filings.toolsItem 1. FINANCIAL STATEMENTS
94K characters. Original on sec.gov ·
Item 1. FINANCIAL STATEMENTS
CrowdStrike Holdings, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
| April 30, | January 31, | ||||||||||
| 2022 | 2022 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,152,736 | $ | 1,996,633 | |||||||
| Accounts receivable, net of allowance for credit losses of $1.7 million and $1.6 million as of April 30, 2022 and January 31, 2022, respectively | 369,130 | 368,145 | |||||||||
| Deferred contract acquisition costs, current | 135,681 | 126,822 | |||||||||
| Prepaid expenses and other current assets | 75,511 | 79,352 | |||||||||
| Total current assets | 2,733,058 | 2,570,952 | |||||||||
| Strategic investments | 28,665 | 23,632 | |||||||||
| Property and equipment, net | 316,309 | 260,577 | |||||||||
| Operating lease right-of-use assets | 28,701 | 31,735 | |||||||||
| Deferred contract acquisition costs, noncurrent | 197,261 | 192,358 | |||||||||
| Goodwill | 416,228 | 416,445 | |||||||||
| Intangible assets, net | 93,945 | 97,336 | |||||||||
| Other long-term assets | 21,668 | 25,346 | |||||||||
| Total assets | $ | 3,835,835 | $ | 3,618,381 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 11,024 | $ | 47,634 | |||||||
| Accrued expenses | 94,966 | 83,382 | |||||||||
| Accrued payroll and benefits | 116,406 | 104,563 | |||||||||
| Operating lease liabilities, current | 9,967 | 9,820 | |||||||||
| Deferred revenue | 1,249,198 | 1,136,502 | |||||||||
| Other current liabilities | 15,542 | 24,929 | |||||||||
| Total current liabilities | 1,497,103 | 1,406,830 | |||||||||
| Long-term debt | 739,889 | 739,517 | |||||||||
| Deferred revenue, noncurrent | 443,399 | 392,819 | |||||||||
| Operating lease liabilities, noncurrent | 22,197 | 25,379 | |||||||||
| Other liabilities, noncurrent | 16,250 | 16,193 | |||||||||
| Total liabilities | 2,718,838 | 2,580,738 | |||||||||
| Commitments and contingencies (Note 8) | |||||||||||
| Stockholders’ Equity | |||||||||||
| Preferred stock, $0.0005 par value; 100,000 shares authorized as of April 30, 2022 and January 31, 2022; no shares issued and outstanding as of April 30, 2022 and January 31, 2022. | — | — | |||||||||
| Class A common stock, $0.0005 par value; 2,000,000 shares authorized as of April 30, 2022 and January 31, 2022; 213,353 shares and 209,996 shares issued and outstanding as of April 30, 2022 and January 31, 2022, respectively; Class B common stock, $0.0005 par value; 300,000 shares authorized as of April 30, 2022 and January 31, 2022; 18,663 shares and 20,710 shares issued and outstanding as of April 30, 2022 and January 31, 2022, respectively. | 116 | 115 | |||||||||
| Additional paid-in capital | 2,103,054 | 1,991,807 | |||||||||
| Accumulated deficit | (996,441) | (964,918) | |||||||||
| Accumulated other comprehensive loss | (4,188) | (1,240) | |||||||||
| Total CrowdStrike Holdings, Inc. stockholders’ equity | 1,102,541 | 1,025,764 | |||||||||
| Non-controlling interest | 14,456 | 11,879 | |||||||||
| Total stockholders’ equity | 1,116,997 | 1,037,643 | |||||||||
| Total liabilities and stockholders’ equity | $ | 3,835,835 | $ | 3,618,381 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CrowdStrike Holdings, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Revenue | |||||||||||
| Subscription | $ | 459,822 | $ | 281,228 | |||||||
| Professional services | 28,012 | 21,615 | |||||||||
| Total revenue | 487,834 | 302,843 | |||||||||
| Cost of revenue | |||||||||||
| Subscription | 107,942 | 64,903 | |||||||||
| Professional services | 18,890 | 13,602 | |||||||||
| Total cost of revenue | 126,832 | 78,505 | |||||||||
| Gross profit | 361,002 | 224,338 | |||||||||
| Operating expenses | |||||||||||
| Sales and marketing | 193,532 | 135,131 | |||||||||
| Research and development | 123,399 | 78,180 | |||||||||
| General and administrative | 67,954 | 42,374 | |||||||||
| Total operating expenses | 384,885 | 255,685 | |||||||||
| Loss from operations | (23,883) | (31,347) | |||||||||
| Interest expense | (6,298) | (6,230) | |||||||||
| Other income, net | 3,212 | 4,768 | |||||||||
| Loss before provision for income taxes | (26,969) | (32,809) | |||||||||
| Provision for income taxes | 3,440 | 50,062 | |||||||||
| Net loss | (30,409) | (82,871) | |||||||||
| Net income attributable to non-controlling interest | 1,114 | 2,178 | |||||||||
| Net loss attributable to CrowdStrike | $ | (31,523) | $ | (85,049) | |||||||
| Net loss per share attributable to CrowdStrike common stockholders, basic and diluted | $ | (0.14) | $ | (0.38) | |||||||
| Weighted-average shares used in computing net loss per share attributable to CrowdStrike common stockholders, basic and diluted | 231,179 | 224,153 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CrowdStrike Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Net loss | $ | (30,409) | $ | (82,871) | |||||||
| Other comprehensive loss: | |||||||||||
| Foreign currency translation adjustments | (2,948) | (202) | |||||||||
| Other comprehensive loss | (2,948) | (202) | |||||||||
| Less: Comprehensive income attributable to non-controlling interest | 1,114 | 2,178 | |||||||||
| Total comprehensive loss attributable to CrowdStrike | $ | (34,471) | $ | (85,251) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CrowdStrike Holdings, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
Three Months Ended April 30, 2022 and 2021
(in thousands)
(unaudited)
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non-controlling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at January 31, 2022 | 230,706 | $ | 115 | $ | 1,991,807 | $ | (964,918) | $ | (1,240) | $ | 11,879 | $ | 1,037,643 | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of options | 407 | 1 | 3,104 | — | — | — | 3,105 | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock under RSU and PSU release | 886 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Vesting of early exercised options | — | — | 735 | — | — | — | 735 | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock for founders holdbacks related to acquisitions | 19 | — | 3,704 | — | — | — | 3,704 | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 100,776 | — | — | — | 100,776 | |||||||||||||||||||||||||||||||||||||
| Capitalized stock-based compensation | — | — | 2,928 | — | — | — | 2,928 | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | (31,523) | — | 1,114 | (30,409) | |||||||||||||||||||||||||||||||||||||
| Non-controlling interest | — | — | — | — | — | 1,463 | 1,463 | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (2,948) | — | (2,948) | |||||||||||||||||||||||||||||||||||||
| Balances at April 30, 2022 | 232,018 | $ | 116 | $ | 2,103,054 | $ | (996,441) | $ | (4,188) | $ | 14,456 | $ | 1,116,997 |
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Non-controlling Interest | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||
| Balances at January 31, 2021 | 223,724 | $ | 112 | $ | 1,598,259 | $ | (730,116) | $ | 2,319 | $ | 1,300 | $ | 871,874 | |||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of options | 769 | 1 | 3,753 | — | — | — | 3,754 | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock under RSU release | 1,193 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Issuance of common stock related to early exercised options | 57 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Vesting of early exercised options | — | — | 797 | — | — | — | 797 | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | 53,646 | — | — | — | 53,646 | |||||||||||||||||||||||||||||||||||||
| Capitalized stock-based compensation | — | — | 1,733 | — | — | — | 1,733 | |||||||||||||||||||||||||||||||||||||
| Fair value of replacement equity awards attributable to pre-acquisition service | — | — | 4,011 | — | — | — | 4,011 | |||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | (85,049) | — | 2,178 | (82,871) | |||||||||||||||||||||||||||||||||||||
