized", "terseLabel": "Convertible preferred stock, shares authorized (in shares)" } } }, "localname": "TemporaryEquitySharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquitySharesIssued": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Issued", "terseLabel": "Convertible preferred stock, shares issued (in shares)" } } }, "localname": "TemporaryEquitySharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/EquitySummaryofConvertiblePreferredStockOutstandingDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquitySharesOutstanding": { "auth_ref": [ "r28" ], "calculation": { "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails": { "order": 6.0, "parentTag": "us-gaap_CommonStockCapitalSharesReservedForFutureIssuance", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Outstanding", "periodEndLabel": "Convertible Preferred Stock, ending balance (in shares)", "periodStartLabel": "Convertible Preferred Stock, beginning balance (in shares)", "terseLabel": "Convertible preferred stock, shares outstanding (in shares)" } } }, "localname": "TemporaryEquitySharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit", "http://about.gitlab.com/role/EquityNarrativeDetails", "http://about.gitlab.com/role/EquityScheduleofStockReservedForFutureIssuanceDetails", "http://about.gitlab.com/role/OrganizationandDescriptionofBusinessDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquityStockIssuedDuringPeriodValueNewIssues": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of new stock classified as temporary equity issued during the period.", "label": "Temporary Equity, Stock Issued During Period, Value, New Issues", "terseLabel": "Series E financing, less issuance costs of $326" } } }, "localname": "TemporaryEquityStockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofConvertiblePreferredStockandStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityTableTextBlock": { "auth_ref": [ "r18", "r320" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity [Table Text Block]", "terseLabel": "Temporary Equity" } } }, "localname": "TemporaryEquityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r219", "r220", "r221", "r222", "r224", "r226" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for accounts receivable.", "label": "Accounts Receivable [Policy Text Block]", "terseLabel": "Accounts Receivable and Allowance for Doubtful Accounts" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r440", "r449" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Total unrecognized tax benefits at January\u00a031, 2022", "periodStartLabel": "Total unrecognized tax benefits at February 1, 2021", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails", "http://about.gitlab.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities": { "auth_ref": [ "r452" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from settlements with taxing authorities.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities", "negatedTerseLabel": "Gross increases and decreases due to settlements with taxing authorities" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromSettlementsWithTaxingAuthorities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense": { "auth_ref": [ "r447" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense", "terseLabel": "Interest and penalties recognized" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r451" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Gross increases and decreases due to tax position taken in current period" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r450" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Gross increases and decreases due to tax positions taken in prior periods" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations": { "auth_ref": [ "r453" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations.", "label": "Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations", "negatedTerseLabel": "Gross increases and decreases due to lapses in applicable statutes of limitations" } } }, "localname": "UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesScheduleofUnrecognizedTaxBenefitsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate": { "auth_ref": [ "r454" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.", "label": "Unrecognized Tax Benefits that Would Impact Effective Tax Rate", "terseLabel": "Unrecognized tax benefits that would effect tax rate" } } }, "localname": "UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r174", "r175", "r177", "r178", "r183", "r184", "r185" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/BasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r460" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Increase in valuation allowance" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowanceLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Valuation Allowance [Line Items]", "terseLabel": "Valuation Allowance [Line Items]" } } }, "localname": "ValuationAllowanceLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember": { "auth_ref": [ "r126", "r127", "r128", "r130", "r131" ], "lang": { "en-us": { "role": { "documentation": "Valuation allowance of deferred tax asset attributable to deductible temporary difference and carryforward.", "label": "SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset" } } }, "localname": "ValuationAllowanceOfDeferredTaxAssetsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowanceTable": { "auth_ref": [ "r459" ], "lang": { "en-us": { "role": { "documentation": "A listing of an entity's valuation allowances to reduce deferred tax assets to amounts which it is more likely than not will not be realized, including a description of the deferred tax assets for which the valuation allowance has been recorded and the amount of the valuation allowance.", "label": "Valuation Allowance [Table]", "terseLabel": "Valuation Allowance [Table]" } } }, "localname": "ValuationAllowanceTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowancesAndReservesBalance": { "auth_ref": [ "r126", "r131" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount", "periodEndLabel": "Balance at End of Year", "periodStartLabel": "Balance at Beginning of Year" } } }, "localname": "ValuationAllowancesAndReservesBalance", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense": { "auth_ref": [ "r129" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense", "terseLabel": "Additions" } } }, "localname": "ValuationAllowancesAndReservesChargedToCostAndExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDeductions": { "auth_ref": [ "r130" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of decrease in valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction", "negatedTerseLabel": "Write-offs or Deductions" } } }, "localname": "ValuationAllowancesAndReservesDeductions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDomain": { "auth_ref": [ "r126", "r127", "r128", "r130", "r131" ], "lang": { "en-us": { "role": { "documentation": "Valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]" } } }, "localname": "ValuationAllowancesAndReservesDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowancesAndReservesTypeAxis": { "auth_ref": [ "r126", "r127", "r128", "r130", "r131" ], "lang": { "en-us": { "role": { "documentation": "Information by valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]" } } }, "localname": "ValuationAllowancesAndReservesTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ScheduleIIValuationandQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableInterestEntityDisclosureTextBlock": { "auth_ref": [ "r527" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a variable interest entity (VIE), including but not limited to, judgments and assumptions in determining whether to consolidate and in identifying the primary beneficiary, gain (loss) recognized on the initial consolidation of the VIE, terms of arrangements, amounts and classification of the VIE's assets and liabilities, and the entity's maximum exposure to loss.", "label": "Variable Interest Entity Disclosure [Text Block]", "terseLabel": "Joint Venture and Majority Owned Subsidiary" } } }, "localname": "VariableInterestEntityDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiary" ], "xbrltype": "textBlockItemType" }, "us-gaap_VariableInterestEntityPrimaryBeneficiaryMember": { "auth_ref": [ "r507", "r508", "r517", "r518", "r519" ], "lang": { "en-us": { "role": { "documentation": "Variable Interest Entities (VIE) in which the entity has a controlling financial interest (as defined) and of which it is therefore the primary beneficiary. A controlling financial interest is determined based on both: (a) the entity's power to direct activities of the VIE that most significantly impact the VIE's economic performance and (b) the entity's obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. VIEs of which the entity is the primary beneficiary are included in the consolidated financial statements of the entity.", "label": "Variable Interest Entity, Primary Beneficiary [Member]", "terseLabel": "Variable Interest Entity, Primary Beneficiary" } } }, "localname": "VariableInterestEntityPrimaryBeneficiaryMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedBalanceSheetsParenthetical", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryNarrativeDetails", "http://about.gitlab.com/role/JointVentureandMajorityOwnedSubsidiaryScheduleofInterCompanyEliminationsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VestingAxis": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Information by vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Axis]", "terseLabel": "Vesting [Axis]" } } }, "localname": "VestingAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VestingDomain": { "auth_ref": [ "r426" ], "lang": { "en-us": { "role": { "documentation": "Vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Domain]", "terseLabel": "Vesting [Domain]" } } }, "localname": "VestingDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/EquityNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrants" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/NetLossperShareScheduleofPotentiallyDilutiveSecuritiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r150", "r162" ], "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, diluted", "verboseLabel": "Diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/NetLossperShareScheduleofEarningPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r148", "r162" ], "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic", "verboseLabel": "Basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations", "http://about.gitlab.com/role/NetLossperShareScheduleofEarningPerShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted Average Number of Shares Outstanding Reconciliation [Abstract]", "terseLabel": "Weighted-average shares used to compute net loss per share attributable to GitLab Class A and Class B common stockholders, basic and diluted" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://about.gitlab.com/role/ConsolidatedStatementsofOperations" ], "xbrltype": "stringItemType" } }, "unitCount": 12 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3000-108585" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3044-108585" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4297-108586" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6787-107765" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4304-108586" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4313-108586" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4332-108586" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=SL98516268-108586" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column B))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(1)))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C(2)))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column C)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6812-107765" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column D))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(Column