(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Exhibit Number | Description | |
99.1 | ||
Okta, Inc. | ||
By: | /s/ William E. Losch | |
Name: | William E. Losch | |
Title: | Chief Financial Officer | |
• | Q4 revenue grew 45% year-over-year; subscription revenue grew 46% year-over-year |
• | Remaining performance obligations, or subscription revenue backlog, grew 66% year-over-year |
• | Achieved positive operating and free cash flows for fiscal 2020 |
• | Revenue: Total revenue was $167.3 million, an increase of 45% year-over-year. Subscription revenue was $158.5 million, an increase of 46% year-over-year. |
• | Remaining Performance Obligations (RPO): RPO was $1.21 billion, an increase of 66% year-over-year. Current RPO, which is subscription revenue expected to be recognized over the next 12 months, was $592.3 million, up 54% compared to the fourth quarter of fiscal 2019. |
• | Calculated Billings: Total calculated billings were $225.0 million, an increase of 42% year-over-year. |
• | Operating Loss: GAAP operating loss was $44.7 million, or 26.7% of total revenue, compared to $27.7 million, or 24.0% of total revenue, in the fourth quarter of fiscal 2019. Non-GAAP operating loss was $5.6 million, or 3.3% of total revenue, compared to $4.9 million, or 4.3% of total revenue, in the fourth quarter of fiscal 2019. |
• | Net Loss: GAAP net loss was $50.5 million, compared to $30.8 million in the fourth quarter of fiscal 2019. GAAP net loss per share was $0.42, compared to $0.28 in the fourth quarter of fiscal 2019. Non-GAAP net loss was $1.7 million, compared to $4.4 million in the fourth quarter of fiscal 2019. Non-GAAP net loss per share was $0.01, compared to $0.04 in the fourth quarter of fiscal 2019. |
• | Cash Flow: Net cash provided by operations was $24.8 million, or 14.8% of total revenue, compared to net cash provided by operations of $10.1 million, or 8.8% of total revenue, in the fourth quarter of fiscal 2019. Free cash flow was $18.1 million, or 10.8% of total revenue, compared to $4.8 million, or 4.1% of total revenue, in the fourth quarter of fiscal 2019. |
• | Cash, cash equivalents, and short-term investments were $1.40 billion. |
• | Revenue: Total revenue was $586.1 million, an increase of 47% year-over-year. Subscription revenue was $552.7 million, an increase of 49% year-over-year. |
• | Calculated Billings: Total calculated billings were $703.6 million, an increase of 44% year-over-year. |
• | Operating Loss: GAAP operating loss was $185.8 million, or 31.7% of total revenue, compared to $119.6 million, or 30.0% of total revenue for fiscal 2019. Non-GAAP operating loss was $48.5 million, or 8.3% of total revenue, compared to $41.5 million, or 10.4% of total revenue for fiscal 2019. |
• | Net Loss: GAAP net loss was $208.9 million, compared to $125.5 million for fiscal 2019. GAAP net loss per share was $1.78, compared to $1.17 for fiscal 2019. Non-GAAP net loss was $36.7 million, compared to $34.1 million for fiscal 2019. Non-GAAP net loss per share was $0.31, compared to $0.32 for fiscal 2019. |
• | Cash Flow: Net cash provided by operations was $55.6 million, or 9.5% of total revenue, compared to net cash provided by operations of $15.2 million, or 3.8% of total revenue for fiscal 2019. Free cash flow was $36.3 million, or 6.2% of total revenue, compared to negative $6.8 million, or 1.7% of total revenue for fiscal 2019. |
• | Total revenue of $171 million to $173 million, representing a growth rate of 37% to 38% year-over-year |
• | Non-GAAP operating loss of $33.2 million to $32.2 million |
• | Non-GAAP net loss per share of $0.24 to $0.23, assuming weighted shares outstanding of approximately 123 million |
• | Total revenue of $770 million to $780 million, representing a growth rate of 31% to 33% year-over-year |
• | Non-GAAP operating loss of $65.0 million to $57.0 million |
• | Non-GAAP net loss per share of $0.42 to $0.37, assuming weighted shares outstanding of approximately 125 million |
Three Months Ended January 31, | Twelve Months Ended January 31, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Revenue: | |||||||||||||||