| Non-controlling interest | — | — | — | — | — | 655 | 655 | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | (202) | — | (202) | |||||||||||||||||||||||||||||||||||||
| Balances at April 30, 2021 | 225,743 | $ | 113 | $ | 1,662,199 | $ | (815,165) | $ | 2,117 | $ | 4,133 | $ | 853,397 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CrowdStrike Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Operating activities | |||||||||||
| Net loss | $ | (30,409) | $ | (82,871) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 16,341 | 11,974 | |||||||||
| Amortization of intangible assets | 4,088 | 2,417 | |||||||||
| Amortization of deferred contract acquisition costs | 37,592 | 24,376 | |||||||||
| Non-cash operating lease cost | 2,237 | 2,180 | |||||||||
| Stock-based compensation expense | 102,494 | 54,362 | |||||||||
| Deferred income taxes | 1,752 | (207) | |||||||||
| Non-cash interest expense | 669 | 595 | |||||||||
| Change in fair value of strategic investments | (2,208) | (4,356) | |||||||||
| Changes in operating assets and liabilities, net of impact of acquisitions | |||||||||||
| Accounts receivable, net | (1,058) | 31,740 | |||||||||
| Deferred contract acquisition costs | (51,354) | (36,400) | |||||||||
| Prepaid expenses and other assets | 4,243 | (685) | |||||||||
| Accounts payable | (36,431) | (10,562) | |||||||||
| Accrued expenses and other liabilities | (7,300) | 42,180 | |||||||||
| Accrued payroll and benefits | 13,235 | 5,969 | |||||||||
| Operating lease liabilities | (2,210) | (2,555) | |||||||||
| Deferred revenue | 163,276 | 109,376 | |||||||||
| Net cash provided by operating activities | 214,957 | 147,533 | |||||||||
| Investing activities | |||||||||||
| Purchases of property and equipment | (52,211) | (25,796) | |||||||||
| Capitalized internal-use software and website development costs | (5,214) | (4,434) | |||||||||
| Purchase of strategic investments | (2,825) | (1,309) | |||||||||
| Business acquisitions, net of cash acquired | — | (353,407) | |||||||||
| Purchase of intangible assets | (700) | — | |||||||||
| Net cash used in investing activities | (60,950) | (384,946) | |||||||||
| Financing activities | |||||||||||
| Payment of debt issuance costs related to revolving line of credit | — | (219) | |||||||||
| Payment of debt issuance costs related to Senior Notes | — | (1,581) | |||||||||
| Proceeds from issuance of common stock upon exercise of stock options | 3,106 | 3,754 | |||||||||
| Capital contributions from non-controlling interest holders | 1,462 | 655 | |||||||||
| Net cash provided by financing activities | 4,568 | 2,609 | |||||||||
| Effect of foreign exchange rates on cash and cash equivalents | (2,472) | 1,193 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 156,103 | (233,611) | |||||||||
| Cash and cash equivalents, beginning of period | 1,996,633 | 1,918,608 | |||||||||
| Cash and cash equivalents, end of period | $ | 2,152,736 | $ | 1,684,997 | |||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid | $ | 11,265 | $ | 11 | |||||||
| Income taxes paid, net of refunds received | 3,948 | 1,385 | |||||||||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
| Net increase in property and equipment included in accounts payable and accrued expenses | 13,165 | 4,294 | |||||||||
| Vesting of early exercised stock options | 735 | 797 | |||||||||
| Equity consideration for acquisitions | — | 4,011 | |||||||||
| Operating lease liabilities arising from obtaining operating right of-use assets | — | 2,591 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CrowdStrike Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Description of Business and Significant Accounting Policies
Business
CrowdStrike Holdings, Inc. (the “Company”) was formed on November 7, 2011. The Company is a global cybersecurity leader that provides cloud-delivered protection of endpoints, cloud workloads, identity, and data via a software as a service (“SaaS”) subscription-based model that spans multiple security markets, including corporate workload security, security and vulnerability management, managed security services, IT operations management, threat intelligence services, identity protection and log management. The Company’s principal executive offices are in Austin, Texas. The Company conducts its business in the United States, as well as locations internationally, including in Australia, Germany, India, Israel, Romania, and the United Kingdom.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of January 31, 2022, and related disclosures, have been derived from the audited consolidated financial statements at that date but do not include all of the information required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments that are necessary for the fair statement of the Company’s condensed consolidated financial information. Certain prior year amounts in the condensed consolidated statements of cash flows were reclassified to conform to the current period presentation. These reclassifications had no effect on net cash provided by (used in) operating, investing, and financing activities and cash and cash equivalent amounts. The results of operations for the three months ended April 30, 2022 are not necessarily indicative of the results to be expected for the year ending January 31, 2023 or for any other interim period or for any other future year.
The accompanying interim unaudited condensed consolidated financial statements and related financial information should be read in conjunction with Item 8, “Financial Statements and Supplementary Data” included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022, filed with the SEC on March 16, 2022.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions. Actual results may differ from these estimates and such difference could be material to the Company’s condensed consolidated financial statements.
Estimates and assumptions used by management include, but are not limited to, revenue recognition, the allowance for credit losses, the useful lives of long-lived assets, the fair values of strategic investments, the period of benefit for deferred contract acquisition costs, the discount rate used for operating leases, the recognition, measurement and disclosure of contingent liabilities, income taxes, stock-based compensation, the fair value of assets acquired and liabilities assumed for business combinations.
Concentration of Credit Risk and Geographic Information
The Company generates revenue from the sale of subscriptions to access its cloud platform and professional services. The Company’s sales team, along with its channel partner network of system integrators and value-added resellers (collectively, “channel partners”), sells the Company’s services worldwide to organizations of all sizes.
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, accounts receivable, and strategic investments. The Company’s cash is placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company limits its concentration of risk in cash equivalents by diversifying its investments among a variety of financial institutions. The Company has not experienced any credit loss relating to its cash equivalents and strategic investments. The Company performs periodic credit evaluations of its customers and generally does not require collateral.
Channel partners or direct customers who represented 10% or more of the Company’s accounts receivable were as follows:
| April 30, 2022 | January 31, 2022 | ||||||||||
| Channel partner A(1) | 15 | % | 9 | % | |||||||
| Channel partner B | 11 | % | 3 | % | |||||||
| Channel partner C | 10 | % | 9 | % | |||||||
| Customer A(1) | 1 | % | 10 | % |
_______________________________
(1)Channel Partner A and Customer A are controlled by the same company.
There were no direct customers or channel partners who represented 10% or more of the Company’s total revenue during the three months ended April 30, 2022 and April 30, 2021.