E))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24092-122690" }, "r133": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=SL124452830-107794" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1448-109256" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1377-109256" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6911-107765" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1505-109256" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1278-109256" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2626-109256" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6935-107765" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e3842-109258" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125512782&loc=d3e4984-109258" }, "r168": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e7018-107765" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(27)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r186": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8672-108599" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8864-108599" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "a", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4647-111522" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e4975-111524" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=SL6953423-111524" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5212-111524" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5033-111524" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=123577603&loc=d3e5093-111524" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.A)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=122040515&loc=d3e105025-122735" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131252-203054" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131252-203054" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123353750&loc=SL49131252-203054" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(2))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13777-109266" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=120320667&loc=SL49117168-202975" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r259": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226317&loc=d3e202-110218" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.CC)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=27011434&loc=d3e125687-122742" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "http://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r270": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349" }, "r272": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "http://asc.fasb.org/topic&trid=2127136" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=123368208&loc=d3e12565-110249" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466302&loc=d3e4724-112606" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(c))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=77885760&loc=SL35686385-199418" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612" }, "r318": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467743&loc=d3e20905-112640" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21553-112644" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21484-112644" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21488-112644" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21506-112644" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21521-112644" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21538-112644" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 4.C)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187143-122770" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123360276&loc=SL49130531-203044" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123360276&loc=SL49130532-203044" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130561-203045" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130563-203045" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130564-203045" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130566-203045" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130549-203045" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130549-203045" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123410239&loc=SL49130690-203046-203046" }, "r383": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "606", "URI": "http://asc.fasb.org/topic&trid=49130388" }, "r384": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "705", "URI": "http://asc.fasb.org/topic&trid=2122478" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r388": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/subtopic&trid=2235116" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=123468992&loc=d3e4534-113899" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)-(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(7))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(8))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=SL79508275-113901" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122142933&loc=d3e11149-113907" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=122142933&loc=d3e11178-113907" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6419918&loc=d3e35281-107843" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=124434304&loc=d3e36027-109320" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331" }, "r484": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Subparagraph": "(a)-(d)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6909625&loc=d3e227-128457" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123586518&loc=d3e1043-128460" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "37", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123455525&loc=d3e2207-128464" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=123410050&loc=d3e5504-128473" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=6911189&loc=d3e6408-128476" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6578-128477" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859721&loc=d3e6613-128477" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "30", "Subparagraph": "b", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=116859824&loc=d3e6819-128478" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(4)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=120321790&loc=d3e6927-128479" }, "r499": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "805", "URI": "http://asc.fasb.org/topic&trid=2303972" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=d3e5291-111683" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4568447-111683" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4568740-111683" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569616-111683" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569643-111683" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4613674-111683" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569655-111683" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5728-111685" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=SL6759159-111685" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5747-111685" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=SL6228884-111685" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686" }, "r527": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13531-108611" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=125521441&loc=d3e30690-110894" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=124440516&loc=d3e30840-110895" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901" }, "r546": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "830", "URI": "http://asc.fasb.org/topic&trid=2175825" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.25)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864" }, "r556": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124437977&loc=d3e55792-112764" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r563": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=123371682&loc=d3e55415-109406" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "730", "Topic": "912", "URI": "http://asc.fasb.org/extlink&oid=6472174&loc=d3e58812-109433" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(1))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(4))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(5))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.17)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(24))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(25))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(26))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123345438&loc=d3e61044-112788" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(1)(g))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(b)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(3))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682" }, "r620": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(24))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.(a),19)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(20))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(21))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(22))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r63": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "210", "URI": "http://asc.fasb.org/topic&trid=2122208" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(3)(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(b)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "13H", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Subparagraph": "(c)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117783719-158441" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "205", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=118262037&loc=d3e9915-115836" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-05(4))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401414&loc=d3e604008-122996" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(6))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401555&loc=SL114874367-224272" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669646-108580" }, "r650": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-09(7))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401555&loc=SL114874367-224272" }, "r651": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "310", "Subparagraph": "(SX 210.12-29(Footnote 4))", "Topic": "948", "URI": "http://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014" }, "r652": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=120413173&loc=SL116631458-115580" }, "r653": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=123364037&loc=d3e3115-115594" }, "r654": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629" }, "r655": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491354&loc=d3e6049-115624" }, "r656": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916" }, "r657": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916" }, "r658": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column B))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r659": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column C))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e637-108580" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column D))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column E))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column F))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column G))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column H))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Column I))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 2))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 4))", "Topic": "970", "URI": "http://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e681-108580" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r671": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r672": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r673": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r674": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r675": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310" }, "r676": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f" }, "r677": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f" }, "r678": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1" }, "r679": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669686-108580" }, "r680": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "303", "Subparagraph": "(5)" }, "r681": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r682": { "Footnote": "2", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r683": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r684": { "Footnote": "4", "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "29" }, "r685": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column B", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r686": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column C", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r687": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column D", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r688": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column E", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r689": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column F", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r690": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column G", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r691": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column H", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r692": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "Column