CLOUDERA, INC., 10-Q filed on 9/2/2021
Quarterly Report
v3.21.2
Cover Page - shares
 6 Months Ended
Jul. 31, 2021
Aug. 31, 2021
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jul. 31, 2021  
Document Transition Report false  
Entity File Number 001-38069  
Entity Registrant Name CLOUDERA, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 26-2922329  
Entity Address, Address Line One 5470 Great America Parkway  
Entity Address, City or Town Santa Clara  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 95054  
City Area Code 650  
Local Phone Number 362-0488  
Title of 12(b) Security Common Stock, $0.00005 par value  
Trading Symbol CLDR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   296,216,908
Entity Central Index Key 0001535379  
Current Fiscal Year End Date --01-31  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.21.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jul. 31, 2021
Jan. 31, 2021
Current assets:    
Cash and cash equivalents $ 134,075 $ 298,672
Marketable securities 302,989 297,721
Accounts receivable, net 177,823 316,098
Deferred contract costs 49,347 53,048
Prepaid expenses and other current assets 29,907 32,382
Total current assets 694,141 997,921
Property and equipment, net 15,925 18,065
Marketable securities, non-current 355,684 173,281
Intangible assets, net 537,995 532,630
Goodwill 620,724 599,291
Deferred contract costs, non-current 24,112 31,170
Operating lease right-of-use assets 131,668 146,424
Other assets 10,498 9,819
TOTAL ASSETS 2,390,747 2,508,601
Current liabilities:    
Accounts payable 1,969 2,713
Accrued compensation 56,463 56,643
Other accrued liabilities 30,331 30,196
Operating lease liabilities 23,152 19,574
Total current liabilities 587,768 663,109
Long-term debt 485,273 487,089
Operating lease liabilities, non-current 155,446 169,296
Other accrued liabilities, non-current 5,350 6,763
TOTAL LIABILITIES 1,278,598 1,380,671
STOCKHOLDERS’ EQUITY:    
Preferred stock, $0.00005 par value; 20,000,000 shares authorized, no shares issued and outstanding as of July 31, 2021 and January 31, 2021 0 0
Common stock $0.00005 par value; 1,200,000,000 shares authorized as of July 31, 2021 and January 31, 2021; 296,212,583 and 291,220,735 shares issued and outstanding as of July 31, 2021 and January 31, 2021, respectively 15 15
Additional paid-in capital 2,835,956 2,776,690
Accumulated other comprehensive (loss) income (861) 580
Accumulated deficit (1,722,961) (1,649,355)
TOTAL STOCKHOLDERS’ EQUITY 1,112,149 1,127,930
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 2,390,747 2,508,601
Contract liabilities    
Current liabilities:    
Contract liabilities 475,853 553,983
Contract liabilities, non-current $ 44,761 $ 54,414
v3.21.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jul. 31, 2021
Jan. 31, 2021
Statement of Financial Position [Abstract]    
Preferred stock par value (in dollars per share) $ 0.00005 $ 0.00005
Preferred stock authorized (in shares) 20,000,000 20,000,000
Preferred stock issued (in shares) 0 0
Preferred stock outstanding (in shares) 0 0
Common stock par value (in dollars per share) $ 0.00005 $ 0.00005
Common stock authorized (in shares) 1,200,000,000 1,200,000,000
Common stock issued (in shares) 296,212,583 291,220,735
Common stock outstanding (in shares) 296,212,583 291,220,735
v3.21.2
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Revenue:        
Total revenue $ 236,057 $ 214,336 $ 460,340 $ 424,796
Cost of Revenue:        
Total cost of revenue [1],[2] 44,973 49,639 88,091 103,880
Gross profit [1],[2] 191,084 164,697 372,249 320,916
Operating expenses:        
Research and development [1],[2] 70,785 62,304 136,610 126,520
Sales and marketing [1],[2] 110,257 105,760 218,085 218,895
General and administrative [1],[2] 42,895 33,167 84,159 67,842
Total operating expenses [1],[2] 223,937 201,231 438,854 413,257
Loss from operations (32,853) (36,534) (66,605) (92,341)
Interest (expense) income, net (3,621) 1,444 (7,104) 3,685
Other income (expense), net 26 980 (674) (1,517)
Loss before provision for income taxes (36,448) (34,110) (74,383) (90,173)
Benefit (provision) for income taxes 3,243 (1,887) 777 (3,838)
Net loss $ (33,205) $ (35,997) $ (73,606) $ (94,011)
Net loss per share, basic (in usd per share) $ (0.11) $ (0.12) $ (0.25) $ (0.32)
Net loss per share, diluted (in usd per share) $ (0.11) $ (0.12) $ (0.25) $ (0.32)
Weighted-average shares used in computing net loss, per share basic ( in shares) 294,330 300,103 293,447 297,724
Weighted-average shares used in computing net loss, per share diluted (in shares) 294,330 300,103 293,447 297,724
Subscription        
Revenue:        
Total revenue $ 213,300 $ 191,522 $ 413,956 $ 378,607
Cost of Revenue:        
Total cost of revenue [1],[2] 25,457 27,929 49,049 56,565
Services        
Revenue:        
Total revenue 22,757 22,814 46,384 46,189
Cost of Revenue:        
Total cost of revenue [1],[2] $ 19,516 $ 21,710 $ 39,042 $ 47,315
[1] Amounts include stock-based compensation expense as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Cost of revenue – subscription
$4,162 $3,684 $8,454 $7,676 
Cost of revenue – services
2,518 3,004 5,213 6,991 
Research and development
22,506 17,057 43,767 36,881 
Sales and marketing
16,024 14,031 31,879 29,854 
General and administrative
13,339 8,841 27,860 18,653 
[2] Amounts include amortization of acquired intangible assets as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Cost of revenue – subscription $2,058 $3,080 $3,081 $6,159 
Sales and marketing 16,725 16,596 33,353 33,193 
v3.21.2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Amortization expense of acquired intangible assets $ 18,800 $ 19,700 $ 36,400 $ 39,400
Research and development        
Stock-based compensation expense 22,506 17,057 43,767 36,881
Sales and marketing        
Stock-based compensation expense 16,024 14,031 31,879 29,854
Amortization expense of acquired intangible assets 16,725 16,596 33,353 33,193
General and administrative        
Stock-based compensation expense 13,339 8,841 27,860 18,653
Subscription        
Stock-based compensation expense 4,162 3,684 8,454 7,676
Amortization expense of acquired intangible assets 2,058 3,080 3,081 6,159
Services        
Stock-based compensation expense $ 2,518 $ 3,004 $ 5,213 $ 6,991
v3.21.2
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Statement of Comprehensive Income [Abstract]        
Net loss $ (33,205) $ (35,997) $ (73,606) $ (94,011)
Other comprehensive (loss) income, net of tax:        
Foreign currency translation loss (662) (85) (427) (921)
Unrealized (loss) gain on investments (352) 559 (1,014) 1,411
Total other comprehensive (loss) income, net of tax (1,014) 474 (1,441) 490
Comprehensive loss $ (34,219) $ (35,523) $ (75,047) $ (93,521)
v3.21.2
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income
Accumulated Deficit
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
Balance at beginning of period (in shares) at Jan. 31, 2020     295,168,000        
Stockholders' equity, beginning of period at Jan. 31, 2020 $ 1,438,369 $ (798) $ 15 $ 2,923,905 $ 273 $ (1,485,824) $ (798)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Shares issued under employee stock plans (in shares)     7,837,000        
Shares issued under employee stock plans 25,961   $ 0 25,961      
Shares issued from restricted stock units vesting (in shares)     12,096,000        
Shares issued from restricted stock units vesting 0            
Shares issued under employee stock purchase plan (in shares)     800,000        
Shares issued under employee stock purchase plan $ 7,730     7,730      
Repurchases of common stock (in shares) (3,900,000)   (3,945,000)        
Repurchases of common stock $ (25,974)     (25,974)      
Stock-based compensation expense 100,055     100,055      
Shares withheld related to net settlement of restricted stock units (in shares)     (2,722,000)        
Shares withheld related to net settlement of equity awards (23,283)     (23,283)      
Other comprehensive income (loss) 490       490    
Net loss (94,011)         (94,011)  
Balance at end of period (in shares) at Jul. 31, 2020     309,234,000        
Stockholders' equity, end of period at Jul. 31, 2020 1,428,539   $ 15 3,008,394 763 (1,580,633)  
Balance at beginning of period (in shares) at Apr. 30, 2020     295,349,000        
Stockholders' equity, beginning of period at Apr. 30, 2020 1,393,463   $ 15 2,937,795 289 (1,544,636)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Shares issued under employee stock plans (in shares)     7,683,000        
Shares issued under employee stock plans 25,518     25,518      
Shares issued from restricted stock units vesting (in shares)     6,244,000        
Shares issued under employee stock purchase plan (in shares)     800,000        
Shares issued under employee stock purchase plan $ 7,730     7,730      
Repurchases of common stock (in shares) (3,900,000)            
Stock-based compensation expense $ 46,617     46,617      
Shares withheld related to net settlement of restricted stock units (in shares)     (842,000)        
Shares withheld related to net settlement of equity awards (9,266)     (9,266)      
Other comprehensive income (loss) 474       474    
Net loss (35,997)         (35,997)  
Balance at end of period (in shares) at Jul. 31, 2020     309,234,000        
Stockholders' equity, end of period at Jul. 31, 2020 1,428,539   $ 15 3,008,394 763 (1,580,633)  
Balance at beginning of period (in shares) at Jan. 31, 2021     291,221,000        
Stockholders' equity, beginning of period at Jan. 31, 2021 1,127,930   $ 15 2,776,690 580 (1,649,355)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Shares issued under employee stock plans (in shares)     626,000        
Shares issued under employee stock plans 4,062     4,062      
Shares issued from restricted stock units vesting (in shares)     8,935,000        
Shares issued from restricted stock units vesting 0   $ 0        
Shares issued under employee stock purchase plan (in shares)     709,000        
Shares issued under employee stock purchase plan $ 7,789     7,789      
Repurchases of common stock (in shares) (2,400,000)   (2,389,000)        
Repurchases of common stock $ (29,088)     (29,088)      
Stock-based compensation expense 117,173     117,173      
Shares withheld related to net settlement of restricted stock units (in shares)     (2,889,000)        
Shares withheld related to net settlement of equity awards (40,670)     (40,670)      
Other comprehensive income (loss) (1,441)       (1,441)    
Net loss (73,606)         (73,606)  
Balance at end of period (in shares) at Jul. 31, 2021     296,213,000        
Stockholders' equity, end of period at Jul. 31, 2021 1,112,149   $ 15 2,835,956 (861) (1,722,961)  
Balance at beginning of period (in shares) at Apr. 30, 2021     293,062,000        
Stockholders' equity, beginning of period at Apr. 30, 2021 1,110,971   $ 15 2,800,559 153 (1,689,756)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Shares issued under employee stock plans (in shares)     256,000        
Shares issued under employee stock plans 1,815     1,815      
Shares issued from restricted stock units vesting (in shares)     4,487,000        
Shares issued under employee stock purchase plan (in shares)     709,000        
Shares issued under employee stock purchase plan $ 7,789     7,789      
Repurchases of common stock (in shares) (800,000)   (847,000)        
Repurchases of common stock $ (10,143)     (10,143)      
Stock-based compensation expense 58,549     58,549      
Shares withheld related to net settlement of restricted stock units (in shares)     (1,454,000)        
Shares withheld related to net settlement of equity awards (22,613)     (22,613)      
Other comprehensive income (loss) (1,014)       (1,014)    
Net loss (33,205)         (33,205)  
Balance at end of period (in shares) at Jul. 31, 2021     296,213,000        
Stockholders' equity, end of period at Jul. 31, 2021 $ 1,112,149   $ 15 $ 2,835,956 $ (861) $ (1,722,961)  
v3.21.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (73,606) $ (94,011)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 40,283 44,939
Non-cash lease expense 21,365 22,692
Stock-based compensation expense 117,173 100,055
Amortization of deferred contract costs 32,935 33,410
Other 2,927 5,126
Changes in assets and liabilities:    
Accounts receivable 138,654 100,340
Prepaid expenses and other assets 2,565 14,628
Deferred contract costs (22,176) (22,290)
Accounts payable (247) (830)
Accrued compensation 2,757 (6,646)
Other accrued liabilities (6,723) (4,279)
Operating lease liabilities (16,893) (21,206)
Contract liabilities (89,002) (71,123)
Net cash provided by operating activities 150,012 100,805
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of marketable securities (478,889) (273,569)
Proceeds from sale of marketable securities 76,450 104,172
Maturities of marketable securities 210,243 123,710
Cash used in business combinations, net of cash acquired (56,427) 0
Capital expenditures (1,937) (4,430)
Net cash used in investing activities (250,560) (50,117)
CASH FLOWS FROM FINANCING ACTIVITIES    
Repurchases of common stock (29,088) (25,974)
Repayments of Debt (2,500) 0
Taxes paid related to net share settlement of restricted stock units (40,670) (23,283)
Proceeds from employee stock plans 9,191 33,639
Net cash used in financing activities (63,067) (15,618)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (982) 463
Net (decrease) increase in cash, cash equivalents and restricted cash (164,597) 35,533
Cash, cash equivalents and restricted cash — Beginning of period 302,024 110,990
Cash, cash equivalents and restricted cash — End of period 137,427 146,523
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES    
Purchases of property and equipment, accrued but not yet paid 6 127
Right-of-use assets obtained in exchange for new operating lease liabilities 2,647 6,060
Reconciliation of cash, cash equivalents and restricted cash as shown in the statement of cash flows    
Cash and cash equivalents 134,075 143,171
Restricted cash included in Other assets 3,352 3,352
Total cash, cash equivalents and restricted cash $ 137,427 $ 146,523
v3.21.2
Summary of Business and Significant Accounting Policies
 6 Months Ended
Jul. 31, 2021
Accounting Policies [Abstract]  
Summary of Business and Significant Accounting Policies Summary of Business and Significant Accounting Policies
Description of Business
Cloudera, Inc. was incorporated in the state of Delaware on June 27, 2008 and is headquartered in Santa Clara, California. Cloudera is an enterprise data cloud company. We sell software subscriptions and public cloud services for the Cloudera Data Platform (CDP) solution-set and software subscriptions for our traditional on-premises data platforms. Subscriptions include software access rights and technical support. We also provide professional services for the implementation and use of our software subscriptions, machine learning expertise and consultation, training and education services. Our offerings are based predominantly on open source software, utilizing data stored natively in public cloud object stores as well as in various open source data stores. Unless the context requires otherwise, the words “we,” “us,” “our” and “Cloudera” refer to Cloudera, Inc. and its subsidiaries taken as a whole.