Significant Accounting Policies
The Company’s significant accounting policies are described in the Company’s Annual Report on Form 10-K for the year ended January 31, 2022. There have been no significant changes to these policies that have had a material impact on the Company’s condensed consolidated financial statements and related notes for the three months ended April 30, 2022.
Recently Issued Accounting Pronouncements
In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. For public business entities, this ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements.
2. Investments and Fair Value Measurements
The Company follows ASC 820*, Fair Value Measurements*, with respect to cash equivalents that are measured at fair value on a recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or a liability in an orderly transaction between market participants as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances.
The hierarchy is broken down into three levels as follows:
Level 1 Assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in active markets
Level 2 Assets and liabilities whose values are based on quoted prices in markets that are not active or inputs that are observable for substantially the full term of the asset or liability
Level 3 Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement
Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands):
| April 30, 2022 | January 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | 89,498 | $ | — | $ | — | $ | 89,498 | $ | 300,027 | $ | — | $ | — | $ | 300,027 | |||||||||||||||||||||||||||||||
| Total assets | $ | 89,498 | $ | — | $ | — | $ | 89,498 | $ | 300,027 | $ | — | $ | — | $ | 300,027 |
__________________________________
(1)Included in “Cash and cash equivalents” on the condensed consolidated balance sheets.
There were no transfers between the levels of the fair value hierarchy during the periods presented.
The following summarizes the net carrying value of the strategic investments, which are Level 3 within the fair value hierarchy (in thousands):
| April 30, 2022 | January 31, 2022 | ||||||||||
| Total initial cost | $ | 21,634 | $ | 18,809 | |||||||
| Unrealized gains due to changes in fair value | 7,031 | 4,823 | |||||||||
| Carrying value | $ | 28,665 | $ | 23,632 |
3. Balance Sheet Components
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| April 30, 2022 | January 31, 2022 | ||||||||||
| Data center and other computer equipment | $ | 210,819 | $ | 198,297 | |||||||
| Capitalized internal-use software and website development costs | 77,497 | 70,476 | |||||||||
| Leasehold improvements | 21,951 | 22,029 | |||||||||
| Purchased software | 5,269 | 5,232 | |||||||||
| Furniture and equipment | 7,176 | 7,291 | |||||||||
| Construction in process | 151,000 | 99,030 | |||||||||
| 473,712 | 402,355 | ||||||||||
| Less: Accumulated depreciation and amortization | (157,403) | (141,778) | |||||||||
| Property and equipment, net | $ | 316,309 | $ | 260,577 |
Construction in process mainly includes data center equipment purchased that has not yet been placed in service. Data center equipment that was purchased but not yet been placed into service was $135.0 million as of April 30, 2022.
Depreciation and amortization expense of property and equipment was $16.3 million and $12.0 million during the three months ended April 30, 2022 and April 30, 2021, respectively.
There were no impairment of property and equipment during the three months ended April 30, 2022 and April 30, 2021. The Company capitalized $8.1 million and $6.2 million in internal-use software and website development costs during the three months ended April 30, 2022 and April 30, 2021, respectively. Amortization expense associated with internal-use software and website development costs totaled $4.3 million and $2.5 million during the three months ended April 30, 2022 and April 30, 2021, respectively. The net book value of capitalized internal-use software and website development costs was $42.4 million and $38.6 million as of April 30, 2022 and January 31, 2022, respectively.
Intangible Assets, Net
Total intangible assets, net consisted of the following (dollars in thousands):
| April 30, 2022 | Weighted-Average Remaining Useful Life | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Amount | |||||||||||||||||||||
| (in months) | |||||||||||||||||||||||
| Developed technology | $ | 97,628 | $ | 15,377 | $ | 82,251 | 76 | ||||||||||||||||
| Customer relationships | 12,012 | 2,420 | 9,592 | 69 | |||||||||||||||||||
| Other acquired intangible assets | 3,090 | 988 | 2,102 | 142 | |||||||||||||||||||
| Total | $ | 112,730 | $ | 18,785 | $ | 93,945 |
| January 31, 2022 | Weighted-Average Remaining Useful Life | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Amount | |||||||||||||||||||||
| (in months) | |||||||||||||||||||||||
| Developed technology | $ | 97,668 | $ | 12,000 | $ | 85,668 | 79 | ||||||||||||||||
| Customer relationships | 12,045 | 1,973 | 10,072 | 72 | |||||||||||||||||||
| Other acquired intangible assets | 2,397 | 801 | 1,596 | 89 | |||||||||||||||||||
| Total | $ | 112,110 | $ | 14,774 | $ | 97,336 |
Amortization expense of intangible assets was $4.1 million and $2.4 million during the three months ended April 30, 2022 and April 30, 2021, respectively.
The estimated aggregate future amortization expense of intangible assets as of April 30, 2022 is as follows (in thousands):
| Total | |||||
| Fiscal 2023 (remaining nine months) | $ | 12,249 | |||
| Fiscal 2024 | 15,649 | ||||
| Fiscal 2025 | 15,564 | ||||
| Fiscal 2026 | 14,477 | ||||
| Fiscal 2027 | 12,302 | ||||
| Thereafter | 23,704 | ||||
| Total amortization expense | $ | 93,945 |
The developed technology, customer relationships, and other acquired intangible assets are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from 2 to 20 years.
Goodwill
The changes in goodwill during the three months ended April 30, 2022 consisted of the following (in thousands):
| Amounts | |||||
| Goodwill as of January 31, 2022 | $ | 416,445 | |||
| Goodwill adjustment for the SecureCircle acquisition | 81 | ||||
| Foreign currency translation | (298) | ||||
| Goodwill as of April 30, 2022 | $ | 416,228 |
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| April 30, 2022 | January 31, 2022 | ||||||||||
| Web hosting services | $ | 25,133 | $ | 23,711 | |||||||
| Accrued purchases of property and equipment | 24,130 | 10,878 | |||||||||
| Accrued legal and accounting | 10,516 | 14,166 | |||||||||
| Accrued marketing | 10,482 | 9,801 | |||||||||
| Other accrued expenses | 8,993 | 6,988 | |||||||||
| Accrued consulting expenses | 6,486 | 3,498 | |||||||||
| Accrued interest expense | 4,750 | 10,375 | |||||||||
| Accrued partner commissions | 4,476 | 3,965 | |||||||||
| Accrued expenses | $ | 94,966 | $ | 83,382 |
Accrued Payroll and Benefits
Accrued payroll and benefits consisted of the following (in thousands):
| April 30, 2022 | January 31, 2022 | ||||||||||
| Accrued commissions | $ | 36,982 | $ | 47,298 | |||||||
| Employee Stock Purchase Plan | 31,804 | 14,764 | |||||||||
| Accrued payroll and related expenses | 28,848 | 24,910 | |||||||||
| Accrued bonuses | 18,772 | 17,591 | |||||||||
| Accrued payroll and benefits | $ | 116,406 | $ | 104,563 |
In April 2020, the Company began deferring payment on its share of payroll taxes owed, as permitted by the CARES Act through December 31, 2020. As of April 30, 2022 and January 31, 2022, the Company had deferred $5.1 million of payroll taxes in other current liabilities.