I", "Publisher": "SEC", "Section": "12", "Subsection": "28" }, "r693": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "09" }, "r694": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(a)", "Publisher": "SEC", "Section": "13", "Subparagraph": "(4)(i)", "Subsection": "01" }, "r695": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(a)", "Publisher": "SEC", "Section": "13", "Subparagraph": "(4)(iv)", "Subsection": "01" }, "r696": { "Name": "Regulation S-X (SX)", "Number": "210", "Paragraph": "(a)", "Publisher": "SEC", "Section": "13", "Subparagraph": "(4)(iv)", "Subsection": "02" }, "r697": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405" }, "r698": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=d3e557-108580" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(22))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(23))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(24))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(4))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.18)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.19)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(6)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3179-108585" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585" } }, "version": "2.1" } ZIP 106 0001628280-22-008836-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001628280-22-008836-xbrl.zip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

H\Q(X9)F%.+/MZOP',UJ,K M?/OWSL38KO+][T(S^#Q)FHUU"2H+4@A.#98.4#9*SJU3<@+GS5'D

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�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�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�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�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

F[*))@I!,$\]>GZS7?PB&&JZ;:^4P'*K^!D[! MW^;S^._IQ<5$.9EXV1 >4S0@DI1@:.;(@4_.A&0EK>-U7%/0<&W;,3@[2,!C MOR0.>3C.0EABTDT6CJF(MB44+)&EFJH$"&QLJ">"1/SO>4, M^P_HJT)QPP5MAZ"T76WW/P)V?01FZ;S,=/G:I*/PRX:3K^Z/K=^<\)R393%! MTJ+D,+@%RZ6"1!SQ"'8?R,G*CP;FK>%2NE;)/R_4U^:B ?DNKB5>& MJK+.49A2^%6Z$2W+$G\9*//2H7=ULN*8(1AJN)AOA',QJ/H/]Y[*J).1ZOZ^ M7'W_?M$MM7$7I>@6X^OWLQ_KT8YG837]T4FD5HU?OZ_7K^<[0AKCU.YEF1,E M6H%*Z- (*BB@4Y_+(D#J'361JSI;QAJOW?/6&Z)4 BDLGE9J2)%+ (+'.&8? M&0KMS]J]FF@[NG:OCPH;>-'8526E#$IM(B+L#;3"&I6.24D\HGF_;^ M$FKW>@&@=^U>'VV,_>+VL.PL6(SS4O!E?&/96)1#62/,@#/!C9>&FOL5,*^E M=J^7WIZNW>LCQ#8MS&U8%HPM)8P!(B/=9'<"GM (*00M>,:__CE]YL2WV&'* M&=O6; *JCXNR$FCSB^W3V"T.*IO.OZ6+^'[V;HDJ^?>$Z;+PMZQ,L]J"(+QL M.34.N$V4DZ0<74*!4#*<1M]4GX(?&U_M.'<=BU4'2SSQK&TUM%YE"U74]^["LJX W^5_^:<$HC#SP!GM14&BE3&:FEP3)NB8[-!.KA;%?A6 7MO4QKUT7P!Z4^]_JY)[!\CW$PBOV+SL28C2J3>@*"Q>#5 M:!@!8@SS6NA,;9VLW$GMW^WKT/5G;X\+X:ET#!F@OG2-&Z;1&_$"8Z D0V2* MF51GEMX31+TDR]8'0;LSD,?II8$'VUM6GNB&ZX[]+8M2"$JL(Q #<64"=@3# M,P5/*3'62BHK#=,]@-AQ'TC&@&0=/38 U2W&.GG&E'>S>E.OV*V-OWU>WZI/ MN">-:!S/+&$\)TK'790!K#<471T?3$[:&%_'I:[+U[CO-Z<[ VAXV5ZIY_G M%Q=YOB@+F>5!> M!<[MR_=OKS]6E/'K6AD39K126@B(O.Q0EI2 H2P GB_G!!X^&>KXM8\0\Z+\ MV1Z(V16I'ZJ'!IR#FRZU%*0/469TN%T"P5'7CFIT:G(@T@BG44[CMP%6!\W! MJMS5_=='K@?CX7M:3.?QRPHOY4%1<7W?_W*UF,[./W5?F6A.(DN2@+-=NW=@ M8!*S$-#O]MS8:C:M9F#YR/=+"O)O%L=SLVQ:1!Y=Z+5_[^4^>P.'NR?059M_Z>BB35.1[S;0<9@092!$)8P#40% MZDR2(@5212#[T]B&NS4\O@Y_X.NEM08NUCXS *7V-J#A Y9XJ;=7$FQ.!IPT M.=!DD+XZ3\]#S_L\05_,L#@Y8M)G'Z6UC<='QP(&':P*1(,F4I62[(1BM!%, M9!RY\U&RZ@_'KVO29R_ '#GILX_VQB[JVSE$\I'WZ^O9SYHYQTTH2XXHANUE M/3;+!+)T26;#;3#[->'T_W:S>#L>!_/3*:59S-WO[=WPEH43GCH+REGT<8*C MX&V9E.J%L:ETKWAW'. >__"X#R?CHVT =;1]]WZX+<2505J5&>1<%K](+<&C MNP*9J&Q8%#RFDSN!'UKK)QO+^SM,36U#;[T^.WLGM=,&(O,:A"<$3! 6.#>> M6FFY9'4F9#Q'6;,7[8%8V!]L_173-M#.0KBZO+HH ZW.+N>+U?0_G1HG5#.3 MHI 0RQ MD71Y6E4.KPMC@Y+,&5ZGW+$_KP]7!.(3RVAF#]@2C99R5T3P) M23CRPQ((012&:$X LXQ9CDY-\"='Y+Y#R:JE1L9$7U^E#+B:^:3YD]_?.$$V9&GN1JI!"E9C8@$*A0BBC +COA0?FD4IU8YS:N<\)&2(=OZ:A,KO0!S9&*EC_8: M .=S"[I8R,E()8"'A&)@3>40R3(82+9ZWQDZOB(3-X8;S@G0ML ZFC@/GW>;]YZ M$Z,^:CQ*&AQ%ET1$*J2.2:IIL *77CQ'O M+[^[Z:*,Z_]0,DH^66FRY2 MQ;,F!8I+HE,1HS:,9\-UK+M+["X]X_IX]?2_ MHQ/@"&4T *FUF"Z>:CNF$Y&S9C$I(%8X]!LX >.H!713E5:R9(KJ%%;O0]VX MANYDJB=WU 37_^=+GZDO\]GJV_+B4@R"UO, 2M5)()[L&62A')C'[?]);O'UW_.)]<12%R4(YRP(KUAI&PKX%YX% MI82%>/I2R9WDMC'NH37D'J++EPE81&":.$\4C2*#,A)YQ; 3;"8::#0R4AL( M/7V>^RF"VY@_T21H>^NS;=AVBVMUC":4F@%C2HJ+&\!S&4$Q9Y255%-7YRUT M@$K?:N%6$R#LJYU6UPK_DOP*V72S,)V='Q(TW?T!@T0^3] T4/A2OO#8C BJ MN.=6 ,_=&!,6^GJ3/Y[G)[CRVJV?^KM/,V@.34LLX(&N],!DV5((XX32K-MJMC1 M9YW8=B00(CP%P>1F9+"QI9N&2>ZIPP@AUQG&MI.D-BU)#SS/?T*/TC.S5'*WG9X!S@-!;@,[6H;IN9' IAAPX4*(]FDU* MP4I#08EHB1)>,E(G/?Z0EK8@"39(V;I:IT;PVFAT9!]7?WQ_3RZO+-?+&8_WLZ M.W_KON/OK'Y.).'(!AZ8+H00#D^BH2D#53)$FY!S6J?HKP^5[87P!X)C#]@- MHJE6'YB_)G>YMM1OTBSEZ>K3A9L=],2\XR<-\LB\#Y4#/3._G5^6)/<:R[/X M.:VFBR[J>N2M,3B3%64&M"Y9"\$TV%)MC%>>=$YRM'-UHI<>1![_+)3Q3,2R MNGTQ]5?EBT7X6]N,+9?.D @A1+3R61NP3&5(5*N2E'6(ZR<6U4+1P] M?#\:4#\ORTH=D0][^@=6M%DU,V1](*>,DL9F EYP5J8-17 D*LB&Z53\?\GK M/.J.;[K>SI>KSRG,SV?3_Z0XB9&1('0 E ?>XD8F,%)&*'ODM#4QJE#'I]^+ MO)=CQ/H@:D\C=H2F6K5D[_[GJKC/!YBLS7\YB&UZC(J!C-#Z1]^@PFN5,DT, MJ"\C084N[PH$8T")SK%0/!%?Y[7E+AU'#\];X57Z;7Z!QVVY_LF_S5?IL:H3 MS[4@3A$@VI6-#J6(UV/TX77B@BJ:(JEC3O8F<5R3<@0^'DR]JZ*4=L>%KGGL MWE8.N&-*%LY$_JRB!:KF%65E@4/8TVZ MK-[M>(L.OY]1]HL?*?XZ7ZQ[R]XOEU=N%M*]M=Q!RN0S>O#,E";#0 PXZATD M8;QQ+!MAU7, ..+[31F-/C"XDU$]@>P;>&[\FBZ_SQ=N\7/K>-XR(YAU0D4) M4G3!IJ!@!7,0;);H80D9*\7K3Y(U;NYU 'P-+_P&D'1[E^*)^8:B?..6Q4W? MB@H6"S<[[V*"Y9N?MW_FD_O9E<>4I:FW[+LD;7!EW14MRV LRV"44N!<\D93 M'EFNL\]D8$;&S;@,B-8Q%=P OK?N@T>9[VZ)C]_+/R[/PFKZX^&)9CDIQGD M3Z@ X7QI-2T#G%E(1*3DG:E3EGL\[>,V%@V(XA.KL5'@;I_(;8[_X2ZNUEI% M[^9R_>_N<>]3MLY39#2L(R;U3II1B6KG9 M!.8U26"IIH1+&[FMDUNOQM)>D%=9,/+/>1I M)G7R G6<2]$:"10,U1&(\8$XZBBI- MCX&?F9QR9O9SQKO9*)FMY=PIS\H . MC 5G"0?/J971"ZOM.&[IWBPT]>+4!U]]O=,Z2FW@'E]3?EV,3%+,U#@*,J;B M5^="?(P@-3-*6*.8HE40>8>,5I:MG!0*]P?;':R7!D!UN.!NV9[%DEW>:M%1 MG"8AI ?/."EC(S,X10E$(X1)2FKIZKQ+U>!FY!G*AX/KOMT<6],-H/W&%RX! MWZ:BGG!##<9MH 5#%J2*8+D2$!@)6GHB?*RSG^418D8VIZ,C9#ZLNEI#W/J) M8<-(#)YJ(N@Z?RY4(& ]!E.<:R4=$8946LV[DZ21]Q0TC;Z#53=@_AE5:/W7]/INNEI^__+YA1Y86I2B*(YXD"!M07-P0()Y$/$XB\4H=Z4^2 M-6Y2J#DT#J?"!JSBM5S6N^5BLH(%":9[3DW.@=<"?YF,X=XYXW4=^&U3T-2)ZBI1%HX!I$60'K9/9 :3;,"G][. 0IO^2(6=C=U441FJ&=*NT9$43%CP6986W1"4U9S% M^T[8CC*PI[_3!@X.4=^\CBP;@ 6CNUD)D07"?08B\"85VA,P@J"75ZKB(QX7 M;O:&Q1/?&??2&1 60\FR#5AL^_V?KA;A&UZU6PQIE4-.P8)E3*'#9L%#PN1 >7:@,?Q!=70>63=MKQ-">QZ3@AGV6H6P:B( M5ZV.&:_:3(%&[2***D17IX]U)TDCQU)->+?#Z*L!X&W3?QU8&FM(I &8Y@D$ M=P%L5KI,=/;7E?+;>Y[XQMSGZH"3U M8+FW(")EX)55D"QS@07NHZ_6LGJ/EI&[,H_4[GVP'"?JML#RYIH#1PBAQ () MB8 P9?:,EPZ8R>@0!,\DJ1-//Z1E7*>Y'E@.