Agreement and Plan of Merger
On June 1, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sky Parent Inc., a Delaware corporation (“Parent”), and Project Sky Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Cloudera, Inc., with Cloudera, Inc. surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are subsidiaries of investment funds advised by Clayton, Dubilier & Rice, LLC (“CD&R”) and Kohlberg Kravis Roberts & Co. L.P. (“KKR”), US-based private equity firms.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger:
•each share of our common stock, par value $0.00005 per share (“Common Stock”) outstanding immediately prior to the Effective Time (subject to certain exceptions, including for shares of Common Stock owned by stockholders who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will, at the Effective Time, automatically be converted into the right to receive $16.00 in cash (the “Merger Consideration”), subject to applicable withholding taxes;
•each then-outstanding, vested and unexercised option to purchase Common Stock (each a “Company Option”) shall be cancelled, with the holder of such Company Option becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per share exercise price of such Company Option, by (ii) the number of shares of Common Stock covered by such Company Option immediately prior to the Effective Time;
•each award of restricted stock units granted under any of our equity incentive plans (“Company Restricted Stock Unit Award”) that is outstanding immediately prior to the Effective Time and that vests upon the occurrence of the Effective Time by its terms and without any action by us shall be cancelled, with the holder of such Company Restricted Stock Unit Award becoming entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount in cash, less applicable tax withholdings, equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the number of shares of Common Stock covered by such Company Restricted Stock Unit Award immediately prior to the Effective Time; and
•each Company Restricted Stock Unit Award and each performance-based restricted stock unit (“Company Performance Stock Unit Award”), in each case, that is outstanding immediately prior to the Effective Time and that does not vest upon the occurrence of the Effective Time by its terms and without any action by us shall, in each case, be cancelled and be converted into the contractual right to receive a payment in an amount in cash (the “Cash Based Award”) equal to the product obtained by multiplying (i) the Merger Consideration by (ii) the number of shares of Company common stock covered by such Company Restricted Stock Unit Award or Company Performance Stock Unit Award immediately prior to the Effective Time (in the case of any Company Performance Stock Unit Award, based on 100% of the shares of Common Stock underlying such award), which Cash Based Award shall be subject to the terms and conditions applicable to such Cash Based Award (except as otherwise provided in the Merger Agreement), including the time-based vesting conditions and any accelerated vesting provisions applicable to such Company Restricted Stock Unit Award or Company Performance Stock Unit Award.
Our board of directors unanimously approved and declared to be in the best interest of the company and its stockholders, the Merger Agreement and the transactions contemplated thereby, including the Merger, and recommended that our stockholders adopt the Merger Agreement. Our stockholders approved the Merger on August 25, 2021.
The total consideration for the Merger is approximately $5.3 billion. Closing of the deal is subject to customary closing conditions, including antitrust approval. Assuming the satisfaction of the remaining conditions set forth in the Merger Agreement, we expect the Merger to close in the second half of 2021.
The Merger Agreement contains certain termination rights for both the Company and Parent. Upon termination of the Merger Agreement under specified circumstances, including with respect to Cloudera’s entry into an agreement with respect to a Superior Proposal, the board of directors of Cloudera changing its recommendation or if Cloudera breaches its representations, warranties or covenants in a manner that would cause the related closing conditions to not be met, Cloudera will be required to pay Parent a termination fee of approximately $171.7 million.
In addition to the foregoing termination rights, and subject to certain limitations, Cloudera or Parent may terminate the Merger Agreement if the Merger is not consummated by March 1, 2022 (the “Termination Date”).
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on June 1, 2021.
The transaction costs associated with the merger were approximately $4.5 million, which were included in general and administrative expense in our condensed consolidated statement of operations for the three and six months ended July 31, 2021.
Basis of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States and the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated financial statements include the results of Cloudera, Inc. and its wholly owned subsidiaries, which are located in various countries, including the United States, Australia, China, India, Germany, Ireland, The Netherlands, Singapore, Hungary and the United Kingdom. All intercompany balances and transactions have been eliminated upon consolidation. The consolidated balance sheet as of January 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information contained herein reflects all adjustments necessary for a fair presentation of our results of operations, financial position, stockholders’ equity and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of results to be expected for the full year ending January 31, 2022 or for any other interim periods or for any other future years.
The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2021, filed with the SEC on March 25, 2021. There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended January 31, 2021.
Our fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include the useful lives of property and equipment and intangible assets, allowance for credit losses, stock-based compensation expense, bonus attainment, self-insurance costs incurred, the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations, the evaluation for impairment of goodwill, intangible assets and other long-lived assets including operating lease right-of-use assets, the estimated period of benefit for deferred contract costs, estimates related to revenue recognition, such as the assessment of elements in a multi-element arrangement and the value assigned to each element, contingencies, and the incremental borrowing rate used in discounting our lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates.
Segments
We operate as two operating segments – subscription and services. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and assess performance.
Concentrations of Credit Risk and Significant Customers
Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and accounts receivable. Our cash is deposited with high credit quality financial institutions. At times, such deposits may be in excess of the Federal Depository Insurance Corporation insured limits. We have not experienced any losses on these deposits.
Our trade receivables are recorded at the invoice amount, net of an allowance for credit losses, which is not material. The allowance for credit losses reflects our best estimate of probable losses inherent in the receivable portfolio determined based on various factors including historical experience, credit quality of the customer, current economic conditions and management’s expectations of future economic conditions. Receivables are written-off and charged against the recorded allowance when we have exhausted collection efforts without success.  
We had one customer accounting for more than 10% of accounts receivable at July 31, 2021 and January 31, 2021. For each of the three and six months ended July 31, 2021 and 2020, no single customer accounted for 10% or more of revenue.
Recently Adopted Accounting Standard
We adopted the accounting standard updated (ASU) 2020-08 Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs as of February 1, 2021. The adoption of the accounting standard did not have a material impact on our condensed consolidated financial statements as of and for the three and six months ended July 31, 2021.
v3.21.2
Revenue from Contracts with Customers
 6 Months Ended
Jul. 31, 2021
Revenue from Contract with Customer [Abstract]  
Revenue from Contracts with Customers Revenue from Contracts with Customers
Significant changes in our contract liabilities during the period ended July 31, 2021 are as follows (in thousands):
Contract Liabilities
January 31, 2021$608,397 
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period(188,443)
Increases due to invoicing prior to satisfaction of performance obligations129,055 
April 30, 2021$549,009 
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period(200,148)
Increases due to invoicing prior to satisfaction of performance obligations171,753 
July 31, 2021$520,614 
Remaining Performance Obligations
The transaction price allocated to remaining performance obligations represents contracted revenue that has been billed but not recognized, and unbilled non-cancelable amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals and average contract terms.
During the three and six months ended July 31, 2021, net revenue recognized from our remaining performance obligations satisfied in previous periods was not material.
As of July 31, 2021, approximately $865.1 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $617.4 million over the next 12 months and approximately $247.7 million thereafter.
Contract Assets
Contract assets consist of the right to consideration in exchange for product offerings that we have transferred to a customer when that right is conditional on something other than the passage of time (e.g., performance prior to invoicing on fixed fee service arrangements with substantive acceptance terms). We record unbilled accounts receivable related to revenue recognized in excess of amounts invoiced as we have an unconditional right to invoice and receive payment in the future related to those fulfilled obligations. As of July 31, 2021 and January 31, 2021, contract assets were $2.7 million and $5.0 million, respectively, which are included in prepaid expenses and other current assets.
v3.21.2
Business Combinations
 6 Months Ended
Jul. 31, 2021
Business Combinations [Abstract]  
Business Combinations Business CombinationsIn June 2021, we acquired 100% voting interest in Cazena, Inc. and Datacoral, Inc. for aggregate cash consideration of $57.8 million. The acquisitions were made to further accelerate innovation in our Cloudera offerings. The purchase consideration of $57.8 million has been preliminarily allocated primarily to intangible assets and goodwill of $41.8 million and $21.4 million, respectively. The intangible assets are being amortized over their respective useful lives ranging from 4 to 5 years. The transaction costs associated with both acquisitions were not material and were included in general and administrative expense in our condensed consolidated statement of operations for the three and six months ended July 31, 2021. The results of operations for both business combinations have been included in our consolidated statements of operations from the acquisition date and were not material.
v3.21.2
Cash Equivalents and Marketable Securities
 6 Months Ended
Jul. 31, 2021
Cash and Cash Equivalents [Abstract]  
Cash Equivalents and Marketable Securities Cash Equivalents and Marketable Securities The following are the fair values of our cash equivalents and marketable securities as of July 31, 2021 (in thousands):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash equivalents:
Money market funds
$43,237 $— $— $43,237 
Marketable securities:
U.S. agency obligations
46,984 24 (2)47,006 
Corporate notes and obligations
350,890 476 (97)351,269 
Commercial paper
47,062 11 — 47,073 
Municipal securities
85,741 187 (131)85,797 
Certificates of deposit
95,503 37 (7)95,533 
U.S. treasury securities
31,982 13 — 31,995 
Total cash equivalents and marketable securities
$701,399 $748 $(237)$701,910 

The following are the fair values of our cash equivalents and marketable securities as of January 31, 2021 (in thousands):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash equivalents:
Money market funds
$186,127 $— $— $186,127 
Certificates of deposit
4,000 — — 4,000 
Marketable securities:
U.S. agency obligations
68,972 76 (4)69,044 
Asset-backed securities
2,901 2 — 2,903 
Corporate notes and obligations
210,321 1,215 (72)211,464 
Commercial paper
48,212 19 (6)48,225 
Municipal securities
40,031 213 (5)40,239 
Certificates of deposit
60,749 53 — 60,802 
U.S. treasury securities
38,291 34 — 38,325 
Total cash equivalents and marketable securities
$659,604 $1,612 $(87)$661,129 
The contractual maturities of investments in available-for-sale securities were as follows (in thousands):
July 31, 2021January 31, 2021
Amortized CostEstimated Fair ValueAmortized CostEstimated Fair Value
Due within one year$346,010 $346,226 $487,201 $487,848 
Due after one year through five years355,389 355,684 172,403 173,281 
Total cash equivalents and marketable securities
$701,399 $701,910 $659,604 $661,129 
The unrealized loss for each of these fixed rate marketable securities was not material as of July 31, 2021 and January 31, 2021. The unrealized losses on these investments were primarily due to changes in market interest rates. We expect to receive the full principal and interest on all of these marketable securities and have the ability and intent to hold these investments until a recovery of fair value. We determined that no allowance for credit losses related to our marketable securities was required for the three and six months ended July 31, 2021 and 2020.