Subscription | $ | 158,514 | $ | 108,462 | $ | 552,688 | $ | 370,855 | |||||||
Professional services and other | 8,813 | 7,009 | 33,379 | 28,399 | |||||||||||
Total revenue | 167,327 | 115,471 | 586,067 | 399,254 | |||||||||||
Cost of revenue: | |||||||||||||||
Subscription(1) | 33,864 | 21,546 | 116,445 | 77,354 | |||||||||||
Professional services and other(1) | 10,819 | 9,840 | 42,937 | 36,067 | |||||||||||
Total cost of revenue | 44,683 | 31,386 | 159,382 | 113,421 | |||||||||||
Gross profit | 122,644 | 84,085 | 426,685 | 285,833 | |||||||||||
Operating expenses: | |||||||||||||||
Research and development(1) | 43,360 | 30,031 | 159,269 | 102,385 | |||||||||||
Sales and marketing(1) | 92,635 | 62,552 | 340,356 | 227,960 | |||||||||||
General and administrative(1) | 31,352 | 19,237 | 112,892 | 75,110 | |||||||||||
Total operating expenses | 167,347 | 111,820 | 612,517 | 405,455 | |||||||||||
Operating loss | (44,703 | ) | (27,735 | ) | (185,832 | ) | (119,622 | ) | |||||||
Interest expense | (10,646 | ) | (4,179 | ) | (27,017 | ) | (15,072 | ) | |||||||
Interest income and other, net | 5,743 | 2,969 | 17,089 | 9,180 | |||||||||||
Loss on early extinguishment of debt | — | — | (14,572 | ) | — | ||||||||||
Interest expense and other, net | (4,903 | ) | (1,210 | ) | (24,500 | ) | (5,892 | ) | |||||||
Loss before provision for (benefit from) income taxes | (49,606 | ) | (28,945 | ) | (210,332 | ) | (125,514 | ) | |||||||
Provision for (benefit from) income taxes | 866 | 1,866 | (1,419 | ) | (17 | ) | |||||||||
Net loss | $ | (50,472 | ) | $ | (30,811 | ) | $ | (208,913 | ) | $ | (125,497 | ) | |||
Net loss per share, basic and diluted | $ | (0.42 | ) | $ | (0.28 | ) | $ | (1.78 | ) | $ | (1.17 | ) | |||
Weighted-average shares used to compute net loss per share, basic and diluted | 121,562 | 110,223 | 117,221 | 107,504 | |||||||||||
Three Months Ended January 31, | Twelve Months Ended January 31, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Cost of subscription revenue | $ | 3,786 | $ | 2,024 | $ | 12,923 | $ | 7,837 | |||||||
Cost of professional services and other revenue | 1,872 | 1,706 | 7,164 | 4,983 | |||||||||||
Research and development | 11,361 | 6,866 | 37,683 | 22,642 | |||||||||||
Sales and marketing | 11,118 | 7,064 | 38,077 | 22,916 | |||||||||||
General and administrative | 8,793 | 4,761 | 30,777 | 17,942 | |||||||||||
Total share-based compensation expense | $ | 36,930 | $ | 22,421 | $ | 126,624 | $ | 76,320 | |||||||
As of January 31, | ||||||||
2020 | 2019 | |||||||
As Adjusted(1) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 520,048 | $ | 298,394 | ||||
Short-term investments | 882,976 | 265,374 | ||||||
Accounts receivable, net of allowances | 130,115 | 91,926 | ||||||
Deferred commissions | 33,636 | 24,185 | ||||||
Prepaid expenses and other current assets | 32,950 | 28,237 | ||||||
Total current assets | 1,599,725 | 708,116 | ||||||
Property and equipment, net | 53,535 | 52,921 | ||||||
Operating lease right-of-use assets | 125,204 | 121,389 | ||||||
Deferred commissions, noncurrent | 77,874 | 54,812 | ||||||
Intangible assets, net | 32,529 | 13,897 | ||||||
Goodwill | 48,023 | 18,089 | ||||||
Other assets | 18,505 | 15,089 | ||||||
Total assets | $ | 1,955,395 | $ | 984,313 | ||||
Liabilities and stockholders' equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 3,837 | $ | 2,431 | ||||
Accrued expenses and other current liabilities | 36,887 | 33,653 | ||||||
Accrued compensation | 40,300 | 19,770 | ||||||
2023 Convertible senior notes, net | 100,703 | 271,628 | ||||||
Deferred revenue | 365,236 | 245,622 | ||||||
Total current liabilities | 546,963 | 573,104 | ||||||
2025 Convertible senior notes, net | 837,002 | — | ||||||
Operating lease liabilities, noncurrent | 154,511 | 147,046 | ||||||
Deferred revenue, noncurrent | 6,214 | 8,768 | ||||||
Other liabilities, noncurrent | 5,361 | 3,018 | ||||||
Total liabilities | 1,550,051 | 731,936 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock | — | — | ||||||
Class A common stock | 11 | 10 | ||||||
Class B common stock | 1 | 1 | ||||||
Additional paid-in capital | 1,105,564 | 744,896 | ||||||