$74#8/E'6JZFL_/.QJ8D J5> MXWV,Z!;,8?"7' '"432"*<9LG53:%A'C5F&WX>HH@W?2&)5YI:KD_8EL E*'0&&_HI*C]?(B(/?U MW_,-:REGPDGP$(@HBYM$!$_*S$>M,Z,Z>A/J;$WH0>2X?M,I(7>87D:$W'*Q MFGR=KHK;\'X6IS^F\N?T]6WS^FBD]_RV_3[U_F[V6JZ^KDYFS$Q MW@G*$&Y "(]GTW('TCF;HG41PY)ZD'N:N'&NS8%@\!2H!M3)R'![^VV:\KL_ M4K@J>:"/.4]#6ERG@K0SW@D+ 8W_.@=M1508.&?#O([!^+T>QO>"UA.$- 2C M(14_'UX+(X/IV:UP?O;&X*"R (,FFP(U%$7L])9[%4MN1=T;CX[ M;CO@^)??8?)O 337CVD&N4Z: 0VNO,TQB0::I+(7F%)F-)'[%7?O#YNQ+%(VST< M[J?^[4^/$V8/IOZ#I=C"B\V57T[CU"U^?G$W0\G6?5,^6>:=1-M7_/32:NJ) M\Y X-\$YJ6VE\;P[2=H+)OIU>A;#ZJL%X-V27ZJE/N;R$+5TH8ARX\AGJ;+6 MFD,TN8P-1R/J?7G[(IJSY$6BL=I&[EB8Q@0W(?6L!II &/O/WV\[H!3 M/ON,WAS)$:VRTQ)IP,R!H=1"E$%9*2RUMDX:=2=)([?;U$70,(H8NQ8: MST%W\2]_1?F]0X-<\C=;,Z*OUV9:$YE(NF3UT &0!D,$%!Y086RR7FJN[EFC M'=70^WUOY$K6.L"I)>\&C%*YWM/_7*%LW_W O]Q,,LC&94M-6I12:/ L*Y#6 M6&.(95R>#'2M^-Y'*_QY$!T@_?9@=-/DYJ2/&(J(F$H9.8E@C;20F/4L:8*6 MN5)OQV/D- >?0U3]-( .D'L+X'G.C.^RXA]N]BY&RB03I1/*:_05O0IHQ+T$ MYM&S$.AEI%C)6!U-^UZPM*_\,CTM AK _+J6O?-8UX[LV=7JVWS1[9K29;R% M"!EL&4U@+M/U]]]G!M& M-,9,!LGW/)1YM65@5&3 A8B,*NJ(JM,;]S1=C0];JHN^ 576' _N<7'1=>' M&,LL\?0I+3H&)\&AJQ*) .DM^C&*A5)WXX#:%)%''V+V)P#B+OH:G[=T2D . MHL(&@+EEY'>R)(@)P0<-)-#2FZ@8V&P]>*%3SCPZI>IT2^Q!W,B]7,WL=,A*L"I3E!8/GEF:-7MV M%/NS7QFYE'T<. TK^P:,VO8;_%5Y&]C$>UXD23Q,#CZ2I) M(@_.H=1((D(Z85CD==;X[J)HY'*D9B!XN)H:@-NGQ3RD%+L$XO7JS?>SZ6KJ M+CY=^8MI^)B1+K3^$^-]+IX#Y#*@302KP>1$@7(2LZ6!Y%!G\>O>)(Z014JE/7]!15 M(S]ECXS#H=35 /1^V7SV^NBLF:#>Z>0U*2]-#@1-"AQ7"9*R5A/GG,AUMJ@\ M2LY^+]+DE:+M> TU%.*^==^G*W>Q=F6_7/G_F\+JZ_QS^KZ9>_@1S?AY)]\) MRB<*1V-9J%9>.XM32XTO'#+'M?)>W,/@\['O_I_?#W.O+0UR(G4U9/?N+' M M;/HBT>UI\].+Z>IG-XYJFJ,D$26]OCU\?[X]5JN7*S6/QG))=9RP7X MB/X+\D/!&2W!ZBB("%D$6:4B5]J#W)G4_I+[6 M+$U=S3:Q/.CVGGA:PO[133B;P4_KA,.GM"@#XMUYFC#*A35XB1!K;5FBG< Q MA>%C)"HHPY.5=2*O*NSL=PA>6VZI'80T8.,/UL&V$-8;M^F$2VGP(O,@8M @ ME,Q@J"00N!$L>*4,J5.T-"07^QV*5YO8&@L/K9R%0PS"NS^^3Q?='UYS/@F! M>I@VPLQ[]S0EC%R8I#L+#?*7BUN;51D-# $=CUN/09];_X MD>*O\\6O5ZNK1;I^59\$IJP+&,F(K'G9KD+!"AL0FT(G[1+UI,Y"T-ZD[@?I MUYJ=JZO9!J![L'RO"SC.8IR6_^1:,ENEO<8Q'U) 5\Z+4D%)"'CI\"(SL=09 M>:8K;2JIR-1^Q^&U)@E;0TK14_K.^]7-UUT!9]TDB(Z@-X% MB(*A ^BM ",SZDJ7?#\W4<=*$XPJ<;1?_\-KS74V@9.7?-5LY/ W_(.KY;4< M_IG*&T**9WBDW7GJ?O,7MTHW\IEH:F@60@,G97J""'@36Q^!9VELTH:J_<:( MGN[Z.8S1_4[7:\OJO@14O8)#]^Z/M C39;J1T-!,W6SW!1#P&E( MCXOHM_GL1W=Q=])8=FQO_WZI>/IMOOH_:?4YA?GYK/C 79RY$=S$2YM-#AF< M30*U)B5@8&E @UWRL-H[S?+'Y5^7/T4EF ME@A)!5[DI=A0\ @FH"8CE5E@R"EJ[5$]+9_[';37FK)O&%,-G+B#E7/C#I\M MEU>7US?]]Q10B+^4;1=I%C^CVSS1T6=CF0#&+0=AN '+70)M'+5",TU5Q:>, MFJSM=ZY>=15 ,\AYR4=I74OT?K9<+:[6#1BK;VGQ]9N;/1J@3HHS[%STX)W, M(((G8 TUH!370:' O*O3SG4J#O<[6']6$IP01_]%Y^OY!R ?/'-4&3"^[&4E M/(!)(0+WAB>=HPJJL5EM0XM@OQ/ZJJL<6E!#+R2.W2Y566J/Y$ E!>\E7XE._]CWG9 M2UAZ@3KOVUA.!"VU*UYK]+Z5!2N$ )>HCAC79O62XK:[S.UWN/XLX3@->E[; M@?H\7?[KUT5*[]'6(+16G4 (H81$R8'*,M;81 ?6XB]Y#ERQ)(@E=<8!5F=M MOTF"K[JTHQGDO%X?[[I\["L>CF59D7$[P.>K6YRGU7)B"=,Z: K,*E^<80=> M&[S.'<$ -T<3[7Z=]6-RL=]I>FVE'*.+O1=X7N\IVRF@B>7<=./]E:9HA7CI M8S0YEJ'1P@?'O0UJY,.UD_C]SM1KJ]]X$5!IP/>KEB"<4(>L)G2"5-I?U.TI\U&S61TL"1*>ON0IE/_+@(2DPX6Z:)H]QI M%QPD7HJZLJ/@LU! 0V#,4L-BI6'3^]&W'YA?:UU$!1WV1Z9=(W.65N.&\;], MEZ&,<"@C&/_N%O]*J_5HT,T\J/+H/K%.,,.T!Q-\65#K\8QFFX!R0V@B1!E2 M:8IK1:[V.P-_UC!4QLN+C2@^S.?_>N/0_UNGE!T+7&1E@$5B4!E4@9>18!0E MG>2>T>QYW2CA+D'[P?NU51*,IM(&7)/^[;H\T:2Y(J"NWN]09R:RFE:$2!,(DD6X+N!#,9DDF,B8C,D#H5[7?(&'E#[%#* MO?_.=["D&X#)LX[#SI7.MVS/XJ<+-_O-75ZO*[?!&:6- I:(*TV1!F]T20%/ M7VDS-BZSBK-(!^9F7- > :Z^3W&U-=T VM%'62VFI9JN,P&_SZ:KY>J%":$1(Z] 0:KR3N&[Y2LA@C7,X[61G ]U*LB>)*OQM=K543.OI<(&\'@3 M-Q56-BR$Z*1/-(,7I>- Z[*@Q7F\BFP2-&7G:24?]B$QC2_5/C7VCE57 XCK MMMX6.77.S\85ZNX6XID)#F&AF.L> 2@X@K]T62,A659;2+*3I)'15\E='$8# M#4!IF_[-X:)2XQ%B!*2+#(1DI<8O),!3D3P-JBS#K?/2_X"6D:_-891\?U+J M<1(?.P>Z3L=T3)RA8>[^X;">0$K1@##9@,D8M2=#C=-H8XF^YWL] MN;3KT8^,"XECE?=PT];QDFS!BMRR9'3#JSVCB2;HZN5 M7WZ,G/TR02_-:SE>\@W Y]DU6%9J8XB+H&0IQ5"<@"FC431W5@F7+7=UZHF' M65]V"CMTH/+[+B3KHXD&D'5P_G53Z[_%^KJ59N*UHQZC46!E48_0/H)1Q@"- M!"/4S)F3C0UVW\5*.W?H,-@=5]S776+KXW[VPTTORL7TZWS1S0V8*,95 M,I)#[AHQK?& -B" MBXQA:Z(UXW-N'V&HW%]@8:@/Z3F7_()>+Z1\KJY96,: M=-2<<:XA6H<.>O*EP]\X4"PKEX0CS#;6U=Z7Q;W.2+4>D8;.2%5LM/'VTZ,4 M]^O\+?Z!:;?K\^/BW,VF_^D$N9Q$O"0E3PERMS"<4@;.(H:CQD@VJ.Q$N#<< MK.=^]_XT[87A:CT>PV%X3%4U8-8W@ORG*X=U]7'1K=#G MZ9:/FZ$R^*OP+2TG/)AL+=I[J00>-EK.F19A=$9\(XN;[3D3CEQ*7O(CQJ-/$;II>E(!I5%G MXHU/]ZL7ANZT>YK _9( U>; #0S*%K38@&?X:3$/*<5EZ8FZ/:=;/LA$>4H4 M211T)V&M"%B9+&1/8U#)6T_0+Z@M-2PRFB\1>WJ\M(M?LZ1O=F/ MM%A-,7K_=$WF>L?1;;QU?)_:(5\;LEGM:&X'ZE@K@RTNYDL,'SI@W1B^S^FB MS(HIPXN6G=WS6W9O>=/=Y/!ZSDYJ"));C#>DP[B72\C.:ZLX#KH^B&KB9GZCA MI#$'FA4D:3,('C0XR10XRFRR$MD3E?;#'%4J/4IG72^E[U\JW4,##4#ID4(^ MQDI7/8N020FXA S@(R/H2#!##$\>N?MO+Y7NH^3G2Z7[2'ST$#5T M1N^Z*9O"31N<=)D9R#(6&VT4H'%V(&W47!D98]#/>69[?:F=RK-#U#BO)=.& M ,(>9X93C$F\!IU(:J=4Z @D#2W\9G#TYE%6O!*: M4R)!):Y!6!7!"+Q>O1;2&YHT.1J8BC1XEJI^AE,!P=+_P&,DW )]'FR7/KE;?YHMNMXD+*1CB+&A7 M:F'+>F*K7(2HM)=&1Z5HG73$,X2U\W1XH.KW:5H]4 ^MPFI=5S-)(D0AD@4E M" 8.B:=B:B582ZVS7!%"ZDSP>X*H=AX:*\+I /FW!Z6W;K'X.9V=GUV6%1YG MJ]5BZJ^Z]I"O\T^=M">!*9V-URBNB SJ),!2K2%R)Y@D6J O> J /4]J.\^7 M56 WL*X.!N./M/#S^E5/ZYUA-PVH>=. >G1]TS,_=\!*ICX(%:!N>I!BJ-<'C5*9'KG-UJ4[8/'C2X]E"5DJ7$T$,TEH&PHDR=+%-T ME&616:(5K=2W/A0+34WP[H.O)^J/3JC4!J[@NX."/5%.4LV >+36 LTU^,P" MA"QT]IXE[2HM!FQRWOFD 5%4FL%)E%.>IS%U5Z$YP5EHWG02E MHB$:?1=-ZI2POO;IX+W =8KIX'TTW0#:GQXM'2V)NLSL1$\XE.*/\B!%/>C M9!"1B^3^G Y^1X4-X'& I4XH2!D%BZ"XPYN+10\^81"76/8\:FMR MK%2I?#3MS3Q(C^@\G!@!H]>L';Q0[VY,?#U6ZO/\X@+_N?SF)!H1LM82+\>L M0!!IP4E-(46G*0U"2'OO) R^1O%9(ALWY@.#;9A5BL-J_B5;_>=FK 7JA4BF M7*FTE-.7/;.>B'+->LY4CN3^ZN"Q[X(AINL-?ES:PNNI!O3U <_!A^A[MP#U MR\HM1MY6?RV-LQBGY3^Y'@&SE>P3DC,; RTM F5F)T,M"<705=646,H3]97J MB.HQ-8[+];H/U$ 0>LD7TV9\8:>7Y?O9>LWQWQ;SY7+B1=226@'1$W08! O@ M*$9D@1(=B>,AL$I5G<,S,TZB\'6>GH$@T__4V/6IF:7STBG]=?S#\^Q4T+LR MFC@JN2:E5#=K5)>A FRF&@)10BB"+KF(;9VHGAR.TP3R.H]937#]-YP]5%Y. M4R3V1D(I1%>*=( S_O_*>[,FMXY<7?3]_A?[V#MG6E=7=<9\8 MR$GB:8KT)EEJZ_SZ@R19@VKDL)(KJ6T[RB56:2T,7R*!!!(@ZR1+ J2(& R+ MT5N78O8CC3X=CLEQKL_\#UV!IT'L!W ;=P*XJK[S/+W]Z\_ID-_X*D[^O595%4G9#J+& V&;(629; C,0]6TL,3]PX-Z6Z7!!=Z/^2]Y>7 MCCRUB%PQTH*(M9PB%P0TAD.IG4!(*=D8V]>V,L1Y^>#7P[ID=M.B1O;\2JNIU_I9\.UAGSFX2TZ0>[+2YLB:BZPSK)3$)P,H)3D$(IU MX+A@L7BA(VO3U77@(NH3-Z [73?OKFDIE-&.EK/SL5XX3[5Q>20?+)#W%0HS MO#3J/M*$GZ[*JP]!7L/9=\>J^Y)=CB.@>:8?$Z\ M$%I[Q_L!X[SZJV$9$)_-QT4> I;+S\4_DPIR)8M"Q@P2Y(G9PW;ECC_>NCD5,#WL,[>3#MY<+4FV6UZV,<<=]W5U/?T@3>I0 MER1-J(>+;JOL'2,C=\/_PU%;K M9.H,!B@E4, =0H80@@"'IJ"3)NG4Y[SL8X_]F_4Y['%EC R8'V?IW$E_W&;U MF42AE0:5D@/%'$D"18&LZCV<5-#+1BT:AV=FW-:./^#2.14P/\[2>1B(%51) M)=*+=-&"PL"!1!