Dear Stockholder:
ZSCALER, INC.
I am pleased to invite you to attend the 2020 Annual Meeting of Stockholders (the “Annual
Meeting”) of Zscaler, Inc. (“Zscaler” or the “Company”), to be held on Wednesday, January 6, 2021 at 1:00
p.m. Pacific Time. The Annual Meeting will be conducted virtually via live webcast. You will be able to vote
and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ZS2020
(please have your notice or proxy card in hand when you visit the website).
The attached Notice of Annual Meeting of Stockholders and Proxy Statement contain details of the
business to be conducted at the Annual Meeting.
Whether or not you attend the virtual Annual Meeting, it is important that your shares be represented
and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by
phone or by mail.
On behalf of the Board of Directors, I would like to express our appreciation for your support of and
interest in Zscaler.
Sincerely,
Jay Chaudhry
President, Chief Executive Officer and
Chairman of the Board
ZSCALER, INC.
120 Holger Way
San Jose, California 95134
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Time and Date
January 6, 2021 at 1:00 p.m. Pacific Time
Place
The Annual Meeting will be a completely virtual meeting of stockholders, to be
conducted via live audio webcast. You will be able to attend the virtual Annual
Meeting and submit your questions during the meeting by visiting
www.virtualshareholdermeeting.com/ZS2020.
Items of Business
• To elect two Class III directors from the nominees described in this Proxy
Statement to hold office until the 2023 annual meeting of stockholders or until
their successors are elected and qualified, subject to their earlier death,
resignation or removal.
• To ratify the selection of PricewaterhouseCoopers LLP as our independent
registered public accounting firm for our fiscal year ending July 31, 2021.
• To approve, on a non-binding advisory basis, the compensation of our named
executive officers.
• To transact other business that may properly come before the Annual Meeting.
Record Date
November 11, 2020 (the “Record Date”). Only stockholders of record at the close of
business on the Record Date are entitled to receive notice of, and to vote at, the
Annual Meeting.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting,
we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure
your shares are represented. For additional instructions for each of these voting options, please
refer to the proxy card. Returning the proxy does not deprive you of your right to attend the
virtual Annual Meeting and to vote your shares at the virtual Annual Meeting. The Proxy
Statement explains proxy voting and the matters to be voted on in more detail.
Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting to
be Held on January 6, 2021. Our proxy materials, including the Proxy Statement and Annual Report to
Stockholders, are being made available on or about November 25, 2020 at the following website: http://
www.proxyvote.com, as well as on our website at http://ir.zscaler.com in the Financials section of our
Investor Relations webpage. We are providing access to our proxy materials over the Internet under the
rules adopted by the U.S. Securities and Exchange Commission.
By Order of the Board of Directors,
Robert Schlossman
Chief Legal Officer and Secretary
San Jose, CA
November 25, 2020
Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet
Availability of Proxy Materials, which is being mailed to you on or about November 25, 2020.
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Nominees for Director
Continuing Directors
Director Independence
Board Leadership Structure
Executive Sessions of Non-Employee Directors
Board Meetings and Committees
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
Compensation Committee Interlocks and Insider Participation
Considerations in Evaluating Director Nominees
Stockholder Recommendations for Nominations to the Board of Directors
Communications with the Board of Directors
Corporate Governance Guidelines and Code of Conduct
Role of the Board of Directors in Risk Oversight
Director Compensation
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Nominees
Vote Required
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Fees Paid to the Independent Registered Public Accounting Firm
Auditor Independence
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm
Vote Required
AUDIT COMMITTEE REPORT
PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS
EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Equity Compensation Plan Information
CEO PAY RATIO DISCLOSURE
COMPENSATION COMMITTEE REPORT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
RELATED PERSON TRANSACTIONS
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OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Fiscal Year 2020 Annual Report and SEC Filings
Company Website
PROPOSALS OF STOCKHOLDERS FOR THE FISCAL 2021 ANNUAL MEETING
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ZSCALER, INC.
PROXY STATEMENT
FOR 2020 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:00 p.m. Pacific Time on January 6, 2021
This Proxy Statement and form of proxy are furnished in connection with the solicitation of proxies
by our board of directors for use at our 2020 Annual Meeting of Stockholders (the “Annual Meeting”), and
any postponements, adjournments or continuations thereof. The Annual Meeting will be held on January 6,
2021 at 1:00 p.m. Pacific Time, via live audio webcast at www.virtualshareholdermeeting.com/ZS2020. The
Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this
Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2020 is first being
mailed on or about November 25, 2020 to all stockholders entitled to vote at the Annual Meeting. If you
receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you
specifically request these materials.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
The information provided in the “question and answer” format below addresses certain frequently
asked questions but is not intended to be a summary of all matters contained in this Proxy Statement. Please
read the entire Proxy Statement carefully before voting your shares.
Why am I receiving these materials?
Our board of directors is providing these proxy materials to you in connection with our board of
directors’ solicitation of proxies for use at Zscaler’s virtual Annual Meeting, which will take place on January
6, 2021. Stockholders are invited to attend the virtual Annual Meeting and are requested to vote on the
proposals described in this Proxy Statement.
All stockholders will have the ability to access the proxy materials via the Internet, including this
Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2020 (the “Annual
Report”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2020.
This Proxy Statement and the Annual Report are available at http://www.proxyvote.com, as well as on our
website at http://ir.zscaler.com in the Financials section of our Investor Relations webpage. The Notice of
Annual Meeting of Stockholders includes information on how to access the proxy materials, how to submit
your vote over the Internet, by phone or how to request a paper copy of the proxy materials.
What proposals will be voted on at the Annual Meeting?
There are three proposals scheduled to be voted on at the Annual Meeting:
•
•
•
the election of two Class III directors to hold office until the 2023 annual meeting of stockholders
or until their successors are elected and qualified;
the ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent
registered public accounting firm for our fiscal year ending July 31, 2021; and
a proposal to approve, on a non-binding advisory basis, the compensation of our named executive
officers.
At the time this Proxy Statement was mailed, our management and board of directors were not aware
of any other matters to be presented at the Annual Meeting.
How does our board of directors recommend that I vote?
Our board of directors recommends that you vote:
• FOR the election of each of the two director nominees nominated by our board of directors and
named in this Proxy Statement as Class III directors to serve for a three-year term;
• FOR the ratification of the appointment of PwC as our independent registered public accounting
firm for our fiscal year ending July 31, 2021; and
• FOR the approval, on an advisory non-binding basis, of the compensation of our named executive
officers, as disclosed in this Proxy Statement.
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Who is entitled to vote at the Annual Meeting?
Holders of our common stock at the close of business on November 11, 2020, the record date for the
Annual Meeting (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Each
stockholder is entitled to one vote for each share of our common stock held as of the Record Date. As of the
Record Date, there were 134,171,753 shares of common stock outstanding and entitled to vote. Stockholders
are not permitted to cumulate votes with respect to the election of directors. The shares you are entitled to
vote include shares that are (1) held of record directly in your name and (2) held for you as the beneficial
owner through a stockbroker, bank or other nominee.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Stockholder of Record: Shares Registered in Your Name. If, at the close of business on the Record
Date, your shares were registered directly in your name with American Stock Transfer & Trust Company,
LLC, our transfer agent, then you are considered the stockholder of record with respect to those shares. As
the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on
the proxy card or to vote on your own behalf at the Annual Meeting.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If, at the
close of business on the Record Date, your shares were held, not in your name, but rather in a stock brokerage
account or by a bank or other nominee on your behalf, then you are considered the beneficial owner of shares
held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other
nominee how to vote your shares by following the voting instructions your broker, bank or other nominee
provides. If you do not provide your broker, bank or other nominee with instructions on how to vote your
shares, your broker, bank or other nominee may, in its discretion, vote your shares with respect to routine
matters but may not vote your shares with respect to any non-routine matters. For additional information, see
“What if I do not specify how my shares are to be voted?” below.
Do I have to do anything in advance if I plan to attend the Annual Meeting?
The Annual Meeting will be a completely virtual audio meeting of stockholders, which will be
conducted via live audio webcast. You are entitled to participate in the annual meeting only if you were a
holder of our common stock as of the close of business on November 11, 2020 or if you hold a valid proxy for
the Annual Meeting.
You will be able to attend the virtual Annual Meeting and submit your questions during the Annual
Meeting by visiting www.virtualshareholdermeeting.com/ZS2020. You also will be able to vote your shares
electronically at the Annual Meeting.
To participate in the virtual Annual Meeting, you will need the control number included on your
Notice or proxy card. The live audio webcast will begin promptly at 1:00 p.m. Pacific Time on January 6,
2021. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:45
p.m. Pacific Time, and you should allow ample time for the check-in procedures.
How can I get help if I have trouble checking in or listening to the meeting online?
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time,
please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page.
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How do I vote and what are the voting deadlines?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you can
vote in one of the following ways:
• You may vote via the Internet. To vote via the Internet, go to http://www.proxyvote.com to
complete an electronic proxy card. You will be asked to provide the control number from the
proxy card you receive. Your vote must be received by 11:59 p.m. Eastern Time on January 5,
2021 to be counted. If you vote via the Internet, you do not need to return a proxy card by mail.