4. Debt
Secured Revolving Credit Facility
In April 2019, the Company entered into a Credit Agreement with Silicon Valley Bank and other lenders, to provide a revolving line of credit of up to $150.0 million, including a letter of credit sub-facility in the aggregate amount of $10.0 million, and a swingline sub-facility in the aggregate amount of $10.0 million.
On January 4, 2021, the Company amended and restated its existing credit agreement (the “A&R Credit Agreement” and the facility thereunder the “Revolving Facility”) among CrowdStrike, Inc., as borrower, CrowdStrike Holdings, Inc., as guarantor, and Silicon Valley Bank and the other lenders party thereto, providing the Company with a revolving line of credit of up to $750.0 million, including a letter of credit sub-facility in the aggregate amount of $100.0 million, and a swingline sub-facility in the aggregate amount of $50.0 million. The Company also has the option to request an incremental facility of up to an additional $250.0 million from one or more of the lenders under the A&R Credit Agreement. The A&R Credit Agreement is guaranteed by
all of the Company’s material domestic subsidiaries. The A&R Credit Agreement extended the maturity date of April 19, 2022 to January 2, 2026.
On January 6, 2022, the Company modified the A&R Credit Agreement (the “Amended A&R Credit Agreement”) among CrowdStrike, Inc., as borrower, CrowdStrike Holdings, Inc., as guarantor, and Silicon Valley Bank and the other lenders party thereto. There were no changes to the borrowing amounts or maturity date. Under the Amended A&R Credit Agreement, revolving loans are Alternate Base Rate (“ABR”) Loans. Outstanding ABR Loans incur interest at the highest of (a) the Prime Rate, as published by the Wall Street Journal, (b) the federal funds rate in effect on such day plus 0.50%, and (c) the Term Secured Overnight Finance Rate (the “Term SOFR”) for a one-month tenor in effect on such day plus 1.00%, in each case plus a margin between (0.25)% and 0.25%, depending on the senior secured leverage ratio. The Company will be charged a commitment fee of 0.15% to 0.25% per year for committed but unused amounts, depending on the senior secured leverage ratio. The financial covenants require the Company to maintain a minimum consolidated interest coverage ratio of 3.00:1.00, a maximum senior secured leverage ratio of 3.00:1.00 (through January 31, 2023), and a maximum total leverage ratio of 5.50:1.00 stepping down to 3.50:1.00 over time. The Company was in compliance with the financial covenants as of April 30, 2022.
The Amended A&R Credit Agreement is secured by substantially all of the Company’s current and future consolidated assets, property and rights, including, but not limited to, intellectual property, cash, goods, equipment, contractual rights, financial assets, and intangible assets of the Company and certain of its subsidiaries. The Amended A&R Credit Agreement contains customary covenants limiting the Company’s ability and the ability of its subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock, and make investments, in each case subject to certain exceptions.
No amounts were outstanding under the Amended A&R Credit Agreement as of April 30, 2022 and January 31, 2022.
Senior Notes
On January 20, 2021, the Company issued $750.0 million in aggregate principal amount of 3.00% Senior Notes maturing in February 2029. The Senior Notes are guaranteed by the Company’s subsidiary, CrowdStrike, Inc. and will be guaranteed by each of the Company’s existing and future domestic subsidiaries that becomes a borrower or guarantor under the A&R Credit Agreement. The Senior Notes were issued at par and bear interest at a rate of 3.00% per annum. Interest payments are payable semiannually on February 15 and August 15 of each year, commencing on August 15, 2021. The Company may voluntarily redeem the Senior Notes, in whole or in part, 1) at any time prior to February 15, 2024 at (a) 100.00% of their principal amount, plus a “make whole” premium or (b) with the net cash proceeds received from an equity offering at a redemption price equal to 103.00% of the principal amount, provided the aggregate principal amount of all such redemptions does not exceed 40% of the original aggregate principal amount of the Senior Notes; 2) at any time on or after February 15, 2024 at a prepayment price equal to 101.50% of the principal amount; 3) at any time on or after February 15, 2025 at a prepayment price equal to 100.75% of the principal amount; and 4) at any time on or after February 15, 2026 at a prepayment price equal to 100.00% of the principal amount; in each case, plus accrued and unpaid interest, if any, to but excluding, the date of redemption.
The net proceeds from the debt offering were $738.0 million after deducting the underwriting commissions of $9.4 million and $2.6 million of issuance costs. The debt issuance costs are being amortized to interest expense using the effective interest method over the term of the Senior Notes. Interest expense related to contractual interest expense, amortization of debt issuance costs and accretion of debt discount was $6.0 million during both the three months ended April 30, 2022 and 2021.
In certain circumstances involving a change of control event, the Company will be required to make an offer to repurchase all or, at the holder’s option, any part, of each holder’s notes of that series at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The indenture governing the Senior Notes (the “Indenture”) contain covenants limiting the Company’s ability and the ability of its subsidiaries to create liens on certain assets to secure debt; grant a subsidiary guarantee of certain debt without also providing a guarantee of the Senior Notes; declare dividends; and consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its assets to, another person. These covenants are subject to a number of limitations and exceptions. Certain of these covenants will not apply during any period in which the notes are rated investment grade by Fitch Ratings, Inc. (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services (“S&P”).
As of April 30, 2022, the Company was in compliance with all of its financial covenants under the Indenture associated with the Senior Notes.
Based on the trading prices of the Senior Notes, the fair value of the Senior Notes as of April 30, 2022 was approximately $667.5 million. While the Senior Notes are recorded at cost, the fair value of the Senior Notes was determined based on quoted prices in markets that are not active; accordingly, the Senior Notes is categorized as Level 2 for purposes of the fair value measurement hierarchy.
5. Income Taxes
The Company recognized income tax expense of $3.4 million and $50.1 million for the three months ended April 30, 2022 and April 30, 2021, respectively. The tax expense for the three months ended April 30, 2022 was primarily attributable to pre-tax foreign earnings and withholding taxes related to customer payments in certain foreign jurisdictions in which the Company conducts business. The tax expense for the three months ended April 30, 2021 was primarily attributable to pre-tax foreign earnings, withholding taxes related to customer payments in certain foreign jurisdictions in which the Company conducts business, and from the intercompany sale of intellectual property from Humio. The Company’s effective tax rates of (12.7)% and (143.1)% for the three months ended April 30, 2022 and April 30, 2021, respectively, differ from the U.S. statutory tax rate primarily due to U.S. losses for which there is no benefit and the tax impact from the intercompany sale of intellectual property from Humio for the three months ended April 30, 2021.
The Company has a full valuation allowance on its U.S. federal and state and its U.K. deferred tax assets. As a result, the Company does not record a tax benefit on these losses because it is more likely than not that the benefit will not be realized.
The balance of gross unrecognized tax benefits was $28.7 million and $26.3 million as of April 30, 2022 and January 31, 2022, respectively. The increase was primarily due to establishing an uncertain tax position associated with research & development tax credits. As of April 30, 2022 and January 31, 2022, approximately $2.4 million and $1.9 million, respectively of the unrecognized tax benefits including interest and penalties would affect the Company’s effective tax rate if favorably resolved. The Company is subject to examination by tax authorities both domestically and internationally. The Company believes that adequate amounts have been reserved for any adjustments that may result from these examinations, although the Company cannot assure that this will be the case given the inherent uncertainties in these examinations. It is impractical to determine the amount and timing of these adjustments. The potential change in unrecognized tax benefits during the next 12 months is not expected to be material.