/ EE+[MZ)0HK,,P4E1>[-.EC_@LCD-+(-F!,;TTS9^:DV, M[(206'2Q* 5&.%5O8&KP)15@RN;L(O<*^ZSW?<#*N#T[?\ 5\J.XCNG"HG *.U"#H64=)8*C+M4C=MSB7'4XG_\IU5'=.K[[F)7[*WTWTKOHJU_I2,G','K1 !!5K\W6O.'"; MHXI"6U M@1<^@S&JQ.1)9O>G1_:R- _B\XC##Y;/=9-XX$Y_6&J(2YDD;:#X8^P3!_)AS\K'^N-HW\B!$]2 M49DG<%(KL)XIX8VV.%:'FX$Y_6$J+RYBF;:$X24LTX%B=!Y8"%)9L+423/%B MZO&>A)@"RB2TP]1G/GK(@Z%+J.OH8E&. +J1*T$&S'7N9:9,QLQ\%B R?5&L MZ&T7<*,\(SE%;=0Y,]^#[7N74 C2Y&T/US?359PM5ION0=5-5":*>< \=*,MQREF2?MQ"?96O%D8XV)Y] MR'5X"WW^>C'?B.8*9Q_S\HN8,.U<]G9?9 MRT[$#PCUQQ9AQ[B[=!]PD_C,]WWBIV0S49A22,*#YZ*VN+,9?+(%>/$HK9BEA^;202&N1BP 8(];QW;6I?[+ @RJ!%63H M^)GBK.,XN.S$>*D9& M2L@2SK+@CB+_LC/))2ZW;+'6G2ZT]D"Y]J;WZ]&FYZ6?P"\E@.E]-XS]Q=I5O5&>T MD=Q$ UGP#$KJ")[I @*YD:EXP[(^RZ)Z@=!Q=ZH!3@6[TV8OAX+#)#F^%\@D M>NVELH9VTVQ ^2 !+8F$)Z5]\H8;T6=3IB=9NL29DRU0VZYTX@0(7#/4'>)DR0;+HD^4'#I(!7K MY*TD&-D$E4QHX\T/Q4)7DTT.P=<#?WL4I79P^K.EG'[YU5_3U81KKUG1'(K- M 93+"8*I8T:S,-DDEF5H4ZSU'1DCEU&- X7%4'KI %3'"^Z6[7EZ/\/Y;_@E MOUG4%,($A2^*T#Q/D=1Y MA6ISM"Q:J.YH#));'A8M4+AC0BO,V18/QG!BPK$"Z!#!*:VCX#:9? ;\'8"\ M\:HW1T7>$>KJP.X=??A 06W^99V_K"9HN38FD5\DBP:EE8*01*[5I5$7IP-G M9IP]_47:1\9S%T[JF1%PR9A_[.SEPW3U[Y^7N9X*9L+/^@.N:\;3)4G!*S#F M$B@;$CCN$#3W9$ZD-@+;V.SFK'7N>PR,U:&62A/@_&@KZ=Y!YS\7,WK:;+K^ MMI&,-6A(=PED855O6'N)D1JC9 %K)VPK.NO_>C"/G7M7%[2VAH-2+XOLF(MW MCTGF)EF4EU_X1)$_FC2/I"$=R&^H_=J=1"!;X[*1 ;UH-&JR&4\7>NUEP$4T M/E1Z631#F9-K2;R9?IVF/$\;*Y)CDJEVXG(L1%#1:,"@,Z MEC.-R>O.VOGO MR]J%WF7I@I^GZK-:U1G.75+GW%G%8YD??164Q9N,QMCD1>$!*E_ Y1LV+(67> 6@^D":(@,^OYNE-_IIGBS^K MA'9^\HXE@]S6DCTHSG-0:!SX*.LY=C1>!R,L:S/98 _BQCUF;0>LH?72 =3^ MR#/ZT2?BZ%=<_CNOZ?OO^9%**H8U%./(];0J@A%7@)5EH ME[ P14LG-YIYOA=YXY[7M6W8_(:>SYYD)S&,5P,E,_X;4$NP7Q-9,RVK0LV]4TW MY\^Z,.D=(]D41D&N(XPX)QF$HI3T5A0MVOCLS]-UJI'[)RZG=6^X?N[;^9KD M?=ODZR-)]R?Z"_^>\&"Y<)G688XD ";)8TFZ@+/9.E='R#2ZH+4WB>.:N@'Q M<]^,M5'295NRC4=S5)[VH.>?T:H]QM%Y;!LY?B%:I4%HP4!%VF>=C+06#0IC M2]:J4:#8UK;=.LZ/+J!I7MU9.(:S4#)%_#[G>H/7 GD='KPRR2@6H\36%Z)? M)+)K^W8(AI[.SPZKJ,NV<+_AY[+\]@_YVU,,3! :R*H M7#-KP0N0*"QW!%S7:!AC6_OWZW2^D?CU<[>' #ES7I26%-UP6J@Z,?#&%!"^ MN&PY]ZT 2R6JXGKQ?SU6(V335\OC;#FSPTA>"V M*%O .T%2(0-?I>+!D!,;!:H0<*]D*[WD#GCH3_>!\QP5X^)F .4N!I9TAVC9 M':;GHIP3P8%5Y \HQ1&<+K*V/E.5B13S7H'CT7@9L[!C./V^ )@CA-W!&>OC MD>W[Y?0+N08_Y7DNTUB]A.NL2:K.I': JHXH]#6R17(W+?>BE(C/F'X=U=HZ7:2]@V"T);H*)T3N0A@E0/-*22-%!L-XF[860N%=3 MJ,/@,+8O+V>+3M[]?A3Q] MO7CW\1FKCC[EG[Z]WTAYHIQTL7;T)A8316#555<\ M (D+OOR@_+>K:HQ_+_=_^I5^MEBN M)G6N@91!@)"%]F-G-7AM/"B2;L8DH[%BKRWMJ-?W%36=AJ\S*:$#*_=JMTX(PF]X=')!)VNB5C9B-8[E15NZ&A+ZVPF$LU''R'=O^/'X MN05YK1E]<[7VW-WQO1[:],,H6-*J "S+G:39?!NY*AA*PB0U5T:G-SX6B2QQTV M.Z)K=;+^.@ J,8CS3U-:@C>V^NU?<795)ZK];;%(_YG.9I-8G,B*!2 O4=+B M,^1&Q,HTS8/M3M!3]S6? ;7"L=(.W]*LF09"-X<Q[>564A^!B MORK*0X3?85W<)G6*BL?,<@0C=0(5BH=01!T#BEH%8P/NU_WHAZNB/$BY^U11 M'B+I#M&RRYU)X[26S /3Y%6JY",X5!XT%L.#*/?_:HH#Q%V M!W[\H>5Y023MC0-,]>#/H@$G*&@Q);*22'3\O#EQJ6=#!K:W.NIAQM^U_N&-U(FSQ M3'(%">N)%@!=;^@Z+.?N <:B%C"13)B-)H]-J3-/6:V#X%/ -IH -3 M\VS;U G+7CE$8B;Y7)O-,,#:."LY&SDC$VICFZ/89\GJ-2M]FO,SE!XZ -4+ MK2LGWB6OBXX0M&:@!#KPFX-=G\MFU)\1;=R>%PCK-=]\TCXWH"XZ@-;O?^9* M_XV]K:E224Z^9&"5(X-;'*M-JX@?"@8L"P9+;I-!>4!*K\GD4^!SFKP[<)9N M&-AVZGU'7M_$*)YS-@IT)$NJI.802!A@C3?HG#9.MRG$>H28O4#C+A0T1\J\ M!]BL/^?E;XOYXGM6;KR\7$S)"D$R73O))P..(T+2]=S!%S*;;0I:GJ=K+S#Y M"P/3<)KH8/^Z71'TW?8\Z_UBN='0>KVTP MJS5X;@J4&,D7E!3%^C;7O$ZC>[_C2G99P#RC*CLPB-NCDHTI#])+&8,$YNN M25<\H%2UZS$Z6HDV*=%F^[RE83] 7=@!^)$B[L"J_9;7MZMA+_1C3+;42YB9 MNTA>9"R$?ILA&8&BT+I0HDTN[V!2]X/:A1V/MU58!XA\C:MZEE+_5P= ?L49 MR9HX?8W+Y3?B:S.K=B)Y"#X% \EY!&7KT%Q&AAB]*L%CX3*U0>%>Y.V'O L[ M=Q]>,1V@C2PW>:?K;^]G.%\3=Y6SS0%>O1_GT PC!9*K609O/8,%#HMD' 1_SKN!$8=__Z(->7GJ1GH*M'-\^_'7IRVZ6[ MSIJ5D4(:&1(HS0)@Y+6/ 5>R)&:\:;-HGB%JF./&[QY].P+!&LMD,+)VBA&@ M(JL7[T.$P)-4*1G,C0H>GZ.JA\''I^/C\;/" ?1P 8;D^(DZ#Q\RM%%I.!OG M>>AH$7-6X%R]<1O(B\!D?;W=:SWJS'5J,U>\H6FY';:R?AHI#/N9/I]^FF]D?XOZ*+0W7F= 6YL[%XK,G/.B3DG%D&R(@;4)BT\DO&<# MM3_*GAZ=TUZ;'3C+M^S6N\^+>3V#NF:=V-TE%[=W:=;W6+4^<^FU *&UJW?S MR>]35H*(TCJ+W.G0IB+W!*)[F/K>$K1MM=@58-^6DF.MX+KA\P.N::>.BWFD MT&3;W_9[7B4S&NMH",\212HFT^),"B$F'KC44JC2YIC[%*I[F"'?$K*-]=@5 M9M_L"" FMXJ3=7QD03W M,(&^)5+;::\KD/YCOJ3%]VD^_=\;5G?;QNK#8C8CG^=F^ODMI\FA\")9@A&K MC0]#H9 M&Z"@T"DTM5E%ZUF/A](\;NE\>Z@VU>$%Q-ZW?M"B?*RU/[=9_NM[ ME=/Y56UIMZVF.ZT#TC O'CK&'TH&9S@7T#GP*(N +!6K:6X&P:0 -GKGG49E M&W50:'[D^)RT[\66FYX(F^ARDBTO4MH QM4CMA!J5P1?*SJ-UMDHS5*;1.<) M1/=['G (NIXN;FRKQ0X\@"-8W9V!3'@14206P1:G0"'2[N&4!6^3Y#YZKGW+ M<[UC:.[W).#,<#U&AY>)UK=_D8!)L],Y+K]MPE1%5JXIK8= MK7-5DI'6ENA5:M1@I2%3_1XCG!GO35!P 2[QW5Z7CQX,#N, [_V:H=W=X_@[ M@W-;K'E"!?!X==N K[#C].:=Z M!?P/4EVN1W?T]V8/^)X$9E*)J$$79/7*B0(?B$O-O9#"I5)DFZMEAU Y+B+/ MA9S' 3N\&CN"Z'52^3X[.0K'T6DPO'9NT](<8(!LTC!D7^N+06&G@$:)T&6F$S*2'O07H-Y!]ZPQPUH MQD7>$*KJX"[M=4+M&"F6+(J34H+!>FV8A0 >N0/.!+-%%.*[38Q^ M']GCF= MXD>>2XL=6,IK5O=S07+2(GEE@)MZL&%XH=5H:H].847MU<]CF\J^@\@ .WPFNP)IEL'Y:G=@G8$&WR.P RO+?J(*V]=G0*,1663BS=M(O']Z!O7 M6HX.S.%TUQ$BGV(GA,R+VOA$O,X^U!RP1 8B,I'0,J]XFZ#[!<+&=3+'QN 0 MVNK S7R*#<4U8ZGZX)&3T\-1DHB.1_%/- )FK%84E0B@6(4BOP),&56CG09,B%!T8MPIYQ#8G MD*=0W>]A3VOH#J+'"\'L;XNZJUW1KX79=2_.S9#9GW"54RW!I4\VOUDG<4Q* MB02U$H!CK..N5 3'A"%'F@F=K#4AF-&0?!@O_7JKK?'=4.<7@GKZ\#515F\4 M[/KU3Y)GS+JD@)7,*-[T"9Q3Y-T7@S$54[AHI7;778F)1Y4FU9VQU [[I26,;%YDMZZ MQ>9C^>A)3D8FX@""<1H4M[3^0LC$F>3*6^NT.R<<041C//<4:;$VIS+ Z*%#>>W)Q= "I?%"5]QS;WF,[E8-Q,^GCV,OF MFNX1X7];+-)_IK,9A365T"V[&395W88?;(J#'5?"W99V2''EB$54@B=;C6Y5I9[%8 M (L3*=C(6>.[\-_3,VXF? P[>[ 6.K@5MU=A2?;"2MH:,"+QI6FAH(\*)'DL MSB3TA;6](7QJ:5"SS/8(*#M1/_T4;C[@K(ZEU4+GX@L'GM#5X5^T<#!'J.E/ M;G/MAMZFRND)*=R*NNQ/K!+FT$C2YN/6RO *T9*@+ M"[IPKJ.V9TV_/$)CO[>%&N1@3M71B)Y830-/'F?E^M.:8:\LO8K_?35=3:]] MS=5$E,)UG:<<>;U%;8P#SPIQ''),S'G+_3T8/DPZG_#^+G,M)T-A<5Z]=+F+ MWF'VF9#_P1& <,'Q6B.?4>?:+2R +YAKK8G6C)0@0O.PX3C2N\S1# 7E<13< M.[ G.DC-2]# &4ODGA1R3V1F)$_CZ-^ ]/D9T=IEON8\$#Q(%2?CZFQ58[_A MLJ;FO^9A:L(>/&[HBJ_GZ3U#/1<%F8$7+NY'@;9FT%9$Q%4S,9R2'I3H5&]X#K7E:N03,@4A(LV$TZ>(*C?FJU#4''? MW@PA_0Z.:6_$\^IJ_7FQG*Z_O?IKNIH4B2(DR2!'1A%[)ML92KUF2ZHWV7HA M69MTP^/TC NA053]5*NIX^7>)7K>++[@=#X14A4NHX$8%*VL.I[/GK2#S+)FSW))+URC=^1@YO8'G&$W?=Y=/%GL'V/FN>\]_72VGJS3= MW.[V^7O%4U30[G;QJTS'A!<(Z.4$=$D]#JJ(#9.V: M-GR_.GS@7# *'I/5!A2K/:$$A:<^H_0\!4,&O F<'J.FDYY&0V+H9*%W )Q' M*Y0WF[W4B%IONN %6@&>9? Q9+ ^E,(QE2C;5/,^2=*X9JB%5SV,]'N%T6_X M)>^6F#";O#M#R MT$J_F\[S9A;I)#F;K(P(#G7MK9XU^%1H:W8HHB7/CC@]TT'C#5'CND4M]K2A M-- EF.Y7]URWDGKUI3J!$VUX\)85\O:"KIV#$Z!/CH((X;.24IATKJ/LYRGM M[8#R2(B\"+T!]=4!'I_(&?HD=92F@$XR@M+D,;CLR$X'^M0[+IUL?AOYT/3M M&=WT8; U@.P[0- S=Z1YY$'9P$"40C;?(;F<0C H9/ACD)&KTF:DUHE7V,^X M.0Z#I(%TT &:'H]?MJ:UZ)+I;Q2P6',%1=31\RR"C3D$Y956O,U6^ Q1X]ZG M;(6GH;30 :#^,5_FN/@TG_[OC:&]OF4TL:J$P&KK!H$&E-2T+IPVH'DI+J>H M@VM3H/0$0>->=VP%I"&DWR^(/G[&];\65[/TRY<_,:YO6GCMFG=-DO%!8[1@ M>.6RSO]PQGH01DF64['>MTF^'$?ON'<2SPS!