• You may vote by telephone. To vote by telephone, dial toll-free 1-800-690-6903 in the United
States and Canada or 1-800-454-8683 from countries outside the United States and Canada and
follow the recorded instructions. You will be asked to provide the control number from the proxy
card. Your vote must be received by 11:59 p.m. Eastern Time on January 5, 2021 to be counted.
If you vote by telephone, you do not need to return a proxy card by mail.
• You may vote by mail. To vote by mail using the proxy card (if you requested paper copies of
the proxy materials to be mailed to you), you need to complete, date and sign the proxy card and
return it promptly by mail in the envelope to be provided so that it is received no later than
January 5, 2021. The persons named in the proxy card will vote the shares you own in
accordance with your instructions on the proxy card you mail. If you return the proxy card, but
do not give any instructions on a particular matter to be voted on at the Annual Meeting, the
persons named in the proxy card will vote the shares in accordance with the recommendations of
our board of directors.
• You may vote at the Annual Meeting. To vote at the meeting, following the instructions at
www.virtualshareholdermeeting.com/ZS2020 (have your Notice or proxy card in hand when you
visit the website).
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are
the beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting
instructions from your broker, bank or other nominee. You must follow the voting instructions provided by
your broker, bank or other nominee in order to instruct your broker, bank or other nominee how to vote your
shares. The availability of Internet and telephone voting options will depend on the voting process of your
broker, bank or other nominee.
Can I change my vote or revoke my proxy?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may
revoke your proxy or change your proxy instructions at any time before your proxy is voted at the Annual
Meeting by:
•
•
•
entering a new vote by Internet or telephone;
signing and returning a new proxy card with a later date;
delivering a written revocation to our Secretary at Zscaler, Inc., 120 Holger Way, San Jose,
California 95134, by 11:59 p.m. Eastern Time on January 5, 2021; or
•
following the instructions at www.virtualshareholdermeeting.com/ZS2020.
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Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are
the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares
and follow their instructions to change your vote or revoke your proxy.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy have
been designated as proxy holders by our board of directors. When a proxy is properly dated, executed and
returned, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the
instructions of the stockholder. If no specific instructions are given; however, the shares will be voted in
accordance with the recommendations of our board of directors. If any matters not described in this Proxy
Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to
determine how to vote your shares. If the Annual Meeting is postponed or adjourned, the proxy holders can
vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.
What if I do not specify how my shares are to be voted?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you
submit a proxy but you do not provide voting instructions, your shares will be voted:
• FOR the election of each of the two directors nominated by our board of directors and named in
this Proxy Statement as Class III directors to serve for a three-year term (Proposal No. 1);
• FOR the ratification of the appointment of PwC as our independent registered public accounting
firm for our fiscal year ending July 31, 2021 (Proposal No. 2);
• FOR the approval,, on an advisory non-binding basis, of the compensation of our named
executive officers, as disclosed in this Proxy Statement (Proposal No. 3); and
•
in the discretion of the named proxy holders regarding any other matters properly presented for a
vote at the Annual Meeting.
Beneficial Owners: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are a
beneficial owner and you do not provide your broker, bank or other nominee that holds your shares with
voting instructions, then your broker, bank or other nominee will determine if it has discretion to vote on each
matter. Brokers do not have discretion to vote on non-routine matters. In the absence of timely directions,
your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the
appointment of PwC as our independent registered public accounting firm for our fiscal year ending July 31,
2021. For additional information regarding broker non-votes, see “What are the effects of abstentions and
broker non-votes?” below.
What are the effects of abstentions and broker non-votes?
An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a
stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or
other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these
shares will be considered present and entitled to vote at the Annual Meeting. As a result, abstentions will be
counted for purposes of determining the presence or absence of a quorum and will also count as votes against
a proposal in cases where approval of the proposal requires the affirmative vote of a majority of the voting
power of the issued and outstanding shares of common stock present in person or represented by proxy and
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entitled to vote at the Annual Meeting (e.g., Proposal No. 2). Abstentions will have no impact on the outcome
of Proposals No. 1 as long as a quorum exists.
A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner
does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary
voting power with respect to such proposal and has not received voting instructions from the beneficial owner
of the shares. Broker non-votes will be counted for purposes of calculating whether a quorum is present at the
Annual Meeting but will not be counted for purposes of determining the number of votes cast. Therefore, a
broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the
vote on any proposal.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting for the
meeting to be properly held under our bylaws and Delaware law. The presence (including by proxy) of a
majority of the voting power of our common stock issued and outstanding and entitled to vote at the Annual
Meeting will constitute a quorum at the Annual Meeting. As noted above, as of the Record Date, there were a
total of 134,171,753 shares of common stock outstanding, which means that 67,085,877 shares of common
stock must be represented at the Annual Meeting to have a quorum. If there is no quorum, the chairperson of
the meeting or a majority of the voting power of our common stock present at the Annual Meeting may
adjourn the meeting to a later date.
How many votes are needed for approval of each proposal?
• Proposal No. 1: The election of Class III directors requires a plurality of the voting power of the
shares present in person or represented by proxy at the meeting and entitled to vote on the
election of directors to be approved. Plurality means that the two nominees who receive the most
FOR votes will be elected. You may (i) vote FOR all nominees, (ii) WITHHOLD your vote as to
all nominees, or (iii) vote FOR all nominees except for those specific nominees from whom you
WITHHOLD your vote. Any shares not voted FOR a particular nominee (whether as a result of
voting withheld or a broker non-vote) will not be counted in such nominee’s favor and will have
no effect on the outcome of the election. A vote withheld with respect to the election of any or all
nominees will be counted for purposes of determining whether there is a quorum.
• Proposal No. 2: The ratification of the appointment of PwC requires the affirmative vote of a
majority of the voting power of the shares present in person or represented by proxy at the
meeting and entitled to vote thereon to be approved. You may vote FOR, AGAINST or
ABSTAIN. If you ABSTAIN from voting on Proposal No. 2, the abstention will have the same
effect as a vote AGAINST the proposal.
• Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive
officers requires the affirmative vote of a majority of the voting power of the shares present in
person or represented by proxy at the meeting and entitled to vote thereon to be approved. You
may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposal No. 3, the
abstention will have the same effect as a vote AGAINST the proposal. Because this proposal is an
advisory vote, the result will not be binding on our board of directors or our company. However,
our board of directors values our stockholders’ opinions, and our board of directors and our
compensation committee will consider the outcome of the vote when determining the
compensation of our named executive officers.
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How are proxies solicited for the Annual Meeting and who is paying for such solicitation?
Our board of directors is soliciting proxies for use at the Annual Meeting by means of the proxy
materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing,
mailing and distribution of the proxy materials. Copies of solicitation materials will also be made available
upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of
record by such brokers, banks or other nominees. The original solicitation of proxies may be supplemented
by solicitation by telephone, electronic communication, or other means by our directors, officers, employees
or agents. No additional compensation will be paid to these individuals for any such services, although we
may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such
solicitation. We do not plan to retain a proxy solicitor to assist in the solicitation of proxies.
If you choose to access the proxy materials and/or vote over the Internet, you are responsible for
Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone
charges you may incur.
What does it mean if I received more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in
different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are
voted.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in
a manner that protects your voting privacy. Your vote will not be disclosed either within Zscaler or to third
parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and
certification of the vote, or to facilitate a successful proxy solicitation.
I share an address with another stockholder, and we received only one paper copy of the proxy
materials. How may I obtain an additional copy of the proxy materials?
We have adopted an SEC-approved procedure called “householding.” Under this procedure, we will
deliver only one copy of our Notice of Internet Availability of Proxy Materials (and for those stockholders
that received a paper copy of proxy materials in the mail, one copy of our Annual Report to stockholders and
this Proxy Statement) to multiple stockholders who share the same address (if they appear to be members of
the same family), unless we have received contrary instructions from an affected stockholder. Stockholders
who participate in householding will continue to receive separate proxy cards if they received a paper copy of
proxy materials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral
request, we will promptly deliver a separate copy of the proxy materials and Annual Report to any
stockholder at a shared address to which we delivered a single copy of any of these documents.
To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a
single copy of next year’s proxy materials and Annual Report, you may contact us as follows:
Zscaler, Inc.
Attention: Secretary
120 Holger Way
San Jose, California 95134
(408) 533-0288
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Stockholders who hold shares in street name may contact their broker, bank or other nominee to
request information about householding.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results
will be published in a current report on Form 8-K that we expect to file within four business days after the
Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form 8-K to
publish preliminary results and, within four business days after the final results are known to us, file an
amendment to the Form 8-K to publish the final results.
What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders
or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our Proxy Statement and for consideration
at the next annual meeting of stockholders by submitting their proposals in writing to our Secretary in a
timely manner. For a stockholder proposal to be considered for inclusion in our Proxy Statement for our
fiscal 2021 annual meeting of stockholders, our Secretary must receive the written proposal at our principal
executive offices not later than July 28, 2021. In addition, stockholder proposals must comply with the
requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder
proposals should be addressed to:
Zscaler, Inc.
Attention: Secretary
120 Holger Way
San Jose, California 95134
(408) 533-0288
Our bylaws also establish an advance notice procedure for stockholders who wish to present a
proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our
Proxy Statement. Our bylaws provide that the only business that may be conducted at an annual meeting is
business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly
brought before the annual meeting by or at the direction of our board of directors, or (iii) properly brought
before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered
timely written notice to our Secretary, which notice must contain the information specified in our bylaws. To
be timely for our fiscal 2021 annual meeting of stockholders, our Secretary must receive the written notice at
our principal executive offices:
•
•
not earlier than September 11, 2021; and
not later than October 11, 2021.