Realized gains and realized losses on our cash equivalents and marketable securities are included in other income (expense), net on the condensed consolidated statement of operations and were not material for the three and six months ended July 31, 2021 and 2020.
Reclassification adjustments out of accumulated other comprehensive income into net loss were not material for the three and six months ended July 31, 2021 and 2020.
v3.21.2
Fair Value Measurement
 6 Months Ended
Jul. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
Our financial assets and liabilities consist principally of cash and cash equivalents, marketable securities, accounts receivable and accounts payable. We measure and record certain financial assets and liabilities at fair value on a recurring basis. The estimated fair value of accounts receivable and accounts payable approximates their carrying value due to their short-term nature. Cash equivalents and marketable securities are recorded at estimated fair value.
All of our cash equivalents and marketable securities are classified within Level 1 or Level 2 because the cash equivalents and marketable securities are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs.
We follow a three-level valuation hierarchy for disclosure of fair value measurements as follows:
Level 1    Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2    Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3    Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table represents our financial assets and liabilities according to the fair value hierarchy, measured at fair value as of July 31, 2021 (in thousands):
Level 1Level 2Total
Financial assets
Money market funds
$43,237 $— $43,237 
U.S. agency obligations
— 47,006 47,006 
Corporate notes and obligations
— 351,269 351,269 
Commercial paper
— 47,073 47,073 
Municipal securities
— 85,797 85,797 
Certificates of deposit
— 95,533 95,533 
U.S. treasury securities
— 31,995 31,995 
Total financial assets
$43,237 $658,673 $701,910 
The following table represents our financial assets according to the fair value hierarchy, measured at fair value as of January 31, 2021 (in thousands):
Level 1Level 2Total
Financial assets
Money market funds
$186,127 $— $186,127 
U.S. agency obligations
— 69,044 69,044 
Asset-backed securities
— 2,903 2,903 
Corporate notes and obligations
— 211,464 211,464 
Commercial paper
— 48,225 48,225 
Municipal securities
— 40,239 40,239 
Certificates of deposit
— 64,802 64,802 
U.S. treasury securities
— 38,325 38,325 
Total financial assets
$186,127 $475,002 $661,129 

We value our Level 1 assets using quoted prices in active markets for identical instruments. We value our Level 2 assets with the help of a third-party pricing service using quoted market prices for similar instruments, non-binding market prices that are corroborated by observable market data, or pricing models such as discounted cash flow techniques. We use such pricing data as the primary input, to which we have not made any material adjustments during the periods presented, to make our determination and assessments as to the ultimate valuation of these assets.
Our foreign currency forward contract liabilities and assets are classified within Level 2 in the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, including currency spot and forward rates. The fair value of these contracts were not material as of July 31, 2021.
We have no Level 1 or 3 liabilities and no Level 3 assets measured on a recurring basis.
Assets Measured at Fair Value on a Nonrecurring Basis
Certain of our long-lived assets, including intangible assets, goodwill, and operating lease right-of-use assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. There were no material impairment charges recognized during the three and six months ended July 31, 2021, and 2020.
v3.21.2
Goodwill and Intangible Assets
 6 Months Ended
Jul. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
Goodwill
The following table represents the changes to goodwill (in thousands):
Balance at January 31, 2021$599,291 
 Acquisitions21,433 
Balance at July 31, 2021$620,724 
Intangible Assets
Intangible assets consisted of the following as of July 31, 2021 (in thousands):
Gross Fair
Value		Accumulated
Amortization		Net Book
Value		Weighted Average
Remaining Useful Life
(in years)
Developed technology
$51,615 $(7,740)$43,875 4.7
Customer relationships and other acquired intangible assets
665,946 (171,826)494,120 7.4
Total
$717,561 $(179,566)$537,995 7.2

Intangible assets consisted of the following as of January 31, 2021 (in thousands):
Gross Fair
Value		Accumulated
Amortization		Net Book
Value		Weighted Average
Remaining Useful Life
(in years)
Developed technology
$22,770 $(14,814)$7,956 3.3
Customer relationships and other acquired intangible assets
671,947 (147,273)524,674 7.9
Unbilled contracts
18,300 (18,300)— — 
Total
$713,017 $(180,387)$532,630 7.8
Amortization expense for intangible assets was $18.8 million and $19.7 million for the three months ended July 31, 2021 and 2020, respectively, and $36.4 million and $39.4 million for the six months ended July 31, 2021 and 2020, respectively.
The expected future amortization expense of these intangible assets as of July 31, 2021 is as follows (in thousands):
Remaining six months of fiscal 2022$39,245 
fiscal 202376,387 
fiscal 202475,876 
fiscal 202575,786 
fiscal 202674,927 
fiscal 2027 and thereafter195,774 
Total amortization expense$537,995 
v3.21.2
Derivative Contracts
 6 Months Ended
Jul. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Contracts Derivative ContractsWe generate revenues and incur expenses in numerous currencies and are exposed to foreign currency risk. To mitigate the impact of changes in foreign currency rates, we execute foreign currency forward contracts to offset the gains and losses on foreign currency denominated monetary assets and liabilities. The duration of our foreign currency forward contracts is less than 12 months. We do not enter into any derivatives for trading or speculative purposes.We recorded immaterial losses in both the three and six months ended July 31, 2021 and losses of $0.5 million and $1.0 million for the three and six months ended July 31, 2020, respectively. These losses were recorded in other expense, net within our condensed consolidated statements of operations and are reported as part of other adjustments to reconcile net loss to net cash provided by operating activities in the condensed consolidated statements of cash flows. As of July 31, 2021 and January 31, 2021, we had outstanding foreign currency forward contracts not designated as hedges with a total notional value of $32.1 million and $18.7 million, respectively.
v3.21.2
Balance Sheet Components
 6 Months Ended
Jul. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Components Balance Sheet Components
Property and Equipment, Net
The cost and accumulated depreciation of property and equipment are as follows (in thousands):
As of
July 31, 2021January 31, 2021
Computer equipment and software
$25,905 $24,974 
Office furniture and equipment
13,143 13,352 
Leasehold improvements
19,557 24,719 
Property and equipment, gross
58,605 63,045 
Less: accumulated depreciation
(42,680)(44,980)
Property and equipment, net
$15,925 $18,065 
Depreciation expense was $1.8 million and $2.7 million for the three months ended July 31, 2021 and 2020, respectively, and $3.8 million and $5.6 million the six months ended July 31, 2021 and 2020, respectively.
Accrued Compensation
Accrued compensation consists of the following (in thousands):
As of
July 31,
2021		January 31,
2021
Accrued salaries, benefits and commissions
$22,621 $22,538 
Accrued bonuses
16,723 14,956 
Accrued compensation-related taxes
13,182 10,834 
Employee stock purchase plan (ESPP) withholdings(1)
— 2,634 
Other(2)
3,937 5,681 
Total accrued compensation
$56,463 $56,643 
(1) As part of the planned merger discussed in Note 1, our ESPP was suspended after our latest offering period ended June 21, 2021.
(2) Other consists primarily of amounts owed for employment-related benefits.
Other Accrued Liabilities
Other accrued liabilities consist of the following (in thousands):
As of
July 31,
2021		January 31,
2021
Accrued professional costs
$6,131 $3,790 
Current portion of debt3,616 3,610 
Accrued taxes
3,262 5,596 
Accrued self-insurance costs
4,041 4,720 
Acquisition related holdback and retention payments (1)
3,492 3,368 
Other (2)
9,789 9,112 
Total other accrued liabilities
$30,331 $30,196 
(1) Business combination related payments held by Cloudera for indemnification and retention purposes.
(2) Other relates primarily to amounts owed to third-party vendors that provide marketing, cloud-computing services, and travel related services.
v3.21.2
Debt
 6 Months Ended
Jul. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
On December 22, 2020, we entered into a senior secured credit agreement (the “Credit Agreement”). The Credit Agreement provides for a seven years senior secured institutional term loan "B" for an aggregate principal amount of $500.0 million (the "Term Loan"). The Term Loan amortizes at a per annum rate equal to 1.0% payable quarterly, with the balance payable at maturity on December 22, 2027. The proceeds of the Term Loan will be used for general corporate purposes, including to fund repurchases of our common stock and to pay transaction costs and expenses in connection therewith.
At our option, the Term Loan will bear interest at a per annum rate equal to a Eurocurrency Rate plus 2.50% or a Base Rate plus 1.50%, both subject to a 3.25% floor. As of July 31, 2021, the Term Loan is bearing interest at a per annum rate of 3.25%. During three and six months ended July 31, 2021, we recognized interest expense of $4.1 million and $8.2 million, respectively.
The Credit Agreement contains usual and customary representations and warranties, optional and mandatory prepayment provisions, and affirmative and negative covenants, including limitations on liens, investments, restricted payments, additional indebtedness, transactions with affiliates and asset sales and mergers. The Credit Agreement does not contain any financial covenants. Our obligations under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations and warranties, violation of covenants, cross default and cross acceleration to material third party indebtedness, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.
We incurred debt discount and issuance costs of approximately $9.5 million in connection with obtaining our Term Loan. These debt discount and issuance costs are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the contractual term of the arrangement. Amortization of debt discount and issuance costs during the three and six months ended July 31, 2021 were immaterial.
As of July 31, 2021, the Term Loan had a carrying value of $488.9 million, of which $3.6 million is classified as current and recorded in other accrued liabilities and $485.3 million is classified as non-current on the condensed consolidated balance sheet.
As of July 31, 2021, the expected future principal payments under the Term Loan are due as follows (in thousands):
Remaining six months of fiscal 2022$2,500 
20235,000 
20245,000 
20255,000 
20265,000 
2027 and thereafter475,000 
Total $497,500 
v3.21.2
Leases
 6 Months Ended
Jul. 31, 2021
Leases [Abstract]  
Leases Leases
We have entered into various non-cancelable operating lease agreements for our facilities. Our leases have various expiration dates through September 2031. Many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.
Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease term is determined to be the non-cancelable period including any lessee renewal options which are considered to be reasonably certain of exercise. The interest rate implicit in the lease contracts is typically not readily determinable. As such, we utilized the appropriate incremental borrowing rate based on information available at the commencement date, which is the rate incurred to borrow on a collateralized basis over a similar term in a similar economic environment.
Components of lease expense are summarized as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Operating lease cost$10,314 $11,391 $21,365 $22,692 
Short-term lease cost386 480 713 959 
Sublease income(3,478)(3,605)(7,057)(7,527)
Net lease cost$7,222 $8,266 $15,021 $16,124 
Lease term and discount rate information are summarized as follows:
As of
July 31,
2021		January 31,
2021
Weighted Average Remaining Lease Term (years)5.76.1
Weighted Average Discount Rate6.0 %5.9 %
Maturities of lease liabilities as of July 31, 2021 are as follows (in thousands):
Minimum Lease Payments, Gross
       Remaining six months of fiscal 2022 $13,363 
       fiscal 202338,830 
       fiscal 202438,304 
       fiscal 202536,853 
       fiscal 202632,890 
       fiscal 2027 and thereafter52,754 
Total lease payments$212,994 
        Less imputed interest(34,396)
Present value of lease liabilities$178,598 
We expect to receive sublease rental proceeds of $5.8 million in the next six months of fiscal 2022 and $28.6 million thereafter.
There were no material lease related right-of-use asset impairment losses in the three and six months ended July 31, 2021 or 2020.
v3.21.2
Commitments and Contingencies
 6 Months Ended
Jul. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Letters of Credit
As of July 31, 2021 and January 31, 2021, we had a total of $19.0 million and $19.4 million, respectively, in letters of credit outstanding in favor of certain landlords for office space. These letters of credit renew annually and expire at various dates through 2027.