In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, the Company recognizes potential liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes and interest will be due. If the Company’s estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes in the condensed consolidated statements of operations. Accrued interest and penalties are included within other liabilities, noncurrent on the condensed consolidated balance sheet.
6. Stock-Based Compensation
Stock Incentive Plan
In May 2019, the Company’s board of directors adopted, and the stockholders approved the CrowdStrike Holdings, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) with the purpose of granting stock-based awards to employees, directors, officers and consultants, including stock options, restricted stock awards, restricted stock units and performance-based restricted stock units. A total of 8,750,000 shares of Class A common stock were initially available for issuance under the 2019 Plan. The Company’s compensation committee administers the 2019 Plan. The number of shares of the Company’s common stock available for issuance under the 2019 Plan is subject to an annual increase on the first day of each fiscal year beginning on February 1, 2020, equal to the lesser of: (i) two percent (2.0%) of outstanding shares of the Company’s capital stock as of the last day of the immediately preceding fiscal year or (ii) such other amount as the Company’s board of directors may determine.
The 2011 Plan was terminated on June 10, 2019, which was the business day prior to the effectiveness of the Company’s registration statement on Form S-1 used in connection with the Company’s IPO, and stock-based awards are no longer granted under the 2011 Plan. Any shares underlying stock options that expire or terminate or are forfeited or repurchased under the 2011 Plan will be automatically transferred to the 2019 Plan.
Stock Options
The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The expected term represents the period that the Company’s share-based awards are expected to be outstanding. The expected term assumptions were determined based on the vesting terms, exercise terms, and contractual lives of the options. The expected stock price volatility is based upon comparable public company data. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated option life.
The fair value of each option was estimated on the date of grant using the following assumptions during the period:
| Three Months Ended April 30, 2021 | ||||||||
| Expected term (in years) | 3.82 - 5.63 | |||||||
| Risk-free interest rate | 0.6% - 1.0% | |||||||
| Expected stock price volatility | 36.1% - 37.1% | |||||||
| Dividend yield | — | % |
There were no stock options granted during the three months ended April 30, 2022.
The following table is a summary of stock option activity for the three months ended April 30, 2022:
| Number of Shares | Weighted-Average Exercise Price Per Share | ||||||||||
| (in thousands) | |||||||||||
| Options outstanding at January 31, 2022 | 3,938 | $ | 8.48 | ||||||||
| Exercised | (407) | $ | 7.64 | ||||||||
| Canceled | (13) | $ | 12.01 | ||||||||
| Options outstanding at April 30, 2022 | 3,518 | $ | 8.57 | ||||||||
| Options vested and expected to vest at April 30, 2022 | 3,518 | $ | 8.57 | ||||||||
| Options exercisable at April 30, 2022 | 2,668 | $ | 7.34 |
Options outstanding include 351,989 options that were unvested as of April 30, 2022.
The aggregate intrinsic value of options vested and exercisable was $510.7 million and $480.5 million as of April 30, 2022 and January 31, 2022, respectively. The weighted-average remaining contractual term of options vested and exercisable was 5.6 years and 5.7 years as of April 30, 2022 and January 31, 2022, respectively.
The weighted-average grant date fair values of all options granted was $180.08 per share during the three months ended April 30, 2021. The total intrinsic value of all options exercised was $81.2 million and $154.4 million during the three months ended April 30, 2022 and April 30, 2021, respectively.
The aggregate intrinsic value of stock options outstanding as of April 30, 2022 and January 31, 2022 was $669.3 million and $678.0 million, respectively, which represents the excess of the fair value of the Company’s common stock over the exercise price of the options multiplied by the number of options outstanding. The weighted-average remaining contractual term of stock options outstanding was 5.9 years and 6.1 years as of April 30, 2022 and January 31, 2022, respectively.
Total unrecognized stock-based compensation expense related to unvested options was $12.6 million as of April 30, 2022. This expense is expected to be amortized on a straight-line basis over a weighted-average vesting period of 1.4 years.
Early Exercise of Employee Options
The 2011 Stock Plan allows for the early exercise of stock options for certain individuals as determined by the Board of Directors. The consideration received for an early exercise of an option is a deposit of the exercise price and the related dollar amount is recorded as a liability for early exercise of unvested stock options in the condensed consolidated balance sheets. This liability is reclassified to additional paid-in capital as the awards vest. If a stock option is early exercised, the unvested shares may
be repurchased by the Company in case of employment termination or for any reason, including death and disability, at the price paid by the purchaser for such shares. There were no issued shares of common stock related to early exercised stock options during the three months ended April 30, 2022 or April 30, 2021. As of April 30, 2022, the number of shares of common stock related to early exercised stock options subject to repurchase was 131,996 shares for $1.5 million. As of January 31, 2022, the number of shares of common stock related to early exercised stock options subject to repurchase was 197,994 shares for $2.2 million. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The Company includes unvested shares subject to repurchase in the number of shares outstanding in the condensed consolidated balance sheet and statements of stockholders’ equity.
Restricted Stock Units
Restricted Stock Units (“RSUs”) granted under the 2019 Plan are generally subject to only service-based vesting condition. The service-based vesting condition is generally satisfied based on one of four vesting schedules: (i) vesting of one-fourth of the RSUs on the first “Company vest date” (defined as March 20, June 20, September 20, or December 20) on or following the one-year anniversary of the vesting commencement date with the remainder of the RSUs vesting in twelve equal quarterly installments thereafter, subject to continued service, (ii) vesting in sixteen equal quarterly installments, subject to continued service, (iii) vesting in eight equal quarterly installments, subject to continued service, or (iv) vesting sixteen quarterly installments with 10% in the first year, 15% in the second year, 25% in the third year and 50% in the fourth year, subject to continued service. The valuation of such RSUs is based solely on the fair value of the Company’s stock price on the date of grant.
Expense for RSUs are generally amortized on a straight-line basis. Total unrecognized stock-based compensation expense related to unvested RSUs was $974.1 million as of April 30, 2022. This expense is expected to be amortized (subject to acceleration or straight-line basis) over a weighted-average vesting period of 2.5 years.
Performance-based Stock Units
Performance-based stock units (“PSUs”) granted under the 2019 Plan are generally subject to both a service-based vesting condition and a performance-based vesting condition. PSUs will vest upon the achievement of specified performance targets and subject to continued service through the applicable vesting dates. The compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied.
Expense for PSUs is being amortized under the accelerated attribution method and may be adjusted over the vesting period based on interim estimates of performance against pre-set objectives.
Total unrecognized stock-based compensation expense related to unvested PSUs was $116.3 million as of April 30, 2022. This expense is expected to be amortized over a weighted-average vesting period of 1.5 years.
Special PSU Awards
In fiscal 2022 the Company’s Board of Directors granted 655,000 performance stock units (the “Special PSU Awards”) to certain executives under the 2019 Plan. The Special PSU Awards will vest upon the satisfaction of the Company’s achievement of specified stock price hurdles, which is based on the average of the closing stock price per share of the Company’s Class A common stock during any 45 consecutive trading day period during the applicable performance period, and a service-based vesting condition. The service condition applicable to each tranche of the Special PSU Awards will be satisfied in installments as follows, subject to continued employment with the Company through each applicable vesting date: (i) 50% of the Special PSU Awards underlying the applicable tranche will service vest on the first anniversary of the vesting commencement date applicable to such tranche of the Special PSU Awards (i.e., February 1, 2022, February 1, 2023, February 1, 2024 and February 1, 2025) and (ii) the remaining PSUs with respect to such tranche will thereafter service vest in four equal quarterly installments of 12.5%.