In the event that we hold our fiscal 2021 annual meeting of stockholders more than 30 days before or
more than 60 days after the first anniversary of the date of the Annual Meeting, then notice of a stockholder
proposal that is not intended to be included in our Proxy Statement must be received no earlier than the close
of business on the 120th day before the fiscal 2020 annual meeting and no later than the close of business on
the later of the following two dates:
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•
•
the 90th day prior to such annual meeting; or
the 10th day following the day on which public announcement of the date of such annual meeting
is first made.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual
meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to
present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
You may propose director candidates for consideration by our nominating and corporate governance
committee. Any such recommendations should include the nominee’s name and qualifications for
membership on our board of directors and should be directed to our Secretary at the address set forth above.
For additional information regarding stockholder recommendations for director candidates, see “Board of
Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of
Directors.”
In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of
stockholders. To nominate a director, the stockholder must provide the information required by our bylaws.
In addition, the stockholder must give timely notice to our Secretary in accordance with our bylaws, which, in
general, require that the notice be received by our Secretary within the time period described above under
“Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Bylaws
A copy of our bylaws may be obtained by accessing our public filings on the SEC’s website at
www.sec.gov. You may also contact our Secretary at our principal executive office for a copy of the relevant
bylaw provisions regarding the requirements for making stockholder proposals and nominating director
candidates.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our board of directors, which is currently
comprised of seven members. Five of our seven directors are independent within the meaning of the
independent director requirements of the Nasdaq Stock Market LLC (“Nasdaq”). Our board of directors is
divided into three classes with staggered three-year terms. At each annual meeting of stockholders, a class of
directors will be elected for a three-year term to succeed the same class whose term is then expiring.
Upon the recommendation of our nominating and corporate governance committee, we are
nominating Jay Chaudhry, our President, Chief Executive Officer and Chairman of the Board, and Amit
Sinha, Ph.D., our President of Research and Development, Operations and Customer Service and Chief
Technology Officer, as Class III directors at the Annual Meeting. If elected, Mr. Chaudhry and Dr. Sinha will
each hold office for a three-year term until the 2023 annual meeting of stockholders or until their successors
are elected and qualified.
The following table sets forth the names, ages as of November 1, 2020 and certain other information
for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a
director at the Annual Meeting) and for each of the continuing directors:
Director
Since
Current
Term
Expires
Expiration of
Term For
Which
Nominated
2007
2020
2023
2017
2020
2023
2015
2016
2019
2017
2016
2022
2022
2022
2021
2021
—
—
—
—
—
Name
Director Nominees
Jay Chaudhry
Class
Age
Position
III
62
Amit Sinha, Ph.D.
III
44
President, Chief Executive
Officer and Chairman of the
Board
President of Research and
Development, Operations
and Customer Service, Chief
Technology Officer and
Director
Continuing Directors
Andrew Brown (1)(2)
Scott Darling (1)(3)
David Schneider (3)
Karen Blasing (1)(2)
Charles Giancarlo (2)(3)
II
II
II
I
I
57 Director
64 Director
52 Director
64 Director
62 Director
(1) Member of our audit committee
(2) Member of our compensation committee
(3) Member of our nominating and corporate governance committee
-10-
Nominees for Director
Jagtar (Jay) Chaudhry is our co-founder and has served as our President, Chief Executive
Officer and as Chairman of our board of directors since September 2007. Mr. Chaudhry holds an M.B.A.
and an M.S. in electrical engineering and industrial engineering from the University of Cincinnati and a
B. Tech in electronics engineering from the Indian Institute of Technology (Banaras Hindu University)
Varanasi. We believe Mr. Chaudhry is qualified to serve as a member of our board of directors because he
is a security industry pioneer and an accomplished entrepreneur, having founded and built several
companies, and based on the perspective, operational insight and expertise he has accumulated as our co-
founder and our Chief Executive Officer.
Amit Sinha, Ph.D. has served as our President of Research and Development, Operations and
Customer Service since July 2019, as our Chief Technology Officer since December 2010 and as a
member of our board of directors since May 2017. He previously served as our Executive Vice President
of Engineering and Cloud Operations from October 2013 to July 2019. Dr. Sinha holds a Ph.D. and an
M.S. in electrical engineering and computer science from the Massachusetts Institute of Technology, and
a B. Tech in electrical engineering from the Indian Institute of Technology, Delhi. We believe Dr. Sinha
is qualified to serve as a member of our board of directors because he has more than 15 years of
experience as an architect and technical manager in the networking and security industries and because of
the operational insight and expertise he has accumulated as our Chief Technology Officer.
Continuing Directors
Karen Blasing has served as a member of our board of directors since January 2017. Ms. Blasing
served as the chief financial officer of Guidewire Software, Inc. from 2009 to March 2015. Prior to 2009,
Ms. Blasing served as the chief financial officer for Force10 Networks, Inc. and as the senior vice
president of finance for salesforce.com, and she also served as chief financial officer for Nuance
Communications, Inc. and Counterpane Internet Security, Inc. and held senior finance roles for Informix
Corporation (now IBM Informix) and Oracle Corporation. She currently serves as a director of Autodesk,
Inc., a multinational software corporation, where she serves as a member of the audit committee, and
previously served as a director of Ellie Mae, Inc. Ms. Blasing holds a B.A. in economics and business
administration from the University of Montana and an M.B.A. from the University of Washington. We
believe Ms. Blasing is qualified to serve as a member of our board of directors based on her extensive
financial leadership and management experience at numerous SaaS and enterprise software companies.
Andrew Brown has served as a member of our board of directors since October 2015. Mr. Brown
has served as chief executive officer of Sand Hill East LLC, a strategic management, investment and
marketing services firm, since February 2014. Since 2006, he has also been the chief executive officer
and co-owner of Biz Tectonics LLC, a privately held consulting company. From September 2010 to
October 2013, Mr. Brown served as group chief technology officer of UBS Securities LLC, an investment
bank. From 2008 to 2010, he served as head of strategy, architecture and optimization at Bank of America
Merrill Lynch, the corporate and investment banking division of Bank of America. From 2006 to 2008,
Mr. Brown served as chief technology officer of infrastructure at Credit Suisse Securities (USA) LLC, an
investment bank. He currently sits on the board of directors of Guidewire Software, Inc., a provider of
software products for property and casualty insurers, where he serves as a member of the compensation
committee, and Pure Storage, Inc., or Pure Storage, an enterprise level data storage company, where he
serves as a member of the compensation committee. Mr. Brown holds a B.S. (Honors) in chemical
physics from University College London. We believe Mr. Brown is qualified to serve as a member of our
-11-
board of directors based on his extensive experience as chief technology officer of multiple Fortune 500
companies, as well as his service on the board of directors of other publicly held companies.
Scott Darling has served as a member of our board of directors since November 2016. Mr.
Darling has served as president of Dell Technologies Capital, the corporate development and venture
capital arm of Dell Technologies Inc., since September 2016. Prior to joining Dell Technologies upon its
acquisition of EMC Corp., Mr. Darling was president of EMC Corporate Development and Ventures from
March 2012 to September 2016, and in such role he was responsible for EMC’s business development
and venture capital investment activity. Prior to joining EMC, Mr. Darling was a general partner at
Frazier Technology Ventures II, L.P., which he joined in 2007, and was vice president and managing
director at Intel Capital Corp., the venture capital arm of Intel Corporation, from 2000 to 2007. Mr.
Darling previously served on the board of directors of DocuSign Inc., a provider of electronic signature
technology and digital transaction management services. Mr. Darling holds a B.A. in economics from the
University of California at Santa Cruz and an M.B.A. from the Stanford University Graduate School of
Business. We believe Mr. Darling is qualified to serve as a member of our board of directors based on his
experience as a director of and as an investor in multiple technology companies.
Charles Giancarlo has served as a member of our board of directors since November 2016. Mr.
Giancarlo has served as chief executive officer of Pure Storage since August 2017. From January 2008
until October 2015, Mr. Giancarlo was a managing director and then strategic advisor of Silver Lake
Partners, a private investment firm that focuses on technology, technology-enabled and related growth
industries. From May 1993 to December 2007, Mr. Giancarlo served in numerous senior executive roles
at Cisco Systems, Inc., a provider of communications and networking products and services, ultimately as
the executive vice president and chief development officer from May 2004 to December 2007. Mr.
Giancarlo currently serves on the boards of directors of Arista Networks, Inc., a manufacturer of
networking products, where he serves as a member of the compensation committee and the nominating
and corporate governance committee, and Pure Storage. He previously served on the boards of directors
of Accenture plc, Avaya, Inc., Imperva, Inc., ServiceNow, Inc., Netflix, Inc. and Tintri, Inc.
Mr. Giancarlo holds a B.S. in electrical engineering from Brown University, an M.S. in electrical
engineering from the University of California, Berkeley and an M.B.A. from Harvard Business School.
We believe Mr. Giancarlo is qualified to serve as a member of our board of directors based on his
extensive business expertise, including his prior executive level leadership, and his experience on the
boards of publicly traded technology companies.
David Schneider has served as a member of our board of directors since January 2020. He has
served as president, emeritus of ServiceNow, Inc., a cloud computing company, since July 2020. Mr.