Legal Proceedings
On June 7, 2019, a purported class action complaint was filed in the United States District Court for the Northern District of California, entitled Christie v. Cloudera, Inc., et al., Case No. 5:19-cv-3221-LHK. The complaint named as defendants Cloudera, its former Chief Executive Officer, its Chief Financial Officer and a former officer and director, asserting alleged class claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (Exchange Act) and SEC Rule 10b-5. Two substantially similar class action complaints, entitled Zarantonello v. Cloudera, Inc., et al., Case No. 5:19-cv-4007-LHK, and Dvornic v. Cloudera, Inc., et al., Case No. 5:19-cv-4310-LHK, were subsequently filed against the same defendants in the same court on July 12, 2019 and July 26, 2019, respectively. The suits have been consolidated under the name, In re Cloudera, Inc. Securities Litigation, Case No. 5:19-cv-3221-LHK. The court subsequently appointed lead plaintiffs and lead counsel, and a consolidated complaint was filed on February 14, 2020. On March 18, 2020, the court vacated its prior order appointing lead plaintiffs and lead counsel and reopened the lead plaintiff process. On July 27, 2020, the court appointed new lead plaintiffs and lead counsel. On September 22, 2020, lead plaintiffs filed a consolidated amended complaint. The consolidated amended complaint asserted claims against Cloudera and four individual defendants under Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5, based on allegedly false and misleading statements between April 28, 2017 and June 5, 2019. The consolidated amended complaint also asserted claims against Cloudera, Intel Corporation, and fourteen current and former officers and directors under the Securities Act of 1933, on behalf of all persons who acquired Cloudera stock pursuant or traceable to the S-4 registration statement filed in connection with Cloudera’s January 2019 merger with Hortonworks, and alleged that the registration statement contained untrue statements of material fact and omitted material facts. On April 2, 2021, the Court denied a motion filed by two additional plaintiffs seeking permission to file an additional class action complaint alleging claims under the Securities Act of 1933. On May 25, 2021, the Court granted defendants’ motions to dismiss the consolidated amended complaint with leave to amend. On June 24, 2021, plaintiffs filed their consolidated second amended complaint, asserting the same claims against the same defendants as in their previous complaint. On August 5, 2021, defendants filed their motion to dismiss. A hearing on that motion is scheduled for December 9, 2021.
On June 7, 2019, a purported class action complaint was filed in the Superior Court of California, County of Santa Clara, entitled Lazard v. Cloudera, Inc., et al., Case No. 19CV348674. The complaint named as defendants Cloudera, thirteen
individuals who are current or former directors or officers of Cloudera, and Intel Corporation. Two substantially similar suits, entitled Franchi v. Cloudera, Inc., et al., Case No. 19CV348790, and Cannizzo v. Cloudera, Inc., et al., Case No. 19CV348974, were subsequently filed in the same court on June 11, 2019 and June 14, 2019, respectively. The suits have been consolidated under the name In re Cloudera, Inc. Securities Litigation, Lead Case No. 19CV348674 and the consolidated amended complaint purports to assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 on behalf of all persons who acquired Cloudera stock pursuant or traceable to the S-4 registration statement filed in connection with Cloudera’s January 2019 merger with Hortonworks. The consolidated amended complaint alleges that the registration statement contained untrue statements of material fact and omitted material facts. Plaintiffs seek, among other things, an award of damages and attorneys’ fees and costs. On July 1, 2020, the court overruled Cloudera's demurrer to the consolidated amended complaint. On August 18, 2020, a purported shareholder class action captioned Stahl v. Cloudera, Inc., et al., Case No. 20CV369480 was filed in the Superior Court of California, County of Santa Clara, and was subsequently consolidated into the lead case. On November 5, 2020, the court entered a stipulated order certifying a class consisting of all persons who acquired Cloudera common stock in exchange for Hortonworks securities pursuant to the registration statement and prospectus issued in connection with Cloudera’s January 2019 merger and acquisition of Hortonworks. A further case management conference is currently scheduled for October 13, 2021. Cloudera believes that the allegations in the lawsuits are without merit.
On July 30, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Lee, et al. v. Cole, et al., Case No. 1:19-cv-01422-LPS. The complaint names as defendants eleven individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, and alleged violation of Sections 10(b) and 20(a) of the Exchange Act. On September 5, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Slattery v. Reilly, et al., Case No. 1:19-cv-01662-LPS. The complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, and alleged violations of Section 10(b), 14 and 20(a) of the Exchange Act. On October 16, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Frentzel v. Bearden, et al., Case No. 1:19-cv-01962-LPS. The complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, and names Cloudera as a nominal defendant. The complaint purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, alleged violations of Section 14 of the Exchange Act, insider selling and misappropriation of information. All three derivative actions are based on allegations that are substantially similar to those in the class actions filed in the United States District Court for the Northern District of California, described above. All three derivative actions seek, among other things, an award of damages on behalf of Cloudera, corporate governance reforms and attorneys’ fees and costs. The Slattery and Frentzel actions additionally seek disgorgement on behalf of Cloudera. The suits have been consolidated under the name, In re Cloudera, Inc. Stockholder Derivative Litigation, Case No. 1:19-cv-01422-LPS. A consolidated amended complaint has not yet been filed and the case is currently stayed.
On September 3, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the Northern District of California, entitled Chen v. Reilly, et al., Case No. 5:19-cv-05536-LHK. That complaint names as defendants thirteen individuals who are current or former directors or officers of Cloudera, names Cloudera as a nominal defendant, and purports to assert claims on Cloudera’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and alleged violation of Section 14(a) of the Exchange Act. On September 10, 2019, a purported shareholder derivative complaint that is substantially similar to the Chen action and is brought against the same defendants, was filed in the United States District Court for the Northern District of California, entitled Fu v. Reilly, et al., Case No. 5:19-cv-05705-LHK. Both derivative actions are based on allegations that are substantially similar to those in the class actions filed in the United States District Court for the Northern District of California, described above. Both derivative actions seek, among other things, an award of damages on behalf of Cloudera, corporate governance reforms and attorneys’ fees and costs. The suits have been consolidated under the name, In re Cloudera, Inc. Derivative Litigation, Case No. 5:19-cv-05536-LHK. A consolidated amended complaint has not yet been filed, and the case is currently stayed.
Between July 9, 2021, and August 11, 2021, twelve purported stockholders of Cloudera commenced actions in the United States District Courts for the Southern District of New York, Northern District of California, Eastern District of New York, District of Delaware, and Eastern District of Pennsylvania. The twelve actions are captioned Wang v. Cloudera, Inc., et al., Case No. 1:21-cv-05924 (S.D.N.Y.), Whitfield v. Cloudera, Inc., et al., Case No. 1:21-cv-06041 (S.D.N.Y.), Muniz v. Cloudera, Inc., et al., Case No. 1:21-cv-06026 (S.D.N.Y.), Bercovici v. Cloudera, Inc., et al., Case No. 3:21-cv-05457 (N.D. Cal.), Raffo v. Cloudera, Inc., et al., Case No. 1:21-cv-06126 (S.D.N.Y.), Kortis v. Cloudera, Inc., et al., Case No. 1:21-
cv-04064 (E.D.N.Y.), Morgan v. Cloudera, Inc., et al., Case No. 1:21-cv-01137 (D. Del.), Palkon v. Cloudera, Inc., et al., Case No. 5:21-cv-06040 (N.D. Cal.), Justice v. Cloudera, Inc., et al., Case No. 2:21-cv-03498 (E.D. Pa.), Christopher v. Cloudera, Inc. et al., Case No. 1:21-cv-06661 (S.D.N.Y.), Shumacher v. Cloudera, Inc., et al., Case No. 1:21-cv-06708 (S.D.N.Y.), and Jones v. Cloudera, Inc., et al., Case No. 5:21-cv-06177 (N.D. Cal.). The complaints name Cloudera and the members of the Cloudera board of directors as defendants. The complaints assert claims under Section 14(a) and Section 20(a) of the Exchange Act challenging the adequacy of the disclosures relating to the proposed acquisition of Cloudera by affiliates of CD&R and KKR made in the Preliminary Proxy Statement and Definitive Proxy Statement filed with SEC on July 7, 2021, and July 19, 2021, respectively. The complaints seek, among other relief, an injunction preventing the parties from consummating the proposed transaction, damages in the event the transaction is consummated, and an award of attorneys’ fees. Cloudera believes that no further disclosure was required to supplement the Definitive Proxy Statement under applicable laws. However, to minimize the expense and distraction of responding to such actions, Cloudera provided additional disclosures related to the proposed acquisition and transactions related thereto, which were filed with the SEC on August 18, 2021. Nothing in the supplemental disclosures should be deemed an admission of the legal necessity or materiality of any of the supplemental disclosures.
On August 20 and August 24, 2021, two stockholders of Cloudera commenced actions in the Court of Chancery for the State of Delaware under Section 220 of the Delaware General Corporation Law. The two actions are captioned Local 464A United Food and Commercial Workers Union Pension Fund v. Cloudera, Inc., C.A. No. 2021-0716 (Del. Ch.), and Teamsters Local 677 Health Services & Insurance Plan v. Cloudera, Inc., C.A. No. 2021-0726 (Del. Ch.). The complaints name Cloudera as the defendant and seek to inspect certain of Cloudera’s books and records related to the proposed acquisition of Cloudera beyond the books and records Cloudera has already provided, or already agreed to provide, to the stockholders in response to written demands sent to Cloudera on July 30, 2021, and August 13, 2021. Each stockholder moved for expedited proceedings in connection with its complaint. As of August 31, 2021, the Court has not yet ruled on plaintiffs’ motions for expedited proceedings and schedules for further proceedings have not been entered.
In the ordinary course of business, we are or may be involved in a variety of litigation matters, suits, investigations, and proceedings, including actions with respect to intellectual property claims, government investigations, labor and employment claims, breach of contract claims, tax, and other matters. Regardless of the outcome, these litigation matters can have an adverse impact on us because of defense costs, diversion of management resources, harm to reputation, and other factors. Future litigation may be necessary to defend ourselves, or our customers or partners on indemnity matters, by determining the scope, enforceability and validity of third-party proprietary rights or by establishing our proprietary rights. Further, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on us because of defense costs, potential negative publicity, diversion of management resources and other factors. While we are not aware of other pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our business, consolidated financial position, results of operations or cash flows, our analysis of whether a claim may proceed to litigation cannot be predicted with certainty, nor can the results of litigation be predicted with certainty. Accordingly, there can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows in a particular period or subject us to an injunction that could seriously harm our business.
We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to our outstanding legal matters, our management believes that the amount or estimable range of possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management’s expectations, our results of operations and financial condition including in a particular reporting period, could be materially adversely affected.
Indemnification
From time to time, we enter into certain types of contracts that contingently require us to indemnify various parties against claims from third parties. These contracts primarily relate to (i) certain real estate leases under which we may be required to indemnify property owners for environmental and other liabilities and other claims arising from our use of the applicable premises, (ii) our amended and restated bylaws, under which we must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship with us, (iii) contracts under which we must indemnify directors and certain officers for liabilities arising out of their relationship with us, (iv) contracts under which we may be required to indemnify customers or partners against certain claims, including claims from third
parties asserting, among other things, infringement of their intellectual property rights, and (v) procurement, consulting, or license agreements under which we may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from our acts or omissions with respect to the supplied products, technology or services. From time to time, we may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts we may have to modify the accused infringing intellectual property and/or refund amounts received.
In the event that one or more of these matters were to result in a claim against us, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on our future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and certain officers.
To date, we have not incurred any material costs, and have not accrued any material liabilities in the condensed consolidated financial statements as a result of these provisions.
v3.21.2
Common Stock Repurchases
 6 Months Ended
Jul. 31, 2021
Equity [Abstract]  
Common Stock Repurchases Common Stock RepurchasesOur board of directors have authorized share repurchases of up to $600.0 million of our outstanding shares of common stock. For the three months ended July 31, 2021, we used $10.2 million to repurchase 0.8 million shares of common stock at an average repurchase price of $11.97 per share under the repurchase program. For the six months ended July 31, 2021, we used $29.1 million to repurchase 2.4 million shares of common stock at an average repurchase price of $12.18. For both three and six months ended July 31, 2020, we used $26.0 million to repurchase 3.9 million shares of common stock at an average repurchase price of $6.56 per share under the repurchase program. As of July 31, 2021, there was approximately $230.8 million of authorized funds remaining under the repurchase programs. Pursuant to the Merger Agreement discussed in Note 1, our share purchase programs have been suspended since June 1, 2021. Under the share repurchase programs, shares could be repurchased through open market purchases, block trades and/or privately negotiated transactions in compliance with Rule 10b-18 promulgated under the Exchange Act, subject to market conditions, applicable legal requirements, and other relevant factors. Repurchases could also be made under Rule 10b5-1 plans, which permit shares of common stock to be repurchased through pre-determined criteria. The timing, volume and nature of any repurchases would be at the discretion of our management based on their evaluation of our capital needs, market conditions, applicable legal requirements and other factors. The programs do not have an expiration date and could be suspended or discontinued at any time and do not obligate us to repurchase any shares.
v3.21.2
Stock-Based Compensation
 6 Months Ended
Jul. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
We maintain two stock-based compensation plans: the 2017 Equity Incentive Plan (2017 Plan) and the 2008 Equity Incentive Plan (2008 Plan), collectively referred to as the Stock Plans. We do not expect to grant any additional awards under the 2008 Plan. Outstanding awards under the 2008 Plan continue to be subject to the terms and conditions of the 2008 Plan.