The Company measured the fair value of the Special PSU Awards on the grant date using a Monte Carlo simulation valuation model. The risk-free interest rates used were 0.85% -1.51%, which was based on the zero-coupon-risk-free interest rate derived from the Treasury Constant Maturities yield curve for the expected term of the award on the grant date. The expected volatility was a blended volatility rate of 54.89% - 55.36%, which includes 50% weight on the Company’s historical volatility calculated from daily stock returns over a 2.21- 2.58 year look-back from the grant date and 50% weight based on the Company’s implied volatility as of the grant date.
Stock-based compensation expense relating to the Special PSU Awards is recognized using the accelerated attribution method over the longer of the derived service period and the explicit service period.
Total unrecognized stock-based compensation expense related to the unvested portion of the Special PSU Awards was $105.7 million as of April 30, 2022. This expense is expected to be amortized over a weighted-average vesting period of 2.6 years.
The following table is a summary of RSUs, PSUs and the Special PSU Awards activities for the three months ended April 30, 2022:
| Number of Shares | Weighted- Average Grant Date Fair Value Per Share | ||||||||||
| (in thousands) | |||||||||||
| RSUs and PSUs outstanding at January 31, 2022 | 7,886 | $ | 125.04 | ||||||||
| Granted | 1,982 | $ | 211.70 | ||||||||
| Released | (886) | $ | 100.66 | ||||||||
| Performance adjustment (1) | 99 | $ | 194.15 | ||||||||
| Forfeited | (200) | $ | 157.15 | ||||||||
| RSUs and PSUs outstanding at April 30, 2022 | 8,881 | $ | 146.86 | ||||||||
| RSUs and PSUs expected to vest at April 30, 2022 | 8,881 | $ | 146.86 |
__________________________________
(1)The performance adjustment represents adjustments in shares outstanding due to the actual achievement of performance-based awards, the achievement of which was based upon predefined financial performance targets.
Employee Stock Purchase Plan
In May 2019, the board of directors adopted, and the stockholders approved the CrowdStrike Holdings, Inc. 2019 Employee Stock Purchase Plan (“ESPP”), which became effective on June 10, 2019, which was the business day prior to the effectiveness of the Company’s registration statement on Form S-1 used in connection with the Company’s IPO. A total of 3,500,000 shares of Class A common stock were initially reserved for issuance under the ESPP. The Company’s compensation committee administers the ESPP. The number of shares of common stock available for issuance under the ESPP is subject to an annual increase on the first day of each fiscal year beginning on February 1, 2020, equal to the lesser of: (i) one percent (1%) of outstanding shares of the Company’s capital stock as of the last day of the immediately preceding fiscal year or (ii) such other amount as its board of directors may determine. In May 2021, the Company’s compensation committee adopted an amendment and restatement of the ESPP, which was approved by the Company’s stockholders in June 2021. The amended and restated ESPP clarified the original intent that the annual increase will in no event exceed 5,000,000 shares of the Company’s Class A common stock in any year.
The ESPP provides for consecutive offering periods that will typically have a duration of approximately 24 months in length and is comprised of four purchase periods of approximately six months in length. The offering periods are scheduled to start on the first trading day on or after June 11 and December 11 of each year. The first offering period commenced on June 11, 2019 and ended on June 10, 2021.
The ESPP provides eligible employees with an opportunity to purchase shares of the Company’s Class A common stock through payroll deductions of up to 15% of their eligible compensation. A participant may purchase a maximum of 2,500 shares of common stock during a purchase period. Amounts deducted and accumulated by the participant are used to purchase shares of common stock at the end of each six-month purchase period. The purchase price of the shares shall be 85% of the lower of the fair market value of the Class A common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the related offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The ESPP allows for up to one increase in contribution during each purchase period. If an employee elects to increase his or her contribution, the Company treats this as an accounting modification. The pre- and post-modification fair values are calculated on the date of the modification, and the incremental expense is then amortized over the remaining purchase period. The incremental expense as a result of such modification was $0.5 million and $2.5 million for the three months ended April 30, 2022 and April 30, 2021, respectively.
The ESPP offers a two-year look-back feature as well as a rollover feature that provides for an offering period to be rolled over to a new lower-priced offering if the offering price of the new offering period is less than that of the current offering period. An ESPP rollover occurred when the Company’s closing stock price on December 10, 2021 was below the closing stock
price on June 11, 2021, which triggered a new 24-month offering period through December 10, 2023 and as a result, the Company incurred an incremental expense of $1.5 million during the three months ended April 30, 2022. This rollover was accounted for as a modification to the original offering. The incremental expense as a result of such modification is amortized over the remainder of the original offering.
Employee payroll contributions ultimately used to purchase shares are reclassified to stockholders’ equity on the purchase date. ESPP employee payroll contributions accrued at April 30, 2022 and January 31, 2022 totaled $31.8 million and $14.8 million respectively, and are included within accrued payroll and benefits in the condensed consolidated balance sheets.
The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of the Company’s common shares to be issued under the ESPP for the offering periods beginning in June 2019:
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Expected term (in years) | 0.5 - 2.0 | 0.5 - 2.0 | |||||||||
| Risk-free interest rate | 0.1% - 0.7% | 0.1% - 2.0% | |||||||||
| Expected stock price volatility | 39.6% - 55.9% | 30.1% - 54.3% | |||||||||
| Dividend yield | — | % | — | % |
Stock-Based Compensation Expense
Stock-based compensation expense included in the condensed consolidated statements of operations is as follows (in thousands):
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Subscription cost of revenue | $ | 6,578 | $ | 4,285 | |||||||
| Professional services cost of revenue | 3,001 | 2,028 | |||||||||
| Sales and marketing | 26,710 | 17,414 | |||||||||
| Research and development | 34,036 | 17,801 | |||||||||
| General and administrative | 32,169 | 12,834 | |||||||||
| Total stock-based compensation expense | $ | 102,494 | $ | 54,362 |
7. Revenue, Deferred Revenue and Remaining Performance Obligations
The following table summarizes the revenue from contracts by type of customer (in thousands, except percentages):
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Amount | % Revenue | Amount | % Revenue | ||||||||||||||||||||
| Channel Partners | $ | 391,838 | 80 | % | $ | 227,055 | 75 | % | |||||||||||||||
| Direct Customers | 95,996 | 20 | % | 75,788 | 25 | % | |||||||||||||||||
| Total revenue | $ | 487,834 | 100 | % | $ | 302,843 | 100 | % |
The Company uses channel partners to complement direct sales and marketing efforts. The partners place an order with the Company after negotiating the order directly with an end customer. The partners negotiate pricing with the end customer and in some rare instances are responsible for certain support levels directly with the end customer. The Company’s contract is with the partner and payment to the Company is not contingent on the receipt of payment from the end customer. The Company recognizes the contractual amount charged to the partners as revenue ratably over the term of the arrangement once access to the Company’s solution has been provided to the end customer.