Schneider previously served as ServiceNow’s president, global customer operations from January 2019 to
July 2020, as chief revenue officer from June 2014 to January 2019 and as senior vice president of
worldwide sales and services from June 2011 to May 2014. From July 2009 to March 2011, Mr.
Schneider served as senior vice president of worldwide sales of the backup recovery systems division of
EMC Corporation, a computer storage company acquired by Dell Technologies Inc. From January 2004
to July 2009, Mr. Schneider held senior positions at Data Domain, Inc., a data archiving and
deduplication company acquired by EMC, most recently as Senior Vice President of Worldwide Sales.
Mr. Schneider holds a B.A. in political science from the University of California, Irvine. Mr. Schneider
was selected to serve on our board of directors because of his knowledge and experience in operations
and management at various technology companies.
-12-
Director Independence
Our common stock is listed on the Nasdaq Global Select Market. Under the rules of Nasdaq,
independent directors must comprise a majority of a listed company’s board of directors within a
specified period after the completion of our initial public offering. In addition, the rules of Nasdaq
require that, subject to specified exceptions, each member of a listed company’s audit, compensation and
nominating and governance committees be independent. Audit committee members and compensation
committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1,
respectively, under the Exchange Act. Under the rules of Nasdaq, a director will only qualify as an
“independent director” if, in the opinion of that company’s board of directors, that person does not have a
relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director.
To be considered independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a
member of an audit committee of a listed company may not, other than in his or her capacity as a member
of our audit committee, our board of directors, or any other board committee: (1) accept, directly or
indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its
subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.
To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the
board of directors must affirmatively determine that the member of the compensation committee is
independent, including a consideration of all factors specifically relevant to determining whether the
director has a relationship to the company which is material to that director’s ability to be independent
from management in connection with the duties of a compensation committee member, including, but not
limited to: (i) the source of compensation of such director, including any consulting, advisory or other
compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with
the company, a subsidiary of the company or an affiliate of a subsidiary of the company.
Our board of directors has undertaken a review of its composition, the composition of its
committees and the independence of our directors and considered whether any director has a material
relationship with us that could compromise his or her ability to exercise independent judgment in carrying
out his or her responsibilities. Based upon information requested from and provided by each director or
director nominee concerning his background, employment and affiliations, including family relationships,
our board of directors has determined that none of (i) Ms. Blasing and Messrs. Brown, Darling, Giancarlo
and Schneider, representing five of our seven directors has a relationship that would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director and (ii) that each of
these directors is “independent” as that term is defined under the rules of Nasdaq. Mr. Chaudhry and
Dr. Sinha are not independent under Nasdaq’s independence standards. Our board of directors also
determined that Ms. Blasing (chair) and Messrs. Brown and Darling, who comprise our audit committee,
and Messrs. Brown (chair) and Giancarlo and Ms. Blasing, who comprise our compensation committee,
satisfy the independence standards for committee members established by applicable SEC rules and the
listing standards of Nasdaq.
In making these determinations, our board of directors considered the current and prior
relationships that each non-employee director has with the Company and all other facts and circumstances
our board of directors deemed relevant in determining their independence, including the beneficial
ownership of our capital stock by each non-employee director, and the transactions involving them
described in the section titled “Related Person Transactions.”
-13-
There are no family relationships among any of our directors or executive officers.
Board Leadership Structure
Mr. Chaudhry currently serves as our President, Chief Executive Officers and Chairman of the
Board. Our board of directors believes that the current board leadership structure, coupled with a strong
emphasis on board independence, provides effective independent oversight of management while
allowing the board and management to benefit from Mr. Chaudhry’s leadership, Company-specific
experience and years of experience as an executive in the network security industry. Serving on our
board of directors and as Chief Executive Officer since our founding in 2007, Mr. Chaudhry is best
positioned to identify strategic priorities, lead critical discussion and execute our strategy and business
plans. Mr. Chaudhry possesses detailed in-depth knowledge of the issues, opportunities and challenges
facing us. Independent directors and management sometimes have different perspectives and roles in
strategy development. The board of directors believes that Mr. Chaudhry’s combined role enables strong
leadership, creates clear accountability and enhances our ability to communicate our message and strategy
clearly and consistently to stockholders. The board of directors has not appointed a “lead independent
director.” We believe that our board leadership structure is appropriate for our company, particularly
where we have a majority of independent directors who are all actively involved in board meetings.
Executive Sessions of Non-Employee Directors
In order to encourage and enhance communication among non-employee directors, and as
required under the applicable rules of Nasdaq, our corporate governance guidelines provide that the non-
employee directors of our board of directors will meet in executive sessions without management
directors or Company management present on a periodic basis, but no less than twice a year.
Board Meetings and Committees
During the fiscal year ended July 31, 2020, our board of directors held ten meetings (including
regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of
(i) the total number of meetings of our board of directors held during the period for which he or she
served as a director and (ii) the total number of meetings held by all committees of our board of directors
on which he or she served during the periods that he or she served.
Although we do not have a formal policy regarding attendance by members of our board of
directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend.
We have established an audit committee, a compensation committee and a nominating and
corporate governance committee. We believe that the composition of these committees meet the criteria
for independence under, and the functioning of these committees comply with the requirements of, the
Sarbanes-Oxley Act of 2002, the rules of Nasdaq and SEC rules and regulations. We intend to continue
to comply with the requirements of Nasdaq with respect to committee composition of independent
directors. Each committee has the composition and responsibilities described below.
-14-
Audit Committee
The members of our audit committee are Ms. Blasing and Messrs. Brown and Darling, each of
whom is a non-employee member of our board of directors. Ms. Blasing serves as the chair of our audit
committee. Our board of directors has determined that all members of our audit committee meet the
requirements for independence and financial literacy of audit committee members under current Nasdaq
listing standards and SEC rules and regulations. Our audit committee chairperson, Ms. Blasing, is our
audit committee financial expert, as that term is defined under the SEC rules implementing Section 407 of
the Sarbanes-Oxley Act of 2002, and possesses financial sophistication, as defined under Nasdaq listing
standards. The responsibilities of our audit committee include, among other things:
•
selecting and hiring our registered public accounting firm;
•
•
•
•
•
•
•
•
evaluating the performance and independence of our registered public accounting firm;
approving the audit and pre-approving any non-audit services to be performed by our
registered public accounting firm;
reviewing our financial statements and related disclosures and reviewing our critical
accounting policies and practices;
reviewing the adequacy and effectiveness of our internal control policies and procedures and
our disclosure controls and procedures;
overseeing procedures for the treatment of complaints on accounting, internal accounting
controls or audit matters;
reviewing and discussing with management and the independent registered public accounting
firm the results of our annual audit, our quarterly financial statements and our publicly filed
reports;
reviewing and approving in advance any proposed related-person transactions; and
preparing the audit committee report that the SEC will require in our annual proxy statement.
Our audit committee operates under a written charter that satisfies the applicable rules and
regulations of the SEC and the listing requirements of Nasdaq. A copy of the charter of our audit
committee is available on our website at http://ir.zscaler.com in the Governance section of our Investor
Relations webpage. During the fiscal year ended July 31, 2020, our audit committee held five meetings.
Compensation Committee
Our compensation committee is comprised of Ms. Blasing and Messrs. Brown and Giancarlo,
each of whom is a non-employee member of our board of directors. Mr. Brown is the chairman of our
compensation committee. Our board of directors has determined that each member of our compensation
committee meets the requirements for independence under the rules of Nasdaq and the SEC and is a “non-
employee director” within the meaning of Rule 16b-3 under the Exchange Act. The compensation
committee is responsible for, among other things:
-15-
•
•
•
•
reviewing and approving our chief executive officer’s and other executive officers’ annual
base salaries, incentive compensation plans, including the specific goals and amounts, equity
compensation, employment agreements, severance arrangements and change in control
agreements and any other benefits, compensation or arrangements;
administering our equity compensation plans;
overseeing our overall compensation philosophy, compensation plans and benefits programs;
and
preparing the compensation committee report that the SEC will require in our annual proxy
statement.
Our compensation committee operates under a written charter that satisfies the listing standards of
Nasdaq. A copy of the charter of our compensation committee is available on our website at http://
ir.zscaler.com in the Governance section of our Investor Relations webpage. During the fiscal year ended
July 31, 2020, our compensation committee held six meetings.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is comprised of Messrs. Darling, Giancarlo
and Schneider, each of whom is a non-employee member of our board of directors. Mr. Giancarlo is the
chairman of our nominating and corporate governance committee. Our board of directors has determined
that all members of our nominating and corporate governance committee meet the requirements for
independence under the rules of Nasdaq. The nominating and corporate governance committee is
responsible for, among other things:
•
•
•
•
evaluating and making recommendations regarding the composition, organization and
governance of our board of directors and its committees;
evaluating and making recommendations regarding the creation of additional committees or
the change in mandate or dissolution of committees;
reviewing and making recommendations with regard to our Corporate Governance
Guidelines and compliance with laws and regulations, including environmental, social and
governance (“ESG”) issues and disclosures; and
reviewing and approving conflicts of interest of our directors and corporate officers, other
than related person transactions reviewed by the audit committee.