Accumulated other comprehensive income (loss) | 892 | (319 | ) | |||||
Accumulated deficit | (701,124 | ) | (492,211 | ) | ||||
Total stockholders’ equity | 405,344 | 252,377 | ||||||
Total liabilities and stockholders' equity | $ | 1,955,395 | $ | 984,313 | ||||
Twelve Months Ended January 31, | |||||||
2020 | 2019 | ||||||
As Adjusted(1) | |||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (208,913 | ) | $ | (125,497 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Stock-based compensation | 126,624 | 76,320 | |||||
Depreciation, amortization and accretion | 17,815 | 8,001 | |||||
Amortization of debt discount and issuance costs | 25,892 | 14,279 | |||||
Amortization of deferred commissions | 28,588 | 20,852 | |||||
Deferred income taxes | (2,253 | ) | (765 | ) | |||
Non-cash charitable contributions | 1,746 | 1,008 | |||||
Loss on early extinguishment of debt | 14,572 | — | |||||
Other, net | (130 | ) | 640 | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (37,515 | ) | (39,682 | ) | |||
Deferred commissions | (61,224 | ) | (41,342 | ) | |||
Prepaid expenses and other assets | (4,080 | ) | (10,334 | ) | |||
Operating lease right-of-use assets | 12,951 | 17,239 | |||||
Accounts payable | 1,689 | (1,437 | ) | ||||
Accrued compensation | 23,034 | 7,429 | |||||
Accrued expenses and other liabilities | 9,972 | 5,800 | |||||
Operating lease liabilities | (9,716 | ) | (6,642 | ) | |||
Deferred revenue | 116,432 | 89,303 | |||||
Net cash provided by operating activities | 55,603 | 15,172 | |||||
Cash flows from investing activities: | |||||||
Capitalization of internal-use software costs | (3,888 | ) | (2,851 | ) | |||
Purchases of property and equipment | (15,442 | ) | (19,811 | ) | |||
Proceeds from sales of property and equipment | — | 740 | |||||
Purchases of securities available for sale and other | (999,387 | ) | (631,488 | ) | |||
Proceeds from maturities and redemption of securities available for sale | 356,277 | 298,650 | |||||
Proceeds from sales of securities available for sale and other | 27,271 | 173,072 | |||||
Purchases of intangible assets | (8,589 | ) | — | ||||
Payments for business acquisition, net of cash acquired | (44,283 | ) | (15,632 | ) | |||
Net cash used in investing activities | (688,041 | ) | (197,320 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from issuance of convertible senior notes, net of issuance costs | 1,040,660 | 334,980 | |||||
Payments for repurchases of 2023 convertible senior notes | (224,414 | ) | — | ||||
Purchases of hedges related to 2023 convertible senior notes | — | (80,040 | ) | ||||
Proceeds from hedges related to 2023 convertible senior notes | 405,851 | — | |||||
Proceeds from issuance of warrants related to 2023 convertible senior notes | — | 52,440 | |||||
Payments for warrants related to 2023 convertible senior notes | (358,622 | ) | — | ||||
Purchases of capped calls related to 2025 convertible senior notes | (74,094 | ) | — | ||||
Proceeds from stock option exercises, net of repurchases | 45,363 | 36,861 | |||||
Proceeds from shares issued in connection with employee stock purchase plan | 18,767 | 13,727 | |||||
Other, net | (126 | ) | (206 | ) | |||
Net cash provided by financing activities | 853,385 | 357,762 | |||||
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash | (209 | ) | (632 | ) | |||
Net increase in cash, cash equivalents and restricted cash | 220,738 | 174,982 | |||||
Cash, cash equivalents and restricted cash at beginning of period | 311,215 | 136,233 | |||||
Cash, cash equivalents and restricted cash at end of period | $ | 531,953 | $ | 311,215 | |||
(1) | The condensed consolidated statement of cash flows for the prior period has been adjusted to reflect the adoption of ASC 842. |
Three Months Ended January 31, | Twelve Months Ended January 31, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Gross profit | $ | 122,644 | $ | 84,085 | $ | 426,685 | $ | 285,833 | |||||||
Add: | |||||||||||||||
Stock-based compensation expense included in cost of revenue(1) | 5,658 | 3,730 | 20,087 | 12,820 | |||||||||||
Amortization of acquired intangibles | 1,593 | 383 | 5,488 | 832 | |||||||||||