The number of shares reserved for issuance under our 2017 Plan increases automatically on the first day of February of each calendar year during the term of the 2017 Plan by a number of shares of common stock equal to the lesser of (i) 5% of the total outstanding shares of our common stock as of the immediately preceding January 31 or (ii) a number of shares determined by our board of directors. On February 1, 2021, the number of shares reserved for issuance under the 2017 Plan increased automatically by 14,561,036 additional shares. As of July 31, 2021, there were 23,307,369 shares of common stock reserved and available for future issuance under the Stock Plans.
On June 1, 2021, we entered into a definitive agreement to be acquired by affiliates of CD&R and KKR. See Note 1 for details of the merger and description of resulting changes to our equity award programs and the treatment of our outstanding equity awards upon the closing of the merger.
Stock Options
The following table summarizes stock option activity and related information under the Stock Plans:
Options Outstanding
Number of Shares
 (in thousands)		Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)Aggregate
Intrinsic 
Value
 (in thousands)
Balance — January 31, 20213,383 $9.27 3.0$21,982 
Exercised
(626)6.49 — — 
Canceled
(139)17.06 — — 
Balance — July 31, 20212,618 $9.52 2.7$17,642 

Restricted Stock Units (RSUs)
The following table summarizes RSUs activity and related information under the Stock Plans:
RSUs Outstanding
Number of Shares
 (in thousands)		Weighted-Average Grant Date Fair Value Per Share
Balance — January 31, 202134,764 $11.91 
Granted8,345 15.78 
Canceled (2,642)12.28 
Vested and converted to shares(8,935)12.17 
Balance — July 31, 202131,532 $12.83 
The unamortized stock-based compensation expense for RSUs of $372.4 million as of July 31, 2021 will be recognized over the weighted average remaining vesting period of 2.2 years.
Performance Restricted Stock Units (PRSUs)
In February 2021, our Compensation Committee authorized the granting of PRSUs to certain executive officers under the 2017 Plan. The PRSUs will vest based on Cloudera's achievement of certain performance goals during the performance period commencing on February 1, 2021 and ending on January 31, 2024. Upon achievement of performance goals, up to 1/6th of the PRSUs shall vest each half fiscal year subject to the executive’s continued service to Cloudera on the last day of the applicable half fiscal year. The number of PRSUs that will ultimately vest and be converted into shares of common stock will depend on Cloudera’s: (i) EBITDA excluding stock-based compensation; and (ii) Revenue.
During the six months ended July 31, 2021, 2.2 million shares of PRSUs were granted at a weighted average grant date fair value of $17.29 per share. All shares were outstanding at July 31, 2021. The unamortized stock-based compensation expense for PRSUs of $32.2 million as of July 31, 2021 will be recognized over the weighted average remaining vesting period of 1.5 years.
Employee Stock Purchase Plan
In March 2017, we adopted our 2017 Employee Stock Purchase Plan (ESPP). Each offering period consists of a six-month purchase period (commencing each June 21 and December 21).
We initially reserved 3,000,000 shares of our common stock for issuance under our ESPP. The number of shares reserved for issuance under our ESPP increases automatically on February 1 of each of the first 10 calendar years following the first offering date by the number of shares equal to the lesser of (i) 1% of the total outstanding shares of our common stock as of the immediately preceding January 31 (rounded to the nearest whole share) or (ii) a number of shares of our common stock determined by our board of directors. On February 1, 2021, the number of shares reserved for issuance under the ESPP increased automatically by 2,912,207 additional shares. As of July 31, 2021, the total number shares available for grant under the ESPP was 6,547,157 shares.
As part of the planned merger discussed in Note 1, our ESPP was suspended after our latest offering period ended June 21, 2021.
v3.21.2
Income Taxes
 6 Months Ended
Jul. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes Our quarterly income taxes reflect an estimate of our corresponding year’s annual effective tax rate and include, when applicable, adjustments for discrete items. For the three months ended July 31, 2021 and 2020, our tax benefit was $3.2 million and tax provision was $1.9 million, respectively. For the six months ended July 31, 2021 and 2020, our tax benefit was $0.8 million and tax provision was $3.8 million, respectively. Our tax benefit for the three and six months ended July 31, 2021 was primarily related to a reduction in our valuation allowance from an increase in deferred tax liabilities associated with the acquired intangible assets from our acquisitions of Cazena, Inc. and Datacoral, Inc. and reduced by withholding and foreign income taxes.
v3.21.2
Related Party Transactions
 6 Months Ended
Jul. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions Certain members of our board of directors currently serve on the board of directors or as an executive officer of certain companies that are our customers. The aggregate revenue we recognized from these customers was $1.2 million and $2.1 million for the three months ended July 31, 2021 and 2020, respectively, and $2.8 million and $4.0 million for the six months ended July 31, 2021 and 2020. There was $0.8 million and $2.2 million in accounts receivable due from these customers as of July 31, 2021 and January 31, 2021, respectively.
v3.21.2
Segment Information
 6 Months Ended
Jul. 31, 2021
Segment Reporting [Abstract]  
Segment Information Segment Information
The results of the reportable segments are derived directly from our management reporting system and are based on our methods of internal reporting which are not necessarily in conformity with GAAP. Our management measures the performance of each segment based on several metrics, including contribution margin, as defined below. Our management does not use asset information to assess performance and make decisions regarding allocation of resources. Therefore, depreciation and amortization expense is not allocated among segments.
Contribution margin is used, in part, to evaluate the performance of, and allocate resources to, each of the segments. Segment contribution margin includes segment revenue less the related cost of sales excluding certain operating expenses that are not allocated to segments because they are separately managed at the consolidated corporate level. These unallocated costs include stock-based compensation expense, amortization of acquired intangible assets, impairment of real estate lease related assets, direct sales and marketing costs, research and development costs, corporate general and administrative costs, such as legal and accounting, interest income, interest expense, and other income and expense.
Financial information for each reportable segment was as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Revenue:
Subscription $213,300 $191,522 $413,956 $378,607 
Services 22,757 22,814 46,384 46,189 
Total revenue$236,057 $214,336 $460,340 $424,796 
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Contribution margin:
Subscription $194,063 $170,357 $376,442 $335,877 
Services 5,759 4,108 12,555 5,865 
Total segment contribution margin$199,822 $174,465 $388,997 $341,742 
The reconciliation of segment financial information to our loss from operations is as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Segment contribution margin$199,822 $174,465 $388,997 $341,742 
Amortization of acquired intangible assets(18,783)(19,676)(36,434)(39,352)
Stock-based compensation expense(58,549)(46,617)(117,173)(100,055)
Corporate costs, such as research and development, corporate general and administrative and other(155,343)(144,706)(301,995)(294,676)
Loss from operations$(32,853)$(36,534)$(66,605)$(92,341)
Sales outside of the United States represented approximately 45% and 40% of our total revenue for the three months ended July 31, 2021 and 2020, respectively, and 44% and 40% for the six months ended July 31, 2021 and 2020, respectively. No individual foreign country represented more than 10% of revenue in any period presented. All revenues from external customers are attributed to individual countries on an end-customer basis, based on domicile of the purchasing entity, if known, or the location of the customer’s headquarters if the specific purchasing entity within the customer is unknown.
As of July 31, 2021 and January 31, 2021, property and equipment, net located outside of the United States represented approximately 29% and 31% of total property and equipment, net, respectively.
v3.21.2
Net Loss Per Share
 6 Months Ended
Jul. 31, 2021
Earnings Per Share [Abstract]  
Net Loss Per Share Net Loss Per Share
The following table sets forth the calculation of basic and diluted net loss per share during the periods presented (in thousands, except per share data):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Numerator:
Net loss
$(33,205)$(35,997)$(73,606)$(94,011)
Denominator:
Weighted-average shares used in computing net loss, per share basic and diluted
294,330 300,103 293,447 297,724 
Net loss per share, basic and diluted
$(0.11)$(0.12)$(0.25)$(0.32)
The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive (in thousands):
As of July 31,
20212020
Stock options to purchase common stock
2,618 4,989 
Restricted stock awards
33,768 30,835 
Shares issuable pursuant to the ESPP
— 777 
Total
36,386 36,601 
v3.21.2
Subsequent Events
 6 Months Ended
Jul. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
On August 30, 2021, we announced that Jim Frankola will step down as Chief Financial Officer effective as of the closing of the transactions contemplated by the Agreement and Plan of Merger as disclosed in Note 1 or, if earlier, November 15, 2021. After stepping down as Chief Financial Officer, Mr. Frankola will remain employed with Cloudera as Strategic Advisor. Kevin Cook, Senior Vice President Finance, Corporate Development and Investor Relations, will succeed Mr. Frankola as Chief Financial Officer effective as of the closing of the Proposed Merger.
On August 30, 2021, we also announced that Arun Murthy has resigned as Chief Product Officer, effective as August 30, 2021. Mr. Murthy entered into a Separation Agreement with Cloudera pursuant to which, in exchange for a release of claims, he is entitled to a one-time cash severance payment of $2,120,000, less withholding obligations.
v3.21.2
Summary of Business and Significant Accounting Policies (Policies)
 6 Months Ended
Jul. 31, 2021
Accounting Policies [Abstract]  
Basis of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States and the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated financial statements include the results of Cloudera, Inc. and its wholly owned subsidiaries, which are located in various countries, including the United States, Australia, China, India, Germany, Ireland, The Netherlands, Singapore, Hungary and the United Kingdom. All intercompany balances and transactions have been eliminated upon consolidation. The consolidated balance sheet as of January 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information contained herein reflects all adjustments necessary for a fair presentation of our results of operations, financial position, stockholders’ equity and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the three and six months ended July 31, 2021 are not necessarily indicative of results to be expected for the full year ending January 31, 2022 or for any other interim periods or for any other future years. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2021, filed with the SEC on March 25, 2021. There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended January 31, 2021.
Fiscal Year Our fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022.
Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include the useful lives of property and equipment and intangible assets, allowance for credit losses, stock-based compensation expense, bonus attainment, self-insurance costs incurred, the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations, the evaluation for impairment of goodwill, intangible assets and other long-lived assets including operating lease right-of-use assets, the estimated period of benefit for deferred contract costs, estimates related to revenue recognition, such as the assessment of elements in a multi-element arrangement and the value assigned to each element, contingencies, and the incremental borrowing rate used in discounting our lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates.
Segments We operate as two operating segments – subscription and services. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our chief executive officer, in deciding how to allocate resources and assess performance.
Concentration of Credit Risk and Significant Customers Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and accounts receivable. Our cash is deposited with high credit quality financial institutions. At times, such deposits may be in excess of the Federal Depository Insurance Corporation insured limits. We have not experienced any losses on these deposits.Our trade receivables are recorded at the invoice amount, net of an allowance for credit losses, which is not material. The allowance for credit losses reflects our best estimate of probable losses inherent in the receivable portfolio determined based on various factors including historical experience, credit quality of the customer, current economic conditions and management’s expectations of future economic conditions. Receivables are written-off and charged against the recorded allowance when we have exhausted collection efforts without success.
Recently Adopted Accounting Standards We adopted the accounting standard updated (ASU) 2020-08 Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable Fees and Other Costs as of February 1, 2021. The adoption of the accounting standard did not have a material impact on our condensed consolidated financial statements as of and for the three and six months ended July 31, 2021.
Fair Value Measurement
We value our Level 1 assets using quoted prices in active markets for identical instruments. We value our Level 2 assets with the help of a third-party pricing service using quoted market prices for similar instruments, non-binding market prices that are corroborated by observable market data, or pricing models such as discounted cash flow techniques. We use such pricing data as the primary input, to which we have not made any material adjustments during the periods presented, to make our determination and assessments as to the ultimate valuation of these assets.
Our foreign currency forward contract liabilities and assets are classified within Level 2 in the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, including currency spot and forward rates. The fair value of these contracts were not material as of July 31, 2021.
We have no Level 1 or 3 liabilities and no Level 3 assets measured on a recurring basis.