Our nominating and corporate governance committee operates under a written charter that
satisfies the listing standards of Nasdaq. A copy of the charter of our nominating and corporate
governance committee is available on our website at http://ir.zscaler.com in the Governance section of our
Investor Relations webpage. During the fiscal year ended July 31, 2020, our nominating and corporate
governance committee held four meetings.
Compensation Committee Interlocks and Insider Participation
None of the members of our compensation committee is or has been an officer or employee of the
Company. None of our executive officers currently serves, or in the past year has served, as a member of
-16-
the compensation committee or director (or other board committee performing equivalent functions or, in
the absence of any such committee, the entire board of directors) of any entity that has one or more
executive officers serving on our compensation committee or our board of directors.
Considerations in Evaluating Director Nominees
It is the policy of the nominating and corporate governance committee of our board of directors to
consider recommendations for candidates to our board of directors from stockholders holding no less than
one percent (1%) of the outstanding shares of the Company’s common stock continuously for at least 12
months prior to the date of the submission of the recommendation or nomination.
The nominating and corporate governance committee will use the following procedures to
identify and evaluate any individual recommended or offered for nomination to our board of directors:
•
•
The nominating and corporate governance committee will consider candidates recommended
by stockholders in the same manner as candidates recommended to the nominating and
corporate governance committee from other sources.
In its evaluation of director candidates, including the members of our board of directors
eligible for re-election, the nominating and corporate governance committee will consider
factors such as:
•
•
•
•
business expertise;
diversity, including differences in professional background, gender, race, ethnicity,
education, skill, and other individual qualities and attributes that contribute to the total
mix of viewpoints and experience represented on the board of directors;
past attendance at meetings, and participation in and contributions to the activities of our
board of directors; and
other factors that the nominating and corporate governance committee deems appropriate.
•
The nominating and corporate governance committee requires the following minimum
qualifications to be satisfied by any nominee for a position on our board of directors:
•
•
•
•
•
the highest personal and professional ethics and integrity;
proven achievement and competence in the nominee’s field and the ability to exercise
sound business judgment;
skills that are complementary to those of the existing board of directors;
the ability to assist and support management and make significant contributions to the
Company’s success; and
an understanding of the fiduciary responsibilities that is required of a member of our
board of directors and the commitment of time and energy necessary to diligently carry
out those responsibilities.
-17-
If the nominating and corporate governance committee determines that an additional or
replacement director is required, the nominating and corporate governance committee may take such
measures that it considers appropriate in connection with its evaluation of a director candidate, including
candidate interviews, inquiry of the person or persons making the recommendation or nomination,
engagement of an outside search firm to gather additional information, or reliance on the knowledge of
the members of the nominating and corporate governance committee, our board directors or management.
The nominating and corporate governance committee may propose to our board of directors a
candidate recommended or offered for nomination by a stockholder as a nominee for election to our board
of directors. In the future, the nominating and corporate governance committee may pay fees to third
parties to assist in identifying or evaluating director candidates.
Stockholder Recommendations for Nominations to the Board of Directors
A stockholder that wants to recommend a candidate for election to our board of directors should
direct the recommendation in writing by letter to the Company, attention of the Secretary, at Zscaler, Inc.,
120 Holger Way, San Jose, California 95134. The recommendation must include the candidate’s name,
home and business contact information, detailed biographical data, relevant qualifications, a signed letter
from the candidate confirming willingness to serve, information regarding any relationships between the
candidate and the Company and evidence of the recommending stockholder’s ownership of Company
stock. Such recommendations must also include a statement from the recommending stockholder in
support of the candidate, particularly within the context of the criteria for board membership, including
issues of character, integrity, judgment, diversity of experience, independence, area of expertise,
corporate experience, length of service, potential conflicts of interest, other commitments and the like and
personal references.
A stockholder that instead desires to nominate a person directly for election to our board of
directors at an annual meeting of the stockholders must meet the deadlines and other requirements set
forth in Section 2.4 of the Company’s bylaws and the rules and regulations of the Securities and
Exchange Commission. Section 2.4 of the Company’s bylaws requires that a stockholder who seeks to
nominate a candidate for director must provide a written notice to the Secretary of the Company not later
than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the
corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is
earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual
meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30
days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous
year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the
secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later
than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the 10th day
following the day on which Public Announcement (as defined below) of the date of such annual meeting
is first made. In no event shall any adjournment or postponement of an annual meeting or the
announcement thereof commence a new time period for the giving of a stockholder’s notice. “Public
Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or a comparable national news service or in a document publicly filed by the corporation
with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act,
or any successor thereto.
-18-
Communications with the Board of Directors
Our board of directors believes that management speaks for Zscaler, Inc. Individual board
members may, from time to time, communicate with various constituencies that are involved with the
Company, but it is expected that board members would do this with knowledge of management and, in
most instances, only at the request of management.
In cases where stockholders and other interested parties wish to communicate directly with our
non-management directors, messages can be sent to our Secretary, at Zscaler, Inc., 120 Holger Way, San
Jose, California 95134. Our Secretary monitors these communications and will provide a summary of all
received messages to the board of directors at each regularly scheduled meeting of the board of directors.
Our board of directors generally meets on a quarterly basis. Where the nature of a communication
warrants, our Secretary may determine, in his or her judgment, to obtain the more immediate attention of
the appropriate committee of the board or directors or non-management director, of independent advisors
or of Company management, as our Secretary considers appropriate.
Our Secretary may decide in the exercise of his or her judgment whether a response to any
stockholder or interested party communication is necessary.
This procedure for stockholder and other interested party communications with the non-
management directors is administered by the Company’s nominating and corporate governance
committee. This procedure does not apply to (a) communications to non-management directors from
officers or directors of the Company who are stockholders, (b) stockholder proposals submitted pursuant
to Rule 14a-8 under the Exchange Act or (c) communications to the audit committee pursuant to the
Complaint Procedures for Accounting and Auditing Matters.
Corporate Governance Guidelines and Code of Conduct
Our board of directors has adopted Corporate Governance Guidelines. These guidelines address
items such as the qualifications and responsibilities of our directors and director candidates and corporate
governance policies and standards applicable to us in general. In addition, our board of directors has
adopted a Code of Conduct that applies to all of our employees, officers and directors, including our chief
executive officer, chief financial officer, and other executive and senior financial officers. The full text of
our Corporate Governance Guidelines and our Code of Conduct is posted on our website at http://
ir.zscaler.com in the Governance section of our Investor Relations webpage. We intend to post any
amendments to our Code of Conduct, and any waivers of our Code of Conduct for directors and executive
officers, on the same website.
Role of the Board of Directors in Risk Oversight
One of the key functions of our board of directors is informed oversight of our risk management
process which risks include, among others, strategic, financial, business and operational, cybersecurity,
legal and regulatory compliance, and reputational risks. Our board of directors does not have a standing
risk management committee, but rather administers this oversight function directly through the board of
directors as a whole, as well as through its standing committees that address risks inherent in their
respective areas of oversight. In particular, our board of directors is responsible for monitoring and
assessing strategic risk exposure. Our audit committee is responsible for reviewing and discussing our
major financial risk exposures and the steps our management has taken to monitor and control these
exposures, including guidelines and policies with respect to risk assessment and risk management. In
addition to oversight of the performance of our external audit function, our audit committee also monitors
-19-
compliance with legal and regulatory requirements and reviews related party transactions. Our
nominating and corporate governance committee monitors the effectiveness of our corporate governance
guidelines. Our compensation committee assesses and monitors whether any of our compensation
policies and programs has the potential to encourage excessive risk-taking.
Director Compensation
Each non-employee director is eligible to receive compensation for his or her service consisting
of annual cash retainers and equity awards under our outside director compensation policy. Our outside
director compensation policy was crafted in consultation with Compensia, Inc. ("Compensia"), an
independent consultant engaged by our compensation committee. Compensia provided us with
competitive data, analysis and recommendations regarding non-employee director compensation, which
includes a mix of cash and equity-based compensation. After careful consideration of this information
and the scope of the duties and responsibilities of our non-employee directors, our board of directors
approved our outside director compensation policy. We believe this policy provides reasonable
compensation to our non-employee directors that is commensurate with their contributions and
appropriately aligned with our peers. We also reimburse our directors for expenses associated with
attending meetings of our board of directors and board committees.
For fiscal 2020, non-employee directors were entitled to receive the following cash compensation
for service in the following positions:
Position
Board member
Audit committee chair
Audit committee member
Compensation committee chair
Compensation committee member
Nominating and corporate governance committee chair
Nominating and corporate governance committee member
Annual Retainer
($)
30,000
20,000
8,000
12,000
5,000
7,500
4,000
In addition, non-employee directors were eligible to receive the following equity awards for
board service:
(1) Annual restricted stock unit ("RSU") grant with target value of $200,000 (automatically
granted at the Annual Meeting). These RSUs vest in four equal quarterly installments over a one-
year period; and
(2) Initial RSU grant with a target value equal to two-and one-half times the value of the then
effective annual RSU grant, pursuant to which one-third of the RSUs will vest on the one-year
anniversary of the effective date of appointment and the remaining RSUs will vest in eight equal
quarterly installments thereafter. Any director elected at the Annual Meeting for a given year will
receive both the initial RSU grant and the annual RSU grant.
The number of RSUs for each of the initial and annual RSU grant will be determined by dividing
the annual equity value by the average closing price of Zscaler common stock on the Nasdaq Global
Select Market for the 30 trading days ending on the date that is five days prior to the grant date, rounded
up to the nearest share.