The Company also uses referral partners who refer customers in exchange for a referral fee. The Company negotiates pricing and contracts directly with the end customer. The Company recognizes revenue from the sales to the end customers ratably over the term of the contract once access to the Company’s solution has been provided to the end customer.
The following table summarizes the revenue by region based on the shipping address of customers who have contracted to use the Company’s platform or service (in thousands, except percentages):
| Three Months Ended April 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Amount | % Revenue | Amount | % Revenue | ||||||||||||||||||||
| United States | $ | 345,593 | 71 | % | $ | 219,802 | 73 | % | |||||||||||||||
| Europe, Middle East, and Africa | 70,625 | 14 | % | 41,649 | 14 | % | |||||||||||||||||
| Asia Pacific | 48,079 | 10 | % | 29,000 | 10 | % | |||||||||||||||||
| Other | 23,537 | 5 | % | 12,392 | 3 | % | |||||||||||||||||
| Total revenue | $ | 487,834 | 100 | % | $ | 302,843 | 100 | % |
No single country other than the United States represented 10% or more of the Company’s total revenue during the three months ended April 30, 2022 and April 30, 2021.
Contract Balances
Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The Company recognized revenue of $397.7 million and $244.3 million for the three months ended April 30, 2022 and April 30, 2021, respectively, that were included in the corresponding contract liability balance at the beginning of the period.
The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 - 60 days. Contract assets include amounts related to the contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced.
Changes in deferred revenue were as follows (in thousands):
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Carrying Amount | |||||||||||
| Beginning Balance | $ | 1,529,321 | $ | 911,895 | |||||||
| Additions to deferred revenue | 651,110 | 412,939 | |||||||||
| Recognition of deferred revenue | (487,834) | (302,843) | |||||||||
| Ending Balance | $ | 1,692,597 | $ | 1,021,991 |
Remaining Performance Obligations
The Company’s subscription contracts with its customers have a typical term of one to three years and most subscription contracts are non-cancelable. Customers typically have the right to terminate their contracts for cause as a result of the Company’s failure to perform. As of April 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $2.4 billion. The Company expects to recognize approximately 64% of the remaining performance obligations in the 12 months following April 30, 2022 and 35% between 13 to 36 months, with the remainder to be recognized thereafter.
Costs to Obtain and Fulfill a Contract
The Company capitalizes referral fees paid to partners and sales commission and associated payroll taxes paid to internal sales personnel, contractors or sales agents that are incremental to the acquisition of channel partner and direct customer contracts and would not have occurred absent the customer contract. These costs are recorded as deferred contract acquisition costs, current and deferred contract acquisition costs, noncurrent on the condensed consolidated balance sheets.
Sales commissions for renewal of a contract are not considered commensurate with the commissions paid for the acquisition of the initial contract or follow-on upsell given the substantive difference in commission rates in proportion to their respective contract values. Commissions, including referral fees paid to referral partners, earned upon the initial acquisition of a contract or subsequent upsell are amortized over an estimated period of benefit of 4 years while commissions earned for renewal
contracts are amortized over the contractual term of the renewals. Sales commissions associated with professional service contracts are amortized ratably over an estimated period of benefit of eight months and included in sales and marketing expense in the condensed consolidated statements of operations. In determining the period of benefit for commissions paid for the acquisition of the initial contract, the Company took into consideration the expected subscription term and expected renewals of customer contracts, the historical duration of relationships with customers, customer retention data, and the life of the developed technology. The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any material impairment losses of deferred contract acquisition costs during the three months ended April 30, 2022 and April 30, 2021.
The following table summarizes the activity of deferred contract acquisition costs (in thousands):
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Beginning balance | $ | 319,180 | $ | 198,756 | |||||||
| Capitalization of contract acquisition costs | 51,354 | 36,400 | |||||||||
| Amortization of deferred contract acquisition costs | (37,592) | (24,376) | |||||||||
| Ending balance | $ | 332,942 | $ | 210,780 | |||||||
| Deferred contract acquisition costs, current | $ | 135,681 | $ | 85,388 | |||||||
| Deferred contract acquisition costs, noncurrent | 197,261 | 125,392 | |||||||||
| Total deferred contract acquisition costs | $ | 332,942 | $ | 210,780 |
8. Commitments and Contingencies
Purchase Obligations
The Company enters into long-term non-cancelable agreements with providers to purchase data center capacity, such as bandwidth and colocation space, for the Company’s cloud platform. As of April 30, 2022, the Company is committed to spend $60.9 million on such agreements through fiscal 2030. These obligations are included in purchase obligations below.
In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties to purchase products and services such as technology, equipment, office renovations, corporate events, and consulting services. A summary of non-cancelable purchase obligations in excess of one year as of April 30, 2022 with expected date of payment is as follows (in thousands):
| Total Commitments | |||||
| Fiscal 2023 (remaining nine months) | $ | 66,342 | |||
| Fiscal 2024 | 84,805 | ||||
| Fiscal 2025 | 29,597 | ||||
| Fiscal 2026 | 8,154 | ||||
| Fiscal 2027 | 3,695 | ||||
| Thereafter | 1,405 | ||||
| Total purchase commitments | $ | 193,998 |
In October 2021, the Company entered into a new private pricing addendum with Amazon Web Services (“AWS”), which provides the Company with cloud computing infrastructure. Under the new pricing addendum, the minimum commitment is $600.0 million of cloud services from AWS through September 2026. As of April 30, 2022, the Company had utilized $102.3 million of this commitment. The remaining commitment is excluded from the table above and the Company expects to meet its remaining commitment with AWS.
Letters of Credit
As of April 30, 2022 and January 31, 2022, the Company had an unused standby letter of credit for $0.4 million securing its facility in Sunnyvale, California. As of April 30, 2022 and January 31, 2022, the Company had an unused standby letter of credit for $0.8 million securing the facility housing its principal executive offices in Austin, Texas.
Litigation
In November 2016, Fair Isaac Corporation (“FICO”) filed a petition before the Trademark Trial and Appellate Board (“TTAB”) at the U.S. Patent and Trademark Office, seeking cancellation of the Company’s registration of its “CrowdStrike Falcon” trademark, and a notice of opposition of the Company’s trademark application for “Falcon OverWatch.” The Company denies that any of the relief FICO seeks is appropriate, and has itself moved to cancel, or in the alternative amend, FICO’s “Falcon” trademark registrations before the TTAB. The proceedings have been consolidated and are in the discovery phase. The Company is vigorously defending the case, but given the early stage, although a loss may reasonably be possible, the Company is unable to predict the likelihood of success of FICO’s claims or estimate a loss or range of loss. As a result, no material liability has been recorded as of April 30, 2022 or January 31, 2022.
In March 2022, Webroot, Inc. and Open Text, Inc. (collectively, “Webroot”) filed a lawsuit against the Company in federal court in the Western District of Texas alleging that certain of the Company’s products infringe six patents held by them. In the complaint, Webroot sought unspecified damages, attorneys’ fees and a permanent injunction. The Company intends to vigorously defend against them. As of April 30, 2022, the Company is unable to predict the likelihood of success of Webroot’s claims or estimate a loss or a range of loss.