Assets Measured at Fair Value on a Nonrecurring Basis
Certain of our long-lived assets, including intangible assets, goodwill, and operating lease right-of-use assets are measured at fair value on a nonrecurring basis when there are indicators of impairment.
v3.21.2
Revenue from Contracts with Customers (Tables)
 6 Months Ended
Jul. 31, 2021
Revenue from Contract with Customer [Abstract]  
Summary of Contract Liabilities Balances and Significant Changes in Contract Assets and Liabilities Balances Significant changes in our contract liabilities during the period ended July 31, 2021 are as follows (in thousands):
Contract Liabilities
January 31, 2021$608,397 
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period(188,443)
Increases due to invoicing prior to satisfaction of performance obligations129,055 
April 30, 2021$549,009 
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period(200,148)
Increases due to invoicing prior to satisfaction of performance obligations171,753 
July 31, 2021$520,614 
v3.21.2
Cash Equivalents and Marketable Securities (Tables)
 6 Months Ended
Jul. 31, 2021
Cash and Cash Equivalents [Abstract]  
Schedule of Fair Values of Cash Equivalents The following are the fair values of our cash equivalents and marketable securities as of July 31, 2021 (in thousands):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash equivalents:
Money market funds
$43,237 $— $— $43,237 
Marketable securities:
U.S. agency obligations
46,984 24 (2)47,006 
Corporate notes and obligations
350,890 476 (97)351,269 
Commercial paper
47,062 11 — 47,073 
Municipal securities
85,741 187 (131)85,797 
Certificates of deposit
95,503 37 (7)95,533 
U.S. treasury securities
31,982 13 — 31,995 
Total cash equivalents and marketable securities
$701,399 $748 $(237)$701,910 

The following are the fair values of our cash equivalents and marketable securities as of January 31, 2021 (in thousands):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash equivalents:
Money market funds
$186,127 $— $— $186,127 
Certificates of deposit
4,000 — — 4,000 
Marketable securities:
U.S. agency obligations
68,972 76 (4)69,044 
Asset-backed securities
2,901 2 — 2,903 
Corporate notes and obligations
210,321 1,215 (72)211,464 
Commercial paper
48,212 19 (6)48,225 
Municipal securities
40,031 213 (5)40,239 
Certificates of deposit
60,749 53 — 60,802 
U.S. treasury securities
38,291 34 — 38,325 
Total cash equivalents and marketable securities
$659,604 $1,612 $(87)$661,129 
Schedule of Fair Values of Marketable Securities The following are the fair values of our cash equivalents and marketable securities as of July 31, 2021 (in thousands):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash equivalents:
Money market funds
$43,237 $— $— $43,237 
Marketable securities:
U.S. agency obligations
46,984 24 (2)47,006 
Corporate notes and obligations
350,890 476 (97)351,269 
Commercial paper
47,062 11 — 47,073 
Municipal securities
85,741 187 (131)85,797 
Certificates of deposit
95,503 37 (7)95,533 
U.S. treasury securities
31,982 13 — 31,995 
Total cash equivalents and marketable securities
$701,399 $748 $(237)$701,910 

The following are the fair values of our cash equivalents and marketable securities as of January 31, 2021 (in thousands):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Cash equivalents:
Money market funds
$186,127 $— $— $186,127 
Certificates of deposit
4,000 — — 4,000 
Marketable securities:
U.S. agency obligations
68,972 76 (4)69,044 
Asset-backed securities
2,901 2 — 2,903 
Corporate notes and obligations
210,321 1,215 (72)211,464 
Commercial paper
48,212 19 (6)48,225 
Municipal securities
40,031 213 (5)40,239 
Certificates of deposit
60,749 53 — 60,802 
U.S. treasury securities
38,291 34 — 38,325 
Total cash equivalents and marketable securities
$659,604 $1,612 $(87)$661,129 
Schedule of Contractual Maturities of Investments in Available-for-Sale Securities
The contractual maturities of investments in available-for-sale securities were as follows (in thousands):
July 31, 2021January 31, 2021
Amortized CostEstimated Fair ValueAmortized CostEstimated Fair Value
Due within one year$346,010 $346,226 $487,201 $487,848 
Due after one year through five years355,389 355,684 172,403 173,281 
Total cash equivalents and marketable securities
$701,399 $701,910 $659,604 $661,129 
v3.21.2
Fair Value Measurement (Tables)
 6 Months Ended
Jul. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value, Assets Measured on Recurring and Nonrecurring Basis
The following table represents our financial assets and liabilities according to the fair value hierarchy, measured at fair value as of July 31, 2021 (in thousands):
Level 1Level 2Total
Financial assets
Money market funds
$43,237 $— $43,237 
U.S. agency obligations
— 47,006 47,006 
Corporate notes and obligations
— 351,269 351,269 
Commercial paper
— 47,073 47,073 
Municipal securities
— 85,797 85,797 
Certificates of deposit
— 95,533 95,533 
U.S. treasury securities
— 31,995 31,995 
Total financial assets
$43,237 $658,673 $701,910 
The following table represents our financial assets according to the fair value hierarchy, measured at fair value as of January 31, 2021 (in thousands):
Level 1Level 2Total
Financial assets
Money market funds
$186,127 $— $186,127 
U.S. agency obligations
— 69,044 69,044 
Asset-backed securities
— 2,903 2,903 
Corporate notes and obligations
— 211,464 211,464 
Commercial paper
— 48,225 48,225 
Municipal securities
— 40,239 40,239 
Certificates of deposit
— 64,802 64,802 
U.S. treasury securities
— 38,325 38,325 
Total financial assets
$186,127 $475,002 $661,129 
v3.21.2
Goodwill and Intangible Assets (Tables)
 6 Months Ended
Jul. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Changes in Goodwill
The following table represents the changes to goodwill (in thousands):
Balance at January 31, 2021$599,291 
 Acquisitions21,433 
Balance at July 31, 2021$620,724 
Schedule of Intangible Assets
Intangible assets consisted of the following as of July 31, 2021 (in thousands):
Gross Fair
Value		Accumulated
Amortization		Net Book
Value		Weighted Average
Remaining Useful Life
(in years)
Developed technology
$51,615 $(7,740)$43,875 4.7
Customer relationships and other acquired intangible assets
665,946 (171,826)494,120 7.4
Total
$717,561 $(179,566)$537,995 7.2

Intangible assets consisted of the following as of January 31, 2021 (in thousands):
Gross Fair
Value		Accumulated
Amortization		Net Book
Value		Weighted Average
Remaining Useful Life
(in years)
Developed technology
$22,770 $(14,814)$7,956 3.3
Customer relationships and other acquired intangible assets
671,947 (147,273)524,674 7.9
Unbilled contracts
18,300 (18,300)— — 
Total
$713,017 $(180,387)$532,630 7.8
Finite-lived Intangible Assets Amortization Expense
The expected future amortization expense of these intangible assets as of July 31, 2021 is as follows (in thousands):
Remaining six months of fiscal 2022$39,245 
fiscal 202376,387 
fiscal 202475,876 
fiscal 202575,786 
fiscal 202674,927 
fiscal 2027 and thereafter195,774 
Total amortization expense$537,995 
v3.21.2
Balance Sheet Components (Tables)
 6 Months Ended
Jul. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Cost and Accumulated Depreciation and Amortization of Property and Equipment
The cost and accumulated depreciation of property and equipment are as follows (in thousands):
As of
July 31, 2021January 31, 2021
Computer equipment and software
$25,905 $24,974 
Office furniture and equipment
13,143 13,352 
Leasehold improvements
19,557 24,719 
Property and equipment, gross
58,605 63,045 
Less: accumulated depreciation
(42,680)(44,980)
Property and equipment, net
$15,925 $18,065 
Schedule of Accrued Compensation and Other Accrued Liabilities
Accrued compensation consists of the following (in thousands):
As of
July 31,
2021		January 31,
2021
Accrued salaries, benefits and commissions
$22,621 $22,538 
Accrued bonuses
16,723 14,956 
Accrued compensation-related taxes
13,182 10,834 
Employee stock purchase plan (ESPP) withholdings(1)
— 2,634 
Other(2)
3,937 5,681 
Total accrued compensation
$56,463 $56,643 
(1) As part of the planned merger discussed in Note 1, our ESPP was suspended after our latest offering period ended June 21, 2021.
(2) Other consists primarily of amounts owed for employment-related benefits.
Other Accrued Liabilities
Other accrued liabilities consist of the following (in thousands):
As of
July 31,
2021		January 31,
2021
Accrued professional costs
$6,131 $3,790 
Current portion of debt3,616 3,610 
Accrued taxes
3,262 5,596 
Accrued self-insurance costs
4,041 4,720 
Acquisition related holdback and retention payments (1)
3,492 3,368 
Other (2)
9,789 9,112 
Total other accrued liabilities
$30,331 $30,196 
(1) Business combination related payments held by Cloudera for indemnification and retention purposes.
(2) Other relates primarily to amounts owed to third-party vendors that provide marketing, cloud-computing services, and travel related services.
v3.21.2
Debt (Tables)
 6 Months Ended
Jul. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Maturities of Long-term Debt As of July 31, 2021, the expected future principal payments under the Term Loan are due as follows (in thousands):
Remaining six months of fiscal 2022$2,500 
20235,000 
20245,000 
20255,000 
20265,000 
2027 and thereafter475,000 
Total $497,500 
v3.21.2
Leases (Tables)
 6 Months Ended
Jul. 31, 2021
Leases [Abstract]  
Summary of Components of Lease Expense
Components of lease expense are summarized as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Operating lease cost$10,314 $11,391 $21,365 $22,692 
Short-term lease cost386 480 713 959 
Sublease income(3,478)(3,605)(7,057)(7,527)
Net lease cost$7,222 $8,266 $15,021 $16,124 
Lease term and discount rate information are summarized as follows:
As of
July 31,
2021		January 31,
2021
Weighted Average Remaining Lease Term (years)5.76.1
Weighted Average Discount Rate6.0 %5.9 %
Summary of Maturities of Lease Liabilities
Maturities of lease liabilities as of July 31, 2021 are as follows (in thousands):
Minimum Lease Payments, Gross
       Remaining six months of fiscal 2022 $13,363 
       fiscal 202338,830 
       fiscal 202438,304 
       fiscal 202536,853 
       fiscal 202632,890 
       fiscal 2027 and thereafter52,754 
Total lease payments$212,994 
        Less imputed interest(34,396)
Present value of lease liabilities$178,598 
v3.21.2
Stock-Based Compensation (Tables)
 6 Months Ended
Jul. 31, 2021
Share-based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity
The following table summarizes stock option activity and related information under the Stock Plans:
Options Outstanding
Number of Shares
 (in thousands)		Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)Aggregate
Intrinsic 
Value
 (in thousands)
Balance — January 31, 20213,383 $9.27 3.0$21,982 
Exercised
(626)6.49 — — 
Canceled
(139)17.06 — — 
Balance — July 31, 20212,618 $9.52 2.7$17,642 
Schedule of Restricted Stock Activity
The following table summarizes RSUs activity and related information under the Stock Plans:
RSUs Outstanding
Number of Shares
 (in thousands)		Weighted-Average Grant Date Fair Value Per Share
Balance — January 31, 202134,764 $11.91 
Granted8,345 15.78 
Canceled (2,642)12.28 
Vested and converted to shares(8,935)12.17 
Balance — July 31, 202131,532 $12.83 
v3.21.2
Segment Information (Tables)
 6 Months Ended
Jul. 31, 2021
Segment Reporting [Abstract]  
Schedule of Financial Information by Reportable Segment
Financial information for each reportable segment was as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Revenue:
Subscription $213,300 $191,522 $413,956 $378,607 
Services 22,757 22,814 46,384 46,189 
Total revenue$236,057 $214,336 $460,340 $424,796 
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Contribution margin:
Subscription $194,063 $170,357 $376,442 $335,877 
Services 5,759 4,108 12,555 5,865 
Total segment contribution margin$199,822 $174,465 $388,997 $341,742 
Reconciliation of Segment Financial Information to Loss from Operations The reconciliation of segment financial information to our loss from operations is as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Segment contribution margin$199,822 $174,465 $388,997 $341,742 
Amortization of acquired intangible assets(18,783)(19,676)(36,434)(39,352)
Stock-based compensation expense(58,549)(46,617)(117,173)(100,055)
Corporate costs, such as research and development, corporate general and administrative and other(155,343)(144,706)(301,995)(294,676)
Loss from operations$(32,853)$(36,534)$(66,605)$(92,341)
v3.21.2
Net Loss Per Share (Tables)
 6 Months Ended
Jul. 31, 2021
Earnings Per Share [Abstract]  
Schedule of the Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders
The following table sets forth the calculation of basic and diluted net loss per share during the periods presented (in thousands, except per share data):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Numerator:
Net loss
$(33,205)$(35,997)$(73,606)$(94,011)
Denominator:
Weighted-average shares used in computing net loss, per share basic and diluted
294,330 300,103 293,447 297,724 
Net loss per share, basic and diluted
$(0.11)$(0.12)$(0.25)$(0.32)
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share
The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive (in thousands):
As of July 31,
20212020
Stock options to purchase common stock
2,618 4,989 
Restricted stock awards
33,768 30,835 
Shares issuable pursuant to the ESPP
— 777 
Total
36,386 36,601 
v3.21.2
Summary of Business and Significant Accounting Policies - Narrative (Details)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2021
USD ($)
customer
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Jul. 31, 2021
USD ($)
customer
segment
$ / shares
Jun. 01, 2021
$ / shares
Jan. 31, 2021
customer
$ / shares
Business Acquisition [Line Items]          
Common stock par value (in dollars per share) | $ / shares $ 0.00005   $ 0.00005 $ 0.00005 $ 0.00005
Number of operating segments | segment     2    
Number of customers with 10% accounts receivable balance | customer 1   1   1
Cloudera, Inc. merger with Project Sky Merger Sub Inc.          