-20-
All cash payments to non-employee directors who served in the relevant capacity at any point
during the immediately preceding prior fiscal quarter will be paid quarterly in arrears on a prorated basis.
A non-employee director who served in the relevant capacity during only a portion of the prior fiscal
quarter will receive a pro-rated payment of the quarterly payment of the applicable cash retainer.
The following table sets forth information regarding compensation earned by or paid to our non-
employee directors during the fiscal year ended July 31, 2020:
Name
Karen Blasing
Andrew Brown
Scott Darling
Charles Giancarlo
David Schneider
Nehal Raj(2)
Fees Earned
or Paid in
Cash
($)
55,000
50,000
38,455
42,500
19,061
18,614
Stock
Awards
($)(1)
229,185
229,185
229,185
229,185
802,120
—
Total
($)
284,185
279,185
267,640
271,685
821,181
18,614
(1) Amounts represent the grant date fair market value of RSUs granted to serving directors following our 2019
annual meeting of stockholders. For Mr. Schneider, the amount includes the fair market value of RSUs granted
upon his initial election to our board of directors at the 2019 annual meeting of stockholders.
(2) Mr. Raj served as a member of our board of directors through January 10, 2020, the date of our 2019 annual
meeting of stockholders.
The following table lists all outstanding equity awards held by our non-employee directors as of
July 31, 2020.
Name
Karen Blasing
Andrew Brown
Scott Darling
Charles Giancarlo
David Schneider
Aggregate Number of
Stock Awards
Outstanding as of
July 31, 2020
(#)
2,084
2,084
2,084
2,084
13,001
Aggregate Number
of Stock Options
Outstanding as of
July 31, 2020
(#)
166,334
68,333
—
—
—
For information about the compensation of directors who are also our employees, see “Executive
Compensation.”
-21-
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our board of directors is currently composed of seven members. In accordance with our
certificate of incorporation, our board of directors is divided into three classes with staggered three-year
terms. One class is elected each year at the annual meeting of stockholders for a term of three years. At
the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class
whose term is then expiring.
Each director’s term continues until the election and qualification of such director’s successor, or
such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors
will be distributed among the three classes so that, as nearly as possible, each class will consist of one-
third of our directors. This classification of our board of directors may have the effect of delaying or
preventing changes in control of the Company.
Nominees
Our board of directors has nominated Jay Chaudhry, our President, Chief Executive Officer and
Chairman of the Board, and Amit Sinha, Ph.D., our President of Research and Development, Operations
and Customer Service and Chief Technology Officer, for election as Class III directors at the Annual
Meeting. If elected, each of Mr. Chaudhry and Dr. Sinha will serve as Class III directors until the 2023
annual meeting of stockholders or until their successors are elected and qualified, or their earlier death,
resignation or removal. Mr. Chaudhry and Dr. Sinha are currently directors of the Company. For
information concerning the nominees, see “Board of Directors and Corporate Governance.”
If you are a stockholder of record and you sign your proxy card or vote over the Internet or by
telephone but do not give instructions with respect to the voting of directors, your shares will be voted
FOR the election of Mr. Chaudhry and Dr. Sinha. We expect that Mr. Chaudhry and Dr. Sinha will
accept such nomination; however, in the event that a director nominee is unable or declines to serve as a
director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be
designated by our board of directors to fill such vacancy. If you are a beneficial owner of shares of our
common stock and you do not give voting instructions to your broker, bank or other nominee, then your
broker, bank or other nominee will leave your shares unvoted on this matter.
-22-
Vote Required
The election of Class III directors requires a plurality of the voting power of the shares of our
common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon.
Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Abstentions
and broker non-votes will have no effect on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE
TWO DIRECTORS NOMINATED BY OUR BOARD OF DIRECTORS AND NAMED IN THIS PROXY
STATEMENT AS CLASS III DIRECTORS TO SERVE FOR A THREE-YEAR TERM.
-23-
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has appointed PwC, as our independent registered public accounting firm to
audit our consolidated financial statements for our fiscal year ending July 31, 2021. PwC has served as
our independent registered public accounting firm since May 2015.
At the Annual Meeting, stockholders are being asked to ratify the appointment of PwC as our
independent registered public accounting firm for our fiscal year ending July 31, 2021. Stockholder
ratification of the appointment of PwC is not required by our bylaws or other applicable legal
requirements. However, our board of directors is submitting the appointment of PwC to our stockholders
for ratification as a matter of good corporate governance. In the event that this appointment is not ratified
by the affirmative vote of a majority of the voting power of the shares of our common stock present in
person or represented by proxy at the Annual Meeting and entitled to vote, such appointment will be
reconsidered by our audit committee. Even if the appointment is ratified, our audit committee, in its sole
discretion, may appoint another independent registered public accounting firm at any time during our
fiscal year ending July 31, 2021 if our audit committee believes that such a change would be in the best
interests of Zscaler and its stockholders. If the appointment is not ratified by our stockholders, the audit
committee may reconsider whether it should appoint another independent registered public accounting
firm. A representative of PwC is expected to be present at the Annual Meeting, will have an opportunity
to make a statement if he or she wishes to do so, and is expected to be available to respond to appropriate
questions from stockholders.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to us
by PwC for our fiscal years ended July 31, 2020 and 2019.
Audit Fees (1)
Audit-Related Fees (2)
Tax Fees
All Other Fees (3)
Total Fees Paid
$
2020
2,429,123 $
5,749
2,700
2,437,572
2019
1,813,669
2,125
—
2,700
1,818,494
(1) Audit Fees consist of fees for professional services rendered in connection with the audit of our annual
consolidated financial statements, the review of our quarterly condensed consolidated financial statements,
statutory audit fees, and audit services that are normally provided by the independent registered public
accounting firm in connection with regulatory filings. This category also includes fees for professional services
provided in connection with the issuance of the convertible senior notes entered in June 2020.
(2) Audit-Related Fees consist primarily of fees for assurance and related services that are reasonably related to the
performance of the audit or review of our consolidated financial statements and not reported under “Audit
Fees.”
(3) All Other Fees consist of aggregate fees billed for products and services provided by the independent registered
public accounting firm other than those disclosed above. These services specifically relate to subscription fees
paid for access to online accounting research software and regulatory applications.
-24-
Auditor Independence
In the fiscal year ended July 31, 2020, there were no other professional services provided by PwC
that would have required our audit committee to consider their compatibility with maintaining the
independence of PwC.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm
Our audit committee has established a policy governing our use of the services of our
independent registered public accounting firm. Under the policy, our audit committee is required to pre-
approve all audit and permissible non-audit services performed by our independent registered public
accounting firm in order to ensure that the provision of such services does not impair such accounting
firm’s independence. All fees paid to PwC for our fiscal years ended July 31, 2020 and 2019 were pre-
approved by our audit committee.
Vote Required
The ratification of the appointment of PwC requires the affirmative vote of a majority of the
voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled
to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR OUR FISCAL YEAR ENDING JULY 31, 2021.
-25-
AUDIT COMMITTEE REPORT
The information contained in the following Audit Committee Report shall not be deemed to be
soliciting material or to be filed with the Securities and Exchange Commission, nor shall such
information be incorporated by reference into any future filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the extent that Zscaler, Inc.
specifically incorporates it by reference in such filing.
The audit committee serves as the representative of our board of directors with respect to its
oversight of:
•
•
•
•
•
our accounting and financial reporting processes and the audit of our financial statements;
the integrity of our financial statements;
our compliance with legal and regulatory requirements;
inquiring about significant risks, reviewing our policies for risk assessment and risk
management, and assessing the steps management has taken to control these risks; and
the independent registered public accounting firm’s appointment, qualifications and
independence.
The audit committee also reviews the performance of our independent registered public
accounting firm, PwC, in the annual audit of our financial statements and in assignments unrelated to the
audit, and reviews the independent registered public accounting firm’s fees.
The audit committee is currently composed of three non-employee directors. Our board of
directors has determined that each current member of the audit committee is independent, and that
Ms. Blasing qualifies as an “audit committee financial expert” under the SEC rules.
The audit committee provides our board of directors such information and materials as it may
deem necessary to make our board of directors aware of financial matters requiring the attention of our
board of directors. The audit committee reviews our financial disclosures and meets privately, outside the
presence of our management, with our independent registered public accounting firm. In fulfilling its
oversight responsibilities, the audit committee reviewed and discussed the audited financial statements in
our fiscal year ended July 31, 2020 Annual Report with management, including a discussion of the quality
and substance of the accounting principles, the reasonableness of significant judgments made in
connection with the audited financial statements, and the clarity of disclosures in the financial statements.
The audit committee reports on these meetings to our board of directors.
The audit committee has reviewed and discussed with Zscaler’s management and PwC the
audited consolidated financial statements of Zscaler contained in Zscaler’s Annual Report on Form 10-K
for fiscal year 2020. The audit committee has also discussed with PwC the applicable requirements of the
Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The audit committee has received and reviewed the written disclosures and the letter from PwC
required by applicable requirements of the PCAOB regarding PwC’s communications with the audit
committee concerning independence, and has discussed with PwC its independence from Zscaler.