In addition, the Company is involved in various other legal proceedings and subject to claims that arise in the ordinary course of business. For any claims for which the Company believes a liability is both probable and reasonably estimable, the Company records a liability in the period for which it makes this determination. There is no pending or threatened legal proceeding to which the Company is a party that, in the Company’s opinion, is likely to have a material adverse effect on its condensed consolidated financial statements; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on the Company’s business because of defense and settlement costs, diversion of management resources, and other factors. In addition, the costs of litigation and the timing of these costs from period to period are difficult to estimate, subject to change and could adversely affect the Company’s condensed consolidated financial statements.
Warranties and Indemnification
The Company’s cloud computing services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances.
The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property rights. In addition, for its Falcon Complete customers, the Company offers a limited warranty, subject to certain conditions, to cover certain costs incurred by the customer in case of a cybersecurity breach. The Company has entered into an insurance policy to reduce its potential liability arising from this limited warranty arrangement. To date, the Company has not incurred any material costs because of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements.
The Company has also agreed to indemnify its directors and certain executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. No liabilities have been accrued associated with this indemnification provision as of April 30, 2022 or January 31, 2022.
9. Acquisitions
Secure Circle, LLC
On November 29, 2021, the Company acquired 100% of the equity interest of Secure Circle, LLC (“SecureCircle”), a SaaS-based cybersecurity service that extends Zero Trust security to data on, from and to the endpoint. The acquisition has been accounted for as a business combination. The total consideration transferred was $60.8 million, which consisted solely of cash. The purchase price was allocated, on a preliminary basis, to identified intangible assets, which include developed technology and customer relationships of $18.3 million, net tangible assets acquired of $(0.6) million and goodwill of $43.1 million allocated to the Company’s one reporting unit, representing the excess of the purchase price over the fair value of net tangible and intangible assets acquired. The goodwill was primarily attributable to the assembled workforce of SecureCircle, planned growth in new markets and synergies expected to be achieved from the integration of SecureCircle. Goodwill was deductible for income tax purposes.
Subsequent to the closing of the acquisition, SecureCircle employees were granted RSUs and PSUs under the 2019 Plan. The awards which are subject to continued service will be recognized ratably as stock-based compensation expense over the requisite service period. The awards which are based on specified performance targets will be recognized under the accelerated attribution method.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands):
| Fair Value | Useful Life | ||||||||||
| (in months) | |||||||||||
| Developed technology | $ | 15,300 | 72 | ||||||||
| Customer relationships | 3,000 | 72 | |||||||||
| Total intangible assets acquired | $ | 18,300 |
The Company incurred an immaterial amount of acquisition costs during the three months ended April 30, 2022. The acquisition costs are recorded in general and administrative expenses on the Company’s condensed consolidated statement of operations.
The results of operations of SecureCircle have been included in the Company’s condensed consolidated financial statements from the date of acquisition. The acquisition of SecureCircle did not have a material impact on the Company’s condensed consolidated financial statements, and therefore historical and pro forma disclosures have not been presented.
Humio Limited
On March 5, 2021, the Company acquired 100% of the equity interest of Humio Limited (“Humio”), a privately-held company that is a leading provider of high-performance cloud log management and observability technology. The total consideration transferred was $370.3 million which consisted of $353.8 million in cash, net of $12.5 million cash acquired, and $4.0 million representing the fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated to identified intangible assets, which include developed technology, customer relationships, and trade names, of $75.6 million, net tangible assets acquired of $3.4 million, and goodwill of $291.3 million allocated to the Company’s one reporting unit, representing the excess of the purchase price over the fair value of net tangible and intangible assets acquired. The goodwill was primarily attributable to the assembled workforce of Humio, planned growth in new markets, and synergies expected to be achieved from the integration of Humio. Goodwill is not deductible for income tax purposes.
Per the terms of the share purchase agreement with Humio, certain unvested stock options held by Humio employees were canceled and exchanged for replacement stock options under the 2019 Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards to entities affiliated with certain Humio employees were exchanged for replacement RSAs of the Company, which are subject to future vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Humio’s employees represented a component of the total purchase consideration. The remaining fair value of these issued awards is subject to the recipients’ continued service and thus were excluded from the purchase price. In addition, Humio employees were granted RSUs and PSUs under the 2019 Plan. The awards which are subject to continued service are recognized ratably as stock-based compensation expense over the requisite service period. The awards which are based on specified performance targets were recognized under the accelerated attribution method.
The following table sets forth the fair value of the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (dollars in thousands):
| Fair Value | Useful Life | ||||||||||
| (in months) | |||||||||||
| Developed technology | $ | 68,800 | 96 | ||||||||
| Customer relationships | 5,400 | 96 | |||||||||
| Trade names | 1,400 | 24 | |||||||||
| Total intangible assets acquired | $ | 75,600 |
The Company incurred an immaterial amount of acquisition costs during the three months ended April 30, 2022. The acquisition costs are recorded in general and administrative expenses in the Company’s condensed consolidated statement of operations.
The results of operations of Humio have been included in the Company’s condensed consolidated financial statements from the date of acquisition. The acquisition of Humio did not have a material impact on the Company’s condensed consolidated financial statements, and therefore historical and pro forma disclosures have not been presented.
10. Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to CrowdStrike’s common stockholders is computed in conformity with the two-class method required for participating securities. Basic net loss per share attributable to CrowdStrike common stockholders is computed by dividing the net loss attributable to CrowdStrike by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share because the effects of potentially dilutive items were antidilutive given the Company’s net loss position in the periods presented.
The rights of the holders of Class A and Class B common stock are identical, except with the respect to voting and conversion rights. As such, the undistributed earnings are allocated equally to each share of common stock without class distinction and the resulting basic and diluted net loss per share attributable to CrowdStrike common stockholders are the same for shares of Class A and Class B common stock.
The following table sets forth the computation of basic and diluted net loss per share attributable to CrowdStrike common stockholders (in thousands, except per share data):
| Three Months Ended April 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Numerator: | |||||||||||
| Net loss attributable to Class A and Class B CrowdStrike common stockholders | $ | (31,523) | $ | (85,049) | |||||||
| Denominator: | |||||||||||
| Weighted-average shares used in computing net loss per share attributable to Class A and Class B of CrowdStrike common stockholders, basic and diluted | 231,179 | 224,153 | |||||||||
| Net loss per share attributable to Class A and Class B CrowdStrike common stockholders, basic and diluted | $ | (0.14) | $ | (0.38) |
The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows (in thousands):
| April 30, 2022 | April 30, 2021 | ||||||||||
| Shares of common stock subject to repurchase from outstanding stock options | 132 | 458 | |||||||||
| RSUs and PSUs subject to future vesting | 8,881 | 8,274 | |||||||||
| Shares of common stock issuable from stock options | 3,518 | 5,912 | |||||||||
| Share purchase rights under the employee stock purchase plan | 610 | 851 | |||||||||
| Potential common shares excluded from diluted net loss per share | 13,141 | 15,495 |
The above table excludes founder holdbacks related to business combinations. A variable number of shares will be issued upon vesting to settle a fixed monetary amount of $14.8 million, which shares are contingent upon continued employment with the Company. The share price will be determined based on the Company’s average stock price or the volume weighted average stock price 5 days prior to each vesting date. As of April 30, 2022, 33,581 shares were issued to settle founder holdbacks at a weighted average price of $219.36 per share.
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