(777+T)ODA3O\QQGFTK#325J M)N6N=_JEO]XDC/W.F-2 4V;??4$HL>]M7AFK ZNQ<$ MVZZ^\X_X.:>K65Z4)X0R3-WGWJ\9NA[T./[.4">J10DZUTY6W-#^'!0#;ZNG M5\<&&J&\RVV:0S2L$[W7S_4ID;_]*\ZN$H516U=W]3XO20=S^N#CXNU?^(76 M>/WU#WE]M9RO/BQFLY^WKO$DV<***()$E4+-]!9 571M$"LY9B5+:=,NJS5G MG=3]G(C3APF)CO#0K_V- ">"R)9QVLEVURK*<$2D]O7OY?D-! M=9$6V\N"JXGG*(Q5!N@+<>X,>?#*: A2)>02 VLT+&@(ZL<]\;Y$I+<#1[\& M^G&>7U\MJY(?X3H'F7TI$9 Q"FJ5U^"*=I"D9CZJXK-KX]L-0_^XA_<_SJ(8 M!B#]+HLW^3&N_\CK]2QO)CC\:[K^3+]?E;0KWJR)-VZ90"LM2!,H;F8U:%?$ MO);6FY1,LQMR@[(Q;D;B$A?)&>#2SWWM)V3PX68JU'=">(=_KO+OY=6??\ZF ML=;Q;.=;TT?OIE^FZ]U "INEKGN:'MMTPVH 3/C MYF$N&"^_G:=V1^F_Y74M!J$W;1IJ'G-,?O\1@QR!/TO70,?;;W%9X5.1M'G) MS9DA[==1,UNW;%=J<1XYNK$8$%P4\G!59*G->=93%)T\VNO>R '2>FQR2C!;/PNH-2>,>W@V"B0=#NP81?Z_9N'M+ M=5/'?52^[?$'M3 GC]'8VJA($7/0:( \EGJ%G2-XI+TC2^E#T9[D+Y>=XS20(@"P2K!+ \F MB=RFI.I(@CLU2(?@Z<$=Y#.HKH-SGULV7\W7TU19FG[-?^1XM8W-MRYE3IO# MKL67/Z_6.Q?T:8/-&:980H&DD RVM@5HF2IS>'/\+R,FSMHC.M1 M%'XA._1M3UT5SX/&H]15P=X_%>>?OI,=+_Z MFI?X*?]V5>^O_UXV$ES]?K5>K7%>3RZWBXW%K DLY-:X>L4Y.0L^T!!X-6!="B$:@ ML&W.. \D=-P\]3EQ.(BJ.D#BHT<*$\=X=H$A)%/;ED?"C=HD+>Q M>H^2,V[ZM@FJ3A=[A]BY=@@P>B^EU9!\J/V'600GR1@7IX7U7CN%YTE3'.*E M-CAS.<_/42"A*66' M9RU Z5+#ST V2YI@>0VZ:(BD22:G=89AB]:Z@B.2*TBHO MU@=F(W)M&W5G'92/3@]:#D%?NP/G@Q7=P6Y](L\_?7O\ =N.WSD+BK,$I.SJ MF)MZ];]P!R(DE%A2:SF[T=G@ZAA[!F;_YA_ MS2L**C_0U^4TUM.NRL\_YM/U:L>.4]F)4ABM.$?>F*S]*61,8+V51GE= GG_5P;+S];7_ M%T4(G'N04H4Z1%J3,#(#F5$%%W0HJ2RD^Y%EM MDO >E^MO'VF+6^&VJ<,Q51)//FN0 HC]*!VHMN&IE]W>'Y9&1N=) L&3QG4] M*B%C#!1H%,65U*[15O@29:>'O(\__[87Y^UE*C0A&L<,1%9W('0>,&\DX834 MY$*G1KWV#B!R[.:1 ^+H83C<1E679JN.OZ+^PA.;VJV&E]9?1)VE0$4(XVBK M*A3 ,*[!(PIR'5UD*>G"&U6+M[9>=VY"7\?X>?EU&O-U#6U.=6?/].+K1NYQ MM\E_N&D,L^V0]WJQ6J]N%]!F)<: 8 VO U"TAF"9"_(@PN#0[^EL]Y*@N\0F5LGL_NZEM?9Z3;<1Q%+F=6\=#L/6T=6REO@Y.>FK?P4T?S]V(> M.-8TC(RK(91\OT"@],D/G;QT^_+-)WC\MOV M5NAU482T3(DH(7B6Z@RG!)[G#,87;9QU*=\?F/I$H=-C3Q\7!*>J:S&D[#HP M&(\6Q0B9DU?>@RV"PAW//2"9SUJXD+S4R5/ T\1D'%V!A/WV/;B MGYO"O>^K]&R0U@948.K<-^6B A2UG#UGC-H4@7*_NLA''CYN">20UN)4R75@ M++8-539"^6G'00K"\"(=.!8$*!,0 A:$'&.VP:,J+K7Q+A[0,FX5X\"&XD11 M=P"6_7SWC?_%.3>IMN/QBB,)2DI 7TA0/E3;B%FR-OO-_C3V4JAQKHBHD?8Z MP^5NH>:4HN8\0(R,S' T&8+5&HI0.EN9C!-MC-A#6OH\Y3E5Z\^ ZP@5C BB MU7(]>57*9IA 3F_GZ^GZV_5=!9D<<[6E:*QS))BM#;RS!6$98[2Z&%3$G5F:.ZMI>^2@;9%!NSK7FX-SM)"82:H8 MEI7EY9Q;WMY[7#-?NYL][F#]] NUW3(T/ >?6(3D/:V;: 6$Q U]*4IXPU'R ML]8&=;S5':[\_4!UA";&#O4_UISD\O=";][9WTR;OD87@>QM!!42[?G&&3"Q M:,FD4"7O=W?VP:.[Q,(Q.EL,)L!^K9MCE _YSZME_%R+8U[-TX>\GA(A;ZZ6 MV\[K==+SYN!]$BPYED5JR"*2;^B1U7LTM;&J$L:'G$)J@\)#J.S2PAV)CP?9 MTT;*NA@@_A-G5WE26-&>ZPQ6H:#PI(;$D1P(P=%CH7V#V!X1AQLBQQ[H/3H, M#U?5V'[8?;[NN[([OUR&O.$DWU1-@N07E575R!YN9G<58?)2YZLNS_&X @0 MW7_KV).BQ\#229(?'5(W-U;GFB M3/%!"0V:,XJLM8S@$ T(BJCKH$/$^R<13P'L:!K&GJS<#&[GT MK,<'I?8-2LOW?673BO.C^#Y7(3K:DEG,$JR7JH[;UN",D2"T1,UDT*VFPO99 MB)[0%)@'06+1 M1C_]0NVZ/HI)G;C/P'4]6+<44*'GB73!MSDN>)6M^-X&WLU@-2NH3/,6I^ M4)!XBLP[ ,T?>48_^O1JGG[%Y;_SFKY_^U=UA_..'\Z3X9X"[\)U!,710E!U MC:48* I")AK-<'R)LG'/;-M!:E"-=("P#Z08(N!S'6^>O^;9XL\JL.]9LM:) M$(*J-<$4WDLIP.N@*<;GKE@*NG-JU:'D1>+&/=1MA[.A]=(!U/Z6YWF),^+H M5?HRG4]K[%.OEW_/E+.F%),5"%O(82BB@$-:25:KB"K;A+E-7>M>Y(U[[ML. M;L/KI@/ /5HA:!Q,^0?5,AZBB;%35@]+ M\5"KXB(CXRYBW'[!+ UHF5-F@1=7[AFM'Z&6\2"=/5_+>(@ ^[4JMXDW+*B< M0&H103ADU;"%),:M:P>I):QL[+\!EO9<9KJ 'F[9EZ[R=L/$G$[ MMW""@IS.X!G4WNXD,DW>)@\%8D)TDH4D?)LN,/O1UZ55.Q(3]YOO#J^@HV'W M-2_#HF6>O%XLGJYKR+/".?$YK\1ZGQS6L?.YQ@^2W]Z9WH-SUG?>]NO>^ MVS:F-\G&%)ACF\DQ+,DZH*B +\@A,B.48)DVR#835PXB T[]!X&1_+B4BY)0_7R04E3 )'V0R53D,Q)$TJ;@I6SF+UZ [D^NC[C M"F>_A]GTTT:1/],K\T$0/78/>7QK&WF63KN' MX=8PSWP@\,A0KSPE@JPSMC;-\#X4R1-S;1++9W42WRWFGS[FY9?WNR+CVY?O MII,(56Q.,I,[46J]0'&U,,]!KOV,@@D9?9MVNR]1=DDV\! LW7<$!]50!PY(W<4?&,V!M:5Q?HW?U]L:I_^&5>ED@RO2(G>'EG%:[:.'W[OK6U M+W@4]Z.XB-DF%;D1( VOC4&8 H>* U>*%<9UX:Y-!\2SNHC7V\!M%#:Q.0?E M9 3.,5,DQR0X01N $<%9^J&6NDTZ_R$ME^0&'H*7!SV(3]/"\59PL<;9,$VK M'W#PYBK_,O^-EN['_^39U_PKB>_S:B(C.E=8 6:]J(V5 Z"(!8Q,1229#&O4 MD&%/ B_)#1P6<:?K:^R*DH<\?5S\E-_C--4SI=_G^>-_%B36CX0K\C*\R,J& M!%DD16ZNRN!J?Q^=!0;DY'MH]M)^>_!;+\G1.P9=;=70J[/WQU58Y?^^J@7, M7ZMPCW'='CQC$$?L>' Y91#Q7XH5.2$.?.I136Q*RXCM21BEQ$.16@,3P=>1N :<\PYR=I)V M$\R6->HO=Q[3LBW94\5@DK0Y6F4V;2XY^,@1$F)(RJ/A["Q6I8,> X,@X06# MXE#[4RGBG-D)&RIWJV)($T1 M1B>(NCIUU@=P+&HHCOOBN14Q/V.8QQ.5MEB /F-?6K[M^F:'O++ MO"R67[:GA3E^GB]FBT_?_GX5\O3UXMW'-_\U_?O5=<-^Q9T7VH'7ENQE3 &0 MN4#^O]0E!(="[W=+\, 7CP>1XU6[.).;X&1>9L%;7RF M-N[7J8!7T4,(7D>6K"CW"]N> ,G])X^S60R'@I,DU9^G^>[FMID+0DBG(R#F M0' EI(;H)6C)K/ BB-0H:_T412/?$6T<\!XG^!X A/7B[*8!Z^O%?#4E-6R4 M\B''//V:T^_S.Y<9)ZY86@3>T^I0')1P&LJ MT'XTG7(OZK8=P//O>NQFHJ=D@T]\!5GM8$MLJ<'P-:BK&W-#&!"56\R>T#%39UW MEGT0UN_9X:(34[CW&MJXPTP*XC\R2$;6"-<6P,(3,(LB"\E;@5>KO/R:5S<9(Y<(';X@8"[DK)I0 MP(5$01GYQKD$)05KTP)R/_IZQ=Y)X%@TUU3W^-N='$6>D25C0"6O005IB"?C M(,K HXX&+;:I*=F'NG$#V1:H. AX1ZBH2]C]7M[L2/F(?[U:K?+ZND&Y]DDP M30PI4?OE!V5K3R@-VG'$0LYR,<_E]X9$WY-$]@S"8Q#R(@2'4=>(2#QD\[@] MGM*J2&5U@,Q4;<.I!?@<&-B2I<<05,GG\GT?(6^<1,-YMN'V^NK +/ZZ^+II M8_W+_/DE_6$QF_V\6/X'EVEBK$1;"Y=E)&=:Z9+!V61 HDBTJ'--#3"1T%N?58P=0?9ZQGW!6/YHHDXIEV8*J$]&5R1$"*@G%1*?0&%4:]13? MB[QQ=^WF(#G(CSQ&8T?#\,_M*/$U+M=G ./KS[C\1([*H@Z_H<^O.X$&[@4Y M*@B^D B5J@GM(!VX;% )Z5UJU(/\*'+'+3GK"ZQ#:+1[&_HFIZMM:^:)UN2E M.^8@>,:(+ZWKM*8(:#2YTTF+8MHTM=Z7PG$+%_H"YY%Z.QR/?HO'>?Y4NQY_ M///6;FU0Z)0'H43=+1(#IQ@M/8$F"%:RC6-@\I"MO=E4FKX >8S&3MS:W\[3 M/OF_W0_JEX"K_/_^7_\'4$L! A0#% @ *(:(5(!+.@PD P +Q, !X M ( ! &=I=&QA8BTR,#(R,#$S,7AE>'@R,3%F>3(R+FAT M;5!+ 0(4 Q0 ( "B&B%0>=C=*TP( 'P' > " 6 # M !G:71L86(M,C R,C Q,S%X97AX,C,Q9GDR,BYH=&U02P$"% ,4 " H MAHA4L<+HA. ' #Z)@ '@ @ %O!@ 9VET;&%B+3(P,C(P M,3,Q>&5X>#,Q,69Y,C(N:'1M4$L! A0#% @ *(:(5-#AM K5!P [B8 M !X ( !BPX &=I=&QA8BTR,#(R,#$S,7AE>'@S,3)F>3(R M+FAT;5!+ 0(4 Q0 ( "B&B%0;"AE4Q00 &D4 > " M 9P6 !G:71L86(M,C R,C Q,S%X97AX,S(Q9GDR,BYH=&U02P$"% ,4 M" HAHA4BK.@P[P$ !=% '@ @ &=&P 9VET;&%B+3(P M,C(P,3,Q>&5X>#,R,F9Y,C(N:'1M4$L! A0#% @ *(:(5/N2ULZ4&@ M2ID !T ( !E2 &=I=&QA8BTR,#(R,#$S,7AE>'@T-&9Y M,C(N:'1M4$L! A0#% @ *(:(5)18-/.S' 0 :GXJ !$ M ( !9#L &=T;&(M,C R,C Q,S$N:'1M4$L! A0#% @ *(:(5%I,21_+ M%P \A,! !$ ( !1E@$ &=T;&(M,C R,C Q,S$N>'-D4$L! M A0#% @ *(:(5+*3%]1B*@ 4+$! !4 ( !0' $ &=T M;&(M,C R,C Q,S%?8V%L+GAM;%!+ 0(4 Q0 ( "B&B%3D0D0N$*$ -4@ M!P 5 " =6:! !G=&QB+3(P,C(P,3,Q7V1E9BYX;6Q02P$" M% ,4 " HAHA4-D1S,G\! 0"X3P$ % @ $8/ 4 9W1L M8BTR,#(R,#$S,5]G,2YJ<&=02P$"% ,4 " HAHA4Y5X.L9%# 0!GJ@T M%0 @ ')/08 9W1L8BTR,#(R,#$S,5]L86(N>&UL4$L! A0# M% @ *(:(5*X(E.?!U@ =>P) !4 ( !C8$' &=T;&(M F,C R,C Q,S%?<')E+GAM;%!+!08 #@ . -\# "!6 @ ! end