-26-
Based on the review and discussions referred to above, the audit committee recommended to the
board of directors that the audited consolidated financial statements be included in Zscaler’s Annual
Report on Form 10-K for its fiscal year 2020 for filing with the SEC. The audit committee also has
selected PwC as the independent registered public accounting firm for fiscal year 2021. Our board of
directors recommends that stockholders ratify this selection at the Annual Meeting.
Respectfully submitted by the members of the audit committee of the board of directors:
Karen Blasing (Chair)
Andrew Brown
Scott Darling
-27-
PROPOSAL NO. 3
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of
the Exchange Act enables stockholders to approve, on an advisory or non-binding basis, the compensation
of our named executive officers as disclosed in this Proxy Statement in accordance with the rules of the
SEC. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the
opportunity to express their views on our named executive officers’ compensation as a whole. This vote is
not intended to address any specific item of compensation or any specific named executive officer, but
rather the overall compensation of all of our named executive officers and the philosophy, policies and
practices described in this Proxy Statement.
The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee
or our board of directors. The Say-on-Pay vote will, however, provide information to us regarding
investor sentiment about our executive compensation philosophy, policies and practices, which our
compensation committee will be able to consider when determining executive compensation for the
remainder of the current fiscal year and beyond. Our board of directors and our compensation committee
value the opinions of our stockholders. To the extent there is any significant vote against the
compensation of our named executive officer as disclosed in this Proxy Statement, we will endeavor to
communicate with stockholders to better understand the concerns that influenced the vote and consider
our stockholders’ concerns. Our compensation committee will evaluate whether any actions are necessary
to address those concerns.
We believe that the information provided in the section titled “Executive Compensation,” and in
particular the information discussed in the section titled “Executive Compensation—Compensation
Discussion and Analysis—Compensation Philosophy,” demonstrates that our executive compensation
program was designed appropriately and is working to ensure management’s interests are aligned with
our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to
vote “For” the following resolution at the Annual Meeting:
“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the
named executive officers, as disclosed in the Proxy Statement for the Annual Meeting pursuant to
the compensation disclosure rules of the SEC, including the compensation discussion and
analysis, compensation tables and narrative discussion, and other related disclosure.”:
Vote Required
The advisory vote on the compensation of our named executive officers requires the affirmative
vote of a majority of the voting power of the shares of our common stock present in person or represented
by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote
AGAINST the proposal. Broker non-votes will have no effect on the outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON
AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
-28-
EXECUTIVE OFFICERS
The following table sets forth certain information about our executive officers and their respective
ages as of November 1, 2020. Officers are elected by the board of directors to hold office until their
successors are elected and qualified.
Name
Jay Chaudhry
Remo Canessa
Amit Sinha, Ph.D.
Dali Rajic
Age Position
62
President, Chief Executive Officer and Chairman of the Board
63 Chief Financial Officer
44
47
President of Research and Development, Operations and Customer
Service, Chief Technology Officer and Director
President Go-To-Market and Chief Revenue Officer
Robert Schlossman
52 Chief Legal Officer
For the biographies of Mr. Chaudhry and Dr. Sinha, see “Board of Directors and Corporate
Governance—Director Nominees.”
Remo E. Canessa has served as our chief financial officer since February 2017. Prior to joining
us, he served as chief financial officer of Illumio Inc., a private cybersecurity company, from July 2016 to
February 2017. Prior to joining Illumio, from October 2004 to April 2016, Mr. Canessa served as chief
financial officer and an advisor to Infoblox Inc., a network control, network automation and domain name
system security company. Mr. Canessa is a certified public accountant (inactive), and he holds a B.A. in
economics from the University of California, Berkeley and an M.B.A. from Santa Clara University.
Mr. Canessa previously served on the board of directors of Aerohive Networks, Inc., a cloud-managed
mobile networking platform provider, where he was chairman of the audit committee and a member of
the compensation committee.
Dali Rajic has served as our president go-to-market and chief revenue officer since September
2019. Prior to joining us, he served as chief customer officer from February 2018 and as chief revenue
officer from August 2016 to September 2019 at AppDynamics, Inc., an application performance
management company and subsidiary of Cisco Systems, Inc. From April 2012 to August 2016, Mr. Rajic
served in multiple sales executive roles at AppDynamics. From February 2009 to March 2012, he served
in various sales executive roles at BMC Software, Inc., a computer software company. Mr. Rajic holds a
B.S. in international marketing from California State Polytechnic University, Pomona and an M.B.A.
from the Kellogg Graduate School of Management at Northwestern University.
Robert Schlossman has served as our chief legal officer since February 2016. Prior to joining us,
he served as the chief legal officer at Lucid Motors Inc., an electric car company, from May 2015 to
January 2016. Prior to joining Lucid Motors, from March 2010 to August 2014, Mr. Schlossman served
as the chief legal and administrative officer at Aptina Inc., a provider of imaging solutions, which was
acquired by ON Semiconductor Corporation. Mr. Schlossman holds a J.D. from the University of
California, Berkeley School of Law, as well as an M.A. and B.A. in English from Stanford University.
-29-
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction
This Compensation Discussion and Analysis provides information regarding the fiscal 2019
compensation program for our principal executive officer, our principal financial officer, and our three
other executive officers at fiscal year-end who were our most highly-compensated executive officers (our
“named executive officers”). For fiscal 2019, our named executive officers were:
•
•
•
•
•
Jay Chaudhry, our President, Chief Executive Officer and Chairman of the Board (our
“CEO”);
Remo E. Canessa, our Chief Financial Officer;
Amit Sinha, Ph.D., our President of Research & Development, Operations & Customer
Service, Chief Technology Officer and Director;
Dali Rajic, our President Go-To-Market and Chief Revenue Officer; and
Robert Schlossman, our Chief Legal Officer and Secretary.
Mr. Rajic was appointed our President Go-To-Market and Chief Revenue Officer effective
September 10, 2019.
This Compensation Discussion and Analysis describes the material elements of our executive
compensation program during fiscal 2020. It also provides an overview of our executive compensation
philosophy, including our principal compensation policies and practices. Finally, it analyzes how and why
the compensation committee of our board of directors (the “compensation committee”) arrived at the
specific compensation decisions for our Named Executive Officers in fiscal 2020 and discusses the key
factors that the compensation committee considered in determining their compensation.
Executive Summary
Who We Are
Our mission is to make the cloud safe for business and enjoyable for users.
We were incorporated in 2007, during the early stages of cloud adoption and mobility, based on a
vision that the internet would become the new corporate network as the cloud becomes the new data
center. We predicted that with rapid cloud adoption and increasing workforce mobility, traditional
perimeter security approaches would provide inadequate protection for users and data and an increasingly
poor user experience. We pioneered a cloud platform, the Zscaler Zero Trust Exchange, that represents a
fundamental shift in the architectural design and approach to networking and security.
Our Zero Trust Exchange is distributed across 150 data centers globally to bring security and
business policy close to users and devices in 185 countries to provide fast, secure, and reliable access.
-30-
Each day, we block over 100 million threats and perform over 175,000 unique security updates. Our
customers benefit from the cloud effect of our ever-expanding ecosystem because once a new threat is
detected, it can be blocked across our entire customer base within minutes. Many of the largest enterprises
and government agencies in the world rely on our solutions to help them accelerate their move to the
cloud. We have over 4,500 customers across all major geographies, with an emphasis on larger
organizations, and we currently count over 450 of the Forbes Global 2000 as customers. Our customers
span every major industry, including financial services, healthcare, manufacturing, airlines and
transportation, conglomerates, consumer goods and retail, media and communications, public sector and
education, technology and telecommunications services.
Fiscal 2020 Business Highlights
Fiscal 2020 was a strong year for us marked by significant achievements in revenue, calculated
billings growth and positive free cash flow. Fiscal 2020 highlights were as follows:
•
•
•
Revenue – Total revenue was $431.3 million, an increase of 42% year-over-year.
Calculated Billings – Calculated billings was $550.0 million, an increase of 41% year over
year.
Stock Price – The closing market price of our common stock on July 31, 2020, the last
trading day of fiscal 2020 was $129.85 per share, compared to a closing market price of
$85.26 per share on August 1, 2019, the first trading day of fiscal 2020. This reflected an
increase of 52%.
Executive Compensation Highlights
During and for fiscal 2019, the compensation committee took the following key actions with
respect to the compensation of our named executive officers:
•
•
•
Base Salaries – The compensation committee determined to increase the annual base
salaries of our incumbent-Named Executive Officers (other than our CEO) to bring their
base salaries to levels that were comparable to those of similarly-situated executives in the
competitive marketplace and to maintain the annual base salary of our CEO at its fiscal
2019 level of $23,660.
Cash Bonuses – Based on our strong performance during fiscal 2020, the compensation
committee made cash bonus payments to our Named Executive Officers under our
Employee
represented
approximately 105% of their target annual cash bonus award opportunities based on
performance. As in prior fiscal years, our CEO declined to participate in our Employee
Incentive Compensation Plan.
Incentive Compensation Plan, which,
the aggregate,
in
Long-Term Incentive Compensation – The compensation committee determined that a
substantial part of the target total direct compensation of our Named Executive Officers
should also be in the form of long-term incentive compensation to reflect our pay-for-
performance philosophy. As a result, the compensation committee approved long-term
incentive compensation opportunities in the form of both time-based restricted stock unit
(“RSU”) awards and performance-based restricted stock unit (“PSU”) awards to our Named
Executive Officers (other than our CEO). The RSU awards are subject to time-based
vesting that requires continued service with us through each vesting date, typically over
-31-
four years. The PSU awards provide that shares of our common stock may be earned based
on our achievement against pre-established financial or operational performance measures.