Non-GAAP gross profit | $ | 129,895 | $ | 88,198 | $ | 452,260 | $ | 299,485 | |||||||
Gross margin | 73 | % | 73 | % | 73 | % | 72 | % | |||||||
Non-GAAP gross margin | 78 | % | 76 | % | 77 | % | 75 | % | |||||||
Three Months Ended January 31, | Twelve Months Ended January 31, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Operating loss | $ | (44,703 | ) | $ | (27,735 | ) | $ | (185,832 | ) | $ | (119,622 | ) | |||
Add: | |||||||||||||||
Stock-based compensation expense(1) | 36,930 | 22,421 | 126,624 | 76,320 | |||||||||||
Charitable contributions | 584 | — | 1,746 | 1,008 | |||||||||||
Amortization of acquired intangibles | 1,593 | 383 | 5,488 | 832 | |||||||||||
Acquisition-related expenses(2) | — | — | 3,449 | — | |||||||||||
Non-GAAP operating loss | $ | (5,596 | ) | $ | (4,931 | ) | $ | (48,525 | ) | $ | (41,462 | ) | |||
Operating margin | (27 | )% | (24 | )% | (32 | )% | (30 | )% | |||||||
Non-GAAP operating margin | (3 | )% | (4 | )% | (8 | )% | (10 | )% | |||||||
Three Months Ended January 31, | Twelve Months Ended January 31, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Net loss | $ | (50,472 | ) | $ | (30,811 | ) | $ | (208,913 | ) | $ | (125,497 | ) | |||
Add: | |||||||||||||||
Stock-based compensation expense(1) | 36,930 | 22,421 | 126,624 | 76,320 | |||||||||||
Charitable contributions | 584 | — | 1,746 | 1,008 | |||||||||||
Amortization of acquired intangibles | 1,593 | 383 | 5,488 | 832 | |||||||||||
Acquisition-related expenses(2) | — | — | 3,449 | — | |||||||||||
Amortization of debt discount | 9,621 | 3,655 | 24,138 | 13,194 | |||||||||||
Loss on early extinguishment of debt, net of debt issuance costs | — | — | 10,794 | — | |||||||||||
Non-GAAP net loss | $ | (1,744 | ) | $ | (4,352 | ) | $ | (36,674 | ) | $ | (34,143 | ) | |||
Net margin | (30 | )% | (27 | )% | (36 | )% | (31 | )% | |||||||
Non-GAAP net margin | (1 | )% | (4 | )% | (6 | )% | (9 | )% | |||||||
Net loss per share | $ | (0.42 | ) | $ | (0.28 | ) | $ | (1.78 | ) | $ | (1.17 | ) | |||
Non-GAAP net loss per share | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.31 | ) | $ | (0.32 | ) | |||
Free Cash Flow | |||||||||||||||
Three Months Ended January 31, | Twelve Months Ended January 31, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Net cash provided by operating activities | $ | 24,835 | $ | 10,104 | $ | 55,603 | $ | 15,172 | |||||||
Less: | |||||||||||||||
Purchases of property and equipment | (5,462 | ) | (5,558 | ) | (15,442 | ) | (19,811 | ) | |||||||
Capitalization of internal-use software costs | (1,229 | ) | (522 | ) | (3,888 | ) | (2,851 | ) | |||||||
Proceeds from sales of property and equipment | — | 740 | — | 740 | |||||||||||
Free cash flow | $ | 18,144 | $ | 4,764 | $ | 36,273 | $ | (6,750 | ) | ||||||
Net cash provided by (used in) investing activities | $ | (562,939 | ) | $ | 80,896 | $ | (688,041 | ) | $ | (197,320 | ) | ||||
Net cash provided by financing activities | $ | 18,654 | $ | 15,410 | $ | 853,385 | $ | 357,762 | |||||||
Free cash flow margin | 10.8% | 4.1% | 6.2% | (1.7)% | |||||||||||
Calculated Billings | |||||||||||||||
Three Months Ended January 31, | Twelve Months Ended January 31, | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Total revenue | $ | 167,327 | $ | 115,471 | $ | 586,067 | $ | 399,254 | |||||||
Add: | |||||||||||||||
Unbilled receivables, current (beginning of period) | 1,028 | 1,581 | 1,457 | 809 | |||||||||||
Deferred revenue, current (end of period) | 365,236 | 245,622 | 365,236 | 245,622 | |||||||||||
Less: | |||||||||||||||
Unbilled receivables, current (end of period) | (1,026 | ) | (1,457 | ) | (1,026 | ) | (1,457 | ) | |||||||
Deferred revenue, current (beginning of period) | (306,743 | ) | (206,146 | ) | (245,622 | ) | (159,816 | ) | |||||||
Current calculated billings | 225,822 | 155,071 | 706,112 | 484,412 | |||||||||||
Add: | |||||||||||||||
Deferred revenue, noncurrent (end of period) | 6,214 | 8,768 | 6,214 | 8,768 | |||||||||||
Less: | |||||||||||||||
Deferred revenue, noncurrent (beginning of period) | (7,013 | ) | (4,977 | ) | (8,768 | ) | (4,963 | ) | |||||||
Calculated billings | $ | 225,023 | $ | 158,862 | $ | 703,558 | $ | 488,217 | |||||||