Business Acquisition [Line Items]          
Business Combination, Acquisition Related Costs $ 4.5   $ 4.5    
Sky Parent Inc. | Cloudera, Inc. merger with Project Sky Merger Sub Inc. | Forecast          
Business Acquisition [Line Items]          
Business acquisition, share price (in dollars per share) | $ / shares   $ 16.00      
Business combination, consideration transferred   $ 5,300.0      
Business combination, termination fee two   $ 171.7      
v3.21.2
Revenue from Contracts with Customers - Summary of Significant Changes in Contract Assets and Liabilities Balances (Details) - USD ($)
$ in Thousands
 3 Months Ended
Jul. 31, 2021
Apr. 30, 2021
Contract Liabilities    
Balance at beginning of period $ 549,009 $ 608,397
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period (200,148) (188,443)
Increases due to invoicing prior to satisfaction of performance obligations 171,753 129,055
Balance at end of period $ 520,614 $ 549,009
v3.21.2
Revenue from Contracts with Customers - Remaining Performance Obligations (Details)
$ in Millions
Jul. 31, 2021
USD ($)
Revenue from Contract with Customer [Abstract]  
Revenue, remaining performance obligation, amount $ 865.1
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-08-01  
Revenue from Contract with Customer [Abstract]  
Revenue, remaining performance obligation, amount $ 617.4
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue recognition period 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-08-01  
Revenue from Contract with Customer [Abstract]  
Revenue, remaining performance obligation, amount $ 247.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue recognition period
v3.21.2
Revenue from Contracts with Customers - Narrative (Details) - USD ($)
$ in Millions
Jul. 31, 2021
Jan. 31, 2021
Revenue from Contract with Customer [Abstract]    
Contract with customer, asset, net, current $ 2.7 $ 5.0
v3.21.2
Business Combinations - Narrative (Details) - USD ($)
$ in Thousands
 1 Months Ended
Jun. 30, 2021
Jul. 31, 2021
Jan. 31, 2021
Business Acquisition [Line Items]      
Intangible assets, net   $ 537,995 $ 532,630
Goodwill   $ 620,724 $ 599,291
Minimum      
Business Acquisition [Line Items]      
Acquired finite-lived intangible assets, estimated remaining useful life 4 years    
Maximum      
Business Acquisition [Line Items]      
Acquired finite-lived intangible assets, estimated remaining useful life 5 years    
Cazena, Inc. And Datacoral, Inc.      
Business Acquisition [Line Items]      
Cash consideration paid $ 57,800    
Intangible assets, net 41,800    
Goodwill $ 21,400    
Cazena Inc.      
Business Acquisition [Line Items]      
Percentage of outstanding shares acquired 100.00%    
Datacoral Inc.      
Business Acquisition [Line Items]      
Percentage of outstanding shares acquired 100.00%    
v3.21.2
Cash Equivalents and Marketable Securities - Schedule of Fair Values of Cash Equivalents and Marketable Securities (Details) - USD ($)
$ in Thousands
Jul. 31, 2021
Jan. 31, 2021
Marketable securities:    
Unrealized Gains $ 748 $ 1,612
Unrealized Losses (237) (87)
Total cash equivalents and marketable securities, amortized cost 701,399 659,604
Total cash equivalents and marketable securities, estimated fair value 701,910 661,129
U.S. agency obligations    
Marketable securities:    
Amortized Cost 46,984 68,972
Unrealized Gains 24 76
Unrealized Losses (2) (4)
Estimated Fair Value 47,006 69,044
Asset-backed securities    
Marketable securities:    
Amortized Cost   2,901
Unrealized Gains   2
Unrealized Losses   0
Estimated Fair Value   2,903
Corporate notes and obligations    
Marketable securities:    
Amortized Cost 350,890 210,321
Unrealized Gains 476 1,215
Unrealized Losses (97) (72)
Estimated Fair Value 351,269 211,464
Commercial paper    
Marketable securities:    
Amortized Cost 47,062 48,212
Unrealized Gains 11 19
Unrealized Losses 0 (6)
Estimated Fair Value 47,073 48,225
Municipal securities    
Marketable securities:    
Amortized Cost 85,741 40,031
Unrealized Gains 187 213
Unrealized Losses (131) (5)
Estimated Fair Value 85,797 40,239
Certificates of deposit    
Marketable securities:    
Amortized Cost 95,503 60,749
Unrealized Gains 37 53
Unrealized Losses (7) 0
Estimated Fair Value 95,533 60,802
U.S. treasury securities    
Marketable securities:    
Amortized Cost 31,982 38,291
Unrealized Gains 13 34
Unrealized Losses 0 0
Estimated Fair Value 31,995 38,325
Money market funds    
Cash equivalents:    
Amortized Cost 43,237 186,127
Estimated Fair Value $ 43,237 186,127
Certificates of deposit    
Cash equivalents:    
Amortized Cost   4,000
Estimated Fair Value   $ 4,000
v3.21.2
Cash Equivalents and Marketable Securities - Schedule of Contractual Maturities of Investments in Available-for-Sale Securities (Details) - USD ($)
$ in Thousands
Jul. 31, 2021
Jan. 31, 2021
Amortized Cost    
Due within one year $ 346,010 $ 487,201
Due after one year through five years 355,389 172,403
Total cash equivalents and marketable securities 701,399 659,604
Estimated Fair Value    
Due within one year 346,226 487,848
Due after one year through five years 355,684 173,281
Total cash equivalents and marketable securities $ 701,910 $ 661,129
v3.21.2
Fair Value Measurement - Schedule of Financial Assets According to Fair Value Hierarchy, Measured at Fair Value (Details) - USD ($)
$ in Thousands
Jul. 31, 2021
Jan. 31, 2021
Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total financial assets $ 701,910 $ 661,129
U.S. agency obligations    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 47,006 69,044
U.S. agency obligations | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 47,006 69,044
Asset-backed securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities   2,903
Asset-backed securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities   2,903
Corporate notes and obligations    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 351,269 211,464
Corporate notes and obligations | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 351,269 211,464
Commercial paper | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 47,073 48,225
Municipal securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 85,797 40,239
Municipal securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 85,797 40,239
Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 95,533 60,802
Certificates of deposit | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 95,533 64,802
U.S. treasury securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 31,995 38,325
U.S. treasury securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 31,995 38,325
Level 1 | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total financial assets 43,237 186,127
Level 1 | U.S. agency obligations | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Level 1 | Asset-backed securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities   0
Level 1 | Corporate notes and obligations | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Level 1 | Commercial paper | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Level 1 | Municipal securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Level 1 | Certificates of deposit | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Level 1 | U.S. treasury securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Level 2 | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total financial assets 658,673 475,002
Level 2 | U.S. agency obligations | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 47,006 69,044
Level 2 | Asset-backed securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities   2,903
Level 2 | Corporate notes and obligations | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 351,269 211,464
Level 2 | Commercial paper | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 47,073 48,225
Level 2 | Municipal securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 85,797 40,239
Level 2 | Certificates of deposit | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 95,533 64,802
Level 2 | U.S. treasury securities | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 31,995 38,325
Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Money market funds 43,237 186,127
Money market funds | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Money market funds 43,237 186,127
Money market funds | Level 1 | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Money market funds 43,237 186,127
Money market funds | Level 2 | Fair Value, Measurements, Recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Money market funds $ 0 $ 0
v3.21.2
Fair Value Measurement - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Fair Value Disclosures [Abstract]        
Impairment charges $ 0.0 $ 0.0 $ 0.0 $ 0.0
v3.21.2
Goodwill and Intangible Assets - Goodwill (Details)
$ in Thousands
 6 Months Ended
Jul. 31, 2021
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 599,291
Acquisitions 21,433
Ending balance $ 620,724
v3.21.2
Goodwill and Intangible Assets - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense of intangible assets $ 18.8 $ 19.7 $ 36.4 $ 39.4
v3.21.2
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Jul. 31, 2021
Jan. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Gross Fair Value $ 717,561 $ 713,017
Accumulated Amortization (179,566) (180,387)
Net Book Value $ 537,995 $ 532,630
Weighted Average Remaining Useful Life (in years) 7 years 2 months 12 days 7 years 9 months 18 days
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Fair Value $ 51,615 $ 22,770
Accumulated Amortization (7,740) (14,814)
Net Book Value $ 43,875 $ 7,956
Weighted Average Remaining Useful Life (in years) 4 years 8 months 12 days 3 years 3 months 18 days
Customer relationships and other acquired intangible assets    
Finite-Lived Intangible Assets [Line Items]    
Gross Fair Value $ 665,946 $ 671,947
Accumulated Amortization (171,826) (147,273)
Net Book Value $ 494,120 $ 524,674
Weighted Average Remaining Useful Life (in years) 7 years 4 months 24 days 7 years 10 months 24 days
Unbilled contracts    
Finite-Lived Intangible Assets [Line Items]    
Gross Fair Value   $ 18,300
Accumulated Amortization   (18,300)
Net Book Value   $ 0
v3.21.2
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Jul. 31, 2021
Jan. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]    
Remaining six months of fiscal 2022 $ 39,245  
fiscal 2023 76,387  
fiscal 2024 75,876  
fiscal 2025 75,786  
fiscal 2026 74,927  
fiscal 2027 and thereafter 195,774  
Net Book Value $ 537,995 $ 532,630
v3.21.2
Derivative Instruments and Hedging Activities (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2020
Jul. 31, 2021
Jan. 31, 2021
Other Income (Expense)      
Derivative [Line Items]      
Derivative instruments not designated as hedging instruments, loss $ 0.5 $ 1.0  
Foreign currency derivative contracts | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Derivative, notional amount   $ 32.1 $ 18.7
v3.21.2
Balance Sheet Components - Schedule of Cost and Accumulated Depreciation and Amortization of Property and Equipment (Details) - USD ($)
$ in Thousands
Jul. 31, 2021
Jan. 31, 2021
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 58,605 $ 63,045
Less: accumulated depreciation (42,680) (44,980)
Property and equipment, net 15,925 18,065
Computer equipment and software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 25,905 24,974
Office furniture and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 13,143 13,352
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 19,557 $ 24,719
v3.21.2
Balance Sheet Components - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Depreciation expense $ 1.8 $ 2.7 $ 3.8 $ 5.6
v3.21.2
Balance Sheet Components - Schedule of Accrued Compensation and Other Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jul. 31, 2021
Jan. 31, 2021
Accrued Compensation    
Accrued salaries, benefits and commissions $ 22,621 $ 22,538
Accrued bonuses 16,723 14,956
Accrued compensation-related taxes 13,182 10,834
Employee stock purchase plan (ESPP) withholdings(1) 0 2,634
Other 3,937 5,681
Total accrued compensation 56,463 56,643
Other Accrued Liabilities    
Accrued professional costs 6,131 3,790
Current portion of debt 3,616 3,610
Accrued taxes 3,262 5,596
Accrued self-insurance costs 4,041 4,720
Acquisition related holdback payment 3,492 3,368
Other 9,789 9,112
Other accrued liabilities $ 30,331 $ 30,196
v3.21.2
Debt - Narrative (Details) - USD ($)
 3 Months Ended 6 Months Ended
Dec. 22, 2020
Jul. 31, 2021
Jul. 31, 2021
Jan. 31, 2021
Debt Instrument [Line Items]        
Current portion of debt   $ 3,616,000 $ 3,616,000 $ 3,610,000
Long-term debt, excluding current maturities   $ 485,273,000 $ 485,273,000 $ 487,089,000
Secured Debt | Term Loan B        
Debt Instrument [Line Items]        
Long-term debt, term 7 years      
Debt instrument, face amount $ 500,000,000      
Debt instrument, annual principal payment, percentage 1.00%      
Debt instrument, interest rate, effective percentage   3.25% 3.25%  
Interest expense, debt   $ 4,100,000 $ 8,200,000  
Debt instrument, unamortized discount (premium) and debt issuance costs, net $ 9,500,000      
Long-term debt   488,900,000 488,900,000  
Current portion of debt   3,600,000 3,600,000  
Long-term debt, excluding current maturities   $ 485,300,000 $ 485,300,000  
Secured Debt | Term Loan B | Minimum        
Debt Instrument [Line Items]        
Debt instrument, basis spread on variable rate 3.25%      
Secured Debt | Term Loan B | Eurodollar        
Debt Instrument [Line Items]        
Debt instrument, basis spread on variable rate 2.50%      
Secured Debt | Term Loan B | Base Rate        
Debt Instrument [Line Items]        
Debt instrument, basis spread on variable rate 1.50%      
v3.21.2
Debt - Expected Future Principal Payments (Details)
$ in Thousands
Jul. 31, 2021
USD ($)
Debt Disclosure [Abstract]  
Remaining six months of fiscal 2022 $ 2,500
2023 5,000
2024 5,000
2025 5,000
2026 5,000
2027 and thereafter 475,000
Total $ 497,500
v3.21.2
Leases - Components of Lease Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Leases [Abstract]        
Non-cash lease expense $ 10,314 $ 11,391 $ 21,365 $ 22,692
Short-term lease cost 386 480 713 959
Sublease income (3,478) (3,605) (7,057) (7,527)
Net lease cost $ 7,222 $ 8,266 $ 15,021 $ 16,124
v3.21.2
Leases - Lease Term and Discount Rate Information (Details)
Jul. 31, 2021
Jan. 31, 2021
Leases [Abstract]    
Weighted Average Remaining Lease Term (years) 5 years 8 months 12 days 6 years 1 month 6 days
Weighted Average Discount Rate 6.00% 5.90%
v3.21.2
Leases - Maturities of Lease Liabilities (Details)
$ in Thousands
Jul. 31, 2021
USD ($)
Operating Leases, After Adoption of 842  
Remaining six months of fiscal 2022 $ 13,363
fiscal 2023 38,830
fiscal 2024 38,304
fiscal 2025 36,853
fiscal 2026 32,890
fiscal 2027 and thereafter 52,754
Total lease payments 212,994
Less imputed interest (34,396)
Present value of lease liabilities $ 178,598
v3.21.2
Leases - Narrative (Details)
$ in Millions
Jul. 31, 2021
USD ($)
Leases [Abstract]  
Sublease rental proceeds, remainder of fiscal year $ 5.8
Sublease rental proceeds, thereafter $ 28.6
v3.21.2
Commitments and Contingencies - Narrative (Details)
$ in Millions
 1 Months Ended
Aug. 24, 2021
stockholder
Apr. 02, 2021
plantiff
Sep. 22, 2020
defendant
directorOrOfficer
Aug. 11, 2021
stockholder
Jul. 31, 2021
USD ($)
Jan. 31, 2021
USD ($)
Oct. 16, 2019
derivativeAction
directorOrOfficer
Sep. 05, 2019
directorOrOfficer
Sep. 03, 2019
directorOrOfficer
Jul. 30, 2019
directorOrOfficer
Jun. 07, 2019
directorOrOfficer
Loss Contingencies [Line Items]                      
Letters of credit | $         $ 19.0 $ 19.4          
Loss contingency, number of derivative actions | derivativeAction             3        
Subsequent Event                      
Loss Contingencies [Line Items]                      
Loss contingency, number of purported stockholders | stockholder 2     12              
In re Cloudera, Inc. Securities Litigation                      
Loss Contingencies [Line Items]                      
Loss contingency, number of defendants | defendant     4                
Loss contingency, number of directors or officers     14                
Loss contingency, number of plaintiffs | plantiff   2                  
Lazard v. Cloudera, Inc                      
Loss Contingencies [Line Items]                      
Loss contingency, number of directors or officers                     13
Lee, et al. v. Cole, et al.                      
Loss Contingencies [Line Items]                      
Loss contingency, number of directors or officers                   11  
Slattery v. Reilly, et al.                      
Loss Contingencies [Line Items]                      
Loss contingency, number of directors or officers               13      
Frentzel v. Bearden, et al.                      
Loss Contingencies [Line Items]                      
Loss contingency, number of directors or officers             13        
Chen v. Reilly, et al.                      
Loss Contingencies [Line Items]                      
Loss contingency, number of directors or officers                 13    
v3.21.2
Common Stock Repurchases - Narrative (Details) - USD ($)
$ / shares in Units, shares in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Equity [Abstract]        
Stock repurchase program, authorized amount $ 600,000,000   $ 600,000,000  
Repurchase of common stock, including transaction fees $ 10,200,000 $ 26,000,000 $ 29,100,000 $ 26,000,000
Treasury stock, shares, acquired (in shares) 0.8 3.9 2.4 3.9
Treasury stock acquired, average cost per share (in usd per share) $ 11.97 $ 6.56 $ 12.18 $ 6.56
Stock repurchase program, remaining authorized repurchase amount $ 230,800,000   $ 230,800,000  
v3.21.2
Stock-Based Compensation - Narrative (Details)
$ / shares in Units, $ in Millions
 1 Months Ended 6 Months Ended
Feb. 01, 2021
shares
Feb. 28, 2021
Mar. 31, 2017
annualShareIncrease
shares
Jul. 31, 2021
USD ($)
plan
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of plans | plan       2
Restricted Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unamortized stock-based compensation expense RSUs | $       $ 372.4
Average remaining vesting period       2 years 2 months 12 days
Granted (in shares)       8,345,000
Granted (in dollars per share) | $ / shares       $ 15.78
Performance Restricted Stock Units        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Unamortized stock-based compensation expense RSUs | $       $ 32.2
Average remaining vesting period       1 year 6 months
Granted (in shares)       2,200,000
Granted (in dollars per share) | $ / shares       $ 17.29
Performance Shares        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Award vesting percentage   16.67%    
Equity Incentive Plan 2017        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Restriction on increase to shares outstanding percentage       5.00%
Increase in shares reserved for grant (in shares) 14,561,036      
Reserved for issuance under plans (in shares)       23,307,369
Employee Stock Purchase Plan 2017        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Restriction on increase to shares outstanding percentage     1.00%  
Increase in shares reserved for grant (in shares) 2,912,207      
Reserved for issuance under plans (in shares)     3,000,000  
Purchase period, employee stock purchase plan     6 months  
Number of annual automatic share increases | annualShareIncrease     10  
Share-based compensation arrangement by share-based payment award, number of shares available for grant (in shares)       6,547,157
v3.21.2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended 12 Months Ended
Jul. 31, 2021
Jan. 31, 2021
Number of Shares (in thousands)    
Balance at beginning of period (in shares) 3,383,000  
Exercised (in shares) (626,000)  
Canceled (in shares) (139,000)  
Balance at end of period (in shares) 2,618,000 3,383,000
Weighted-Average Exercise Price    
Balance at beginning of period (in dollars per share) $ 9.27  
Exercised (in dollars per share) 6.49  
Canceled (in dollars per share) 17.06  
Balance at end of period (in dollars per share) $ 9.52 $ 9.27
Additional Information    
Weighted-Average Remaining Contractual Term (Years) 2 years 8 months 12 days 3 years
Aggregate Intrinsic  Value (in thousands) $ 17,642 $ 21,982
v3.21.2
Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock Units
 6 Months Ended
Jul. 31, 2021
$ / shares
shares
Number of Shares (in thousands)  
Balance at beginning of period (in shares) | shares 34,764,000
Granted (in shares) | shares 8,345,000
Canceled (in shares) | shares (2,642,000)
Vested and converted to shares (in shares) | shares (8,935,000)
Balance at end of period (in shares) | shares 31,532,000
Weighted-Average Grant Date Fair Value Per Share  
Balance at beginning of period (in dollars per share) | $ / shares $ 11.91
Granted (in dollars per share) | $ / shares 15.78
Canceled (in dollars per share) | $ / shares 12.28
Vested and converted to shares (in dollars per share) | $ / shares 12.17
Balance at end of period (in dollars per share) | $ / shares $ 12.83
v3.21.2
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Income Tax Disclosure [Abstract]        
Tax provision (benefit) $ (3,243) $ 1,887 $ (777) $ 3,838
v3.21.2
Related Party Transactions - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Jan. 31, 2021
Related Party Transactions [Abstract]          
Revenue from related party $ 1.2 $ 2.1 $ 2.8 $ 4.0  
Accounts receivable related party $ 0.8   $ 0.8   $ 2.2
v3.21.2
Segment Information - Schedule of Financial Information by Reportable Segment (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Segment Reporting Information [Line Items]        
Total revenue $ 236,057 $ 214,336 $ 460,340 $ 424,796
Total segment contribution margin 199,822 174,465 388,997 341,742
Subscription        
Segment Reporting Information [Line Items]        
Total revenue 213,300 191,522 413,956 378,607
Total segment contribution margin 194,063 170,357 376,442 335,877
Services        
Segment Reporting Information [Line Items]        
Total revenue 22,757 22,814 46,384 46,189
Total segment contribution margin $ 5,759 $ 4,108 $ 12,555 $ 5,865
v3.21.2
Segment Information - Reconciliation of Segment Financial Information to Loss from Operations (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Segment Reporting Information [Line Items]        
Segment contribution margin $ 199,822 $ 174,465 $ 388,997 $ 341,742
Amortization of acquired intangible assets (18,800) (19,700) (36,400) (39,400)
Corporate costs, such as research and development, corporate general and administrative and other [1],[2] (223,937) (201,231) (438,854) (413,257)
Loss from operations (32,853) (36,534) (66,605) (92,341)
Operating Segments        
Segment Reporting Information [Line Items]        
Segment contribution margin 199,822 174,465 388,997 341,742
Corporate, Non-Segment        
Segment Reporting Information [Line Items]        
Amortization of acquired intangible assets (18,783) (19,676) (36,434) (39,352)
Stock-based compensation expense (58,549) (46,617) (117,173) (100,055)
Corporate costs, such as research and development, corporate general and administrative and other $ (155,343) $ (144,706) $ (301,995) $ (294,676)
[1] Amounts include stock-based compensation expense as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Cost of revenue – subscription
$4,162 $3,684 $8,454 $7,676 
Cost of revenue – services
2,518 3,004 5,213 6,991 
Research and development
22,506 17,057 43,767 36,881 
Sales and marketing
16,024 14,031 31,879 29,854 
General and administrative
13,339 8,841 27,860 18,653 
[2] Amounts include amortization of acquired intangible assets as follows (in thousands):
Three Months Ended July 31,Six Months Ended July 31,
2021202020212020
Cost of revenue – subscription $2,058 $3,080 $3,081 $6,159 
Sales and marketing 16,725 16,596 33,353 33,193 
v3.21.2
Segment Information - Narrative (Details) - Non-US - Geographic Concentration
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jan. 31, 2021
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Revenue from Contract with Customer Benchmark            
Concentration Risk [Line Items]            
Concentration risk percentage     45.00% 40.00% 44.00% 40.00%
Property, Plant and Equipment            
Concentration Risk [Line Items]            
Concentration risk percentage 29.00% 31.00%        
v3.21.2
Net Loss Per Share - Schedule of the Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Jul. 31, 2021
Jul. 31, 2020
Numerator:        
Net loss $ (33,205) $ (35,997) $ (73,606) $ (94,011)
Denominator:        
Weighted-average shares used in computing net loss, per share basic ( in shares) 294,330 300,103 293,447 297,724
Weighted-average shares used in computing net loss, per share diluted (in shares) 294,330 300,103 293,447 297,724
Net loss per share, basic (in usd per share) $ (0.11) $ (0.12) $ (0.25) $ (0.32)
Net loss per share, diluted (in usd per share) $ (0.11) $ (0.12) $ (0.25) $ (0.32)
v3.21.2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
shares in Thousands
 6 Months Ended
Jul. 31, 2021
Jul. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities (in shares) 36,386 36,601
Stock options to purchase common stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities (in shares) 2,618 4,989
Restricted stock awards    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities (in shares) 33,768 30,835
Shares issuable pursuant to the ESPP    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive securities (in shares) 0 777
v3.21.2
Subsequent Events (Details)
$ in Thousands
Aug. 30, 2021
USD ($)
Subsequent Event | Chief Product Officer  
Subsequent Event [Line Items]  
Severance payment $ 2,120