•
Appointment of President Go-To-Market and Chief Revenue Officer – In connection with
his appointment as President Go-To-Market and Chief Revenue Officer effective
September 10, 2019, we entered into an employment offer letter dated September 5, 2019
(the “Employment Offer Letter”) with Mr. Rajic. Pursuant to the Employment Offer Letter,
our initial compensation arrangements with Mr. Rajic were as follows (for additional
details on Mr. Rajic’s equity awards, please see “Compensation Elements – Long-Term
Incentive Compensation – Mr. Rajic’s New Hire and Buyout RSU Awards” below):
•
•
•
•
•
•
an initial annual base salary of $400,000;
a target annual cash bonus awards opportunity equal to $400,000;
three separate RSU awards (each with its own vesting schedule) to acquire an
aggregate of 166,910 shares of our common stock to compensate Mr. Rajic for the
equity awards that he forfeited at his former employer when he terminated his
employment to join us (“Buyout RSU Grant 1,” “Buyout RSU Grant 2,” and “Buyout
RSU Grant 3”);
an RSU award to acquire 92,727 shares of our common stock that will vest over
approximately a four-year period;
a PSU award to acquire 92,727 shares of our common stock that will be subject to
performance criteria that are consistent with the performance criteria applicable to the
PSU award granted to our other senior officers to be earned over approximately a
four-year period; and
an option to purchase 150,000 shares of our common stock (the “Option”) that will
vest over a four-year period from his employment start date.
Mr. Rajic was designated as a participant in our Change of Control and Severance Policy
(the “COC Policy”) under which he is eligible to receive certain severance payments and
benefits in the event of his Qualifying Termination (as defined in the COC Policy). Mr.
Rajic’s Employment Offer Letter was negotiated on our behalf by our CEO and approved
by the compensation committee. In establishing his initial compensation arrangements, we
took into consideration the requisite experience and skills that a qualified candidate would
need to manage a growing business in a dynamic and ever-changing environment, the
competitive market for similar positions at other comparable companies based on a review
of compensation survey data, the aggregate value of the equity awards that he held at his
then current-employer that he would forfeit if he left such employment, and the need to
integrate him into the executive compensation structure that we had developed since our
initial public offering of our equity securities, balancing both competitive and internal
equity considerations.
For a summary of the material terms and conditions of Mr. Rajic’s Employment Offer
Letter, see “Employment Arrangements” and “Potential Payments Upon Termination or
Change in Control” below.
Pay-for-Performance
-32-
We believe our executive compensation program is reasonable, competitive, and appropriately
balances the goals of attracting, motivating, rewarding, and retaining our Named Executive Officers with
the goal of aligning their interests with those of our stockholders. To ensure this alignment and to
motivate and reward individual initiative and effort, a substantial portion of our Named Executive
Officers’ target annual compensation opportunity is both variable in nature and “at-risk.”
We emphasize variable compensation that appropriately rewards our Named Executive Officers
through two separate compensation elements:
•
•
First, we provide our Named Executive Officers (other than our CEO) the opportunity to
participate in our cash bonus plan which provides cash payments if they produce short-term
results that meet or exceed the financial, operational, and strategic objectives set by our
compensation committee, as evaluated by our CEO and approved by the compensation
committee.
In addition, we grant RSU and PSU awards that will reward recipients over a multi-year
period, with the PSU awards only being earned for achieving performance objectives
established by our compensation committee. The RSU awards and, if earned, PSU awards
comprise a majority of our Named Executive Officers’ target total direct compensation
opportunities. The future value of which depends significantly on the value of our common
stock, thereby incentivizing them to build sustainable long-term value for the benefit of our
stockholders.
These variable pay elements ensure that, each year, a substantial portion of our Named Executive
Officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts
ultimately payable subject to variability above or below target levels commensurate with our actual
performance.
Executive Compensation Policies and Practices
We endeavor
to maintain sound governance standards consistent with our executive
compensation policies and practices. The compensation committee evaluates our executive compensation
program on a regular basis to ensure that it is consistent with our short-term and long-term goals given the
dynamic nature of our business and the market in which we compete for executive talent. The following
summarizes our executive compensation and related policies and practices:
What We Do
•
•
•
Maintain an Independent Compensation Committee. The compensation committee
consists solely of independent directors who establish our compensation policies and
practices.
Retain an Independent Compensation Advisor. The compensation committee has engaged
its own compensation consultant to provide information, analysis, and other advice on
executive compensation independent of management. This consultant performed no other
consulting or other services for us in fiscal 2020.
Annual Executive Compensation Review. The compensation committee conducts an
annual review and approval of our compensation strategy, including a review and
determination of our compensation peer group used for comparative purposes and a review
-33-
of our compensation-related risk profile to ensure that our compensation programs do not
encourage excessive or inappropriate risk-taking and that the level of risk that they do
encourage is not reasonably likely to have a material adverse effect on us.
Compensation At-Risk. Our executive compensation program is designed so that a
significant portion of our Named Executive Officers’ compensation is “at risk” based on
corporate performance, as well as equity-based, to align the interests of our Named
Executive Officers and stockholders.
Use a Pay-for-Performance Philosophy. The majority of our Named Executive Officers’
compensation is directly linked to corporate performance; we also structure their target total
direct compensation opportunities with a significant long-term equity component, thereby
making a substantial portion of each Named Executive Officer’s target total direct
compensation dependent upon our stock price and/or total stockholder return.
Nominal Base Salary and Zero Bonus Potential for our CEO. Our CEO receives only a
nominal base salary and is not eligible for a cash bonus.
Succession Planning. We review the risks associated with our key executive officer
positions to ensure adequate succession plans are in place.
•
•
•
•
What We Do Not Do
•
•
•
•
•
No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer,
defined benefit pension plans or any non-qualified deferred compensation plans or
arrangements to our Named Executive Officers other than the plans and arrangements that
are available to all employees. Our Named Executive Officers are eligible to participate in
our Section 401(k) retirement plan on the same basis as our other employees.
Limited Perquisites. Perquisites or other personal benefits are not a material part of our
compensation program for our Named Executive Officers.
No Excise Tax Payments on Future Post-Employment Compensation Arrangements. We
do not provide any excise tax reimbursement payments (including “gross-ups”) on
payments or benefits contingent upon a change in control of the Company.
No Special Health or Welfare Benefits. We do not provide our Named Executive Officers
with any health or welfare benefit programs, other than participation in our broad-based
employee programs on the same basis as our other full-time, salaried employees.
No Hedging or Pledging of our Equity Securities. We prohibit our employees, including
our Named Executive Officers and the members of our board of directors, from hedging or
pledging our equity securities.
Stockholder Advisory Vote on Named Executive Officer Compensation
At the Annual Meeting we will be conducting a non-binding stockholder advisory vote on the
compensation of our Named Executive Officers (commonly known as a “Say-on-Pay” vote). See Proposal
No. 3 in this Proxy Statement.
-34-
At our 2019 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory
vote on the frequency of future Say-on-Pay votes (commonly known as a “Say-When-on-Pay” vote). Our
stockholders expressed a preference for holding future Say-on-Pay votes on an annual, rather than a
biennial or triennial, basis. In recognition of this preference and other factors considered, our board of
directors determined that, until the next Say-When-on-Pay vote, we will hold annual Say-on-Pay votes.
Following the Annual Meeting of Stockholders to which this Proxy Statement relates, our next Say-on-
Pay vote will take place at our 2021 Annual Meeting of Stockholders.
We value the opinions of our stockholders. Our board of directors and the compensation
committee will consider the outcome of future advisory votes on the compensation of our Named
Executive Officers, as well as feedback received throughout the year, when making compensation
decisions for our executive officers.
Executive Compensation Philosophy and Objectives
Our executive compensation program is guided by our overarching philosophy of paying for high
and demonstrable performance. Consistent with this philosophy, we have designed our executive
compensation program to achieve the following primary objectives:
•
•
•
•
Provide market competitive compensation and benefit levels that will attract, retain,
motivate, and reward a highly talented team of executives within the context of responsible
cost management;
Establish a direct link between our financial and operational results and strategic objectives
and the compensation of our executives;
Align the interests and objectives of our executives with those of our stockholders by
linking their long-term incentive compensation opportunities to stockholder value creation
and their cash incentives to our annual performance; and
Offer total compensation opportunities to our executives that, while competitive, are
internally consistent and fair.
Generally, we structure the annual compensation of our Named Executive Officers using three
principal elements: base salary, annual cash bonus opportunities, and long-term equity incentive
opportunities in the form of equity awards.
Compensation-Setting Process
Role of Compensation Committee
The compensation committee discharges the responsibilities of our board of directors relating to
the compensation of our Named Executive Officers and the non-employee members of our board of
directors. The compensation committee has overall responsibility for overseeing our compensation and
benefits policies generally, and overseeing and evaluating the compensation plans, policies, and practices
applicable to our CEO and other Named Executive Officers.
In carrying out its responsibilities, the compensation committee evaluates our compensation
policies and practices with a focus on the degree to which these policies and practices reflect our
executive compensation philosophy, develops strategies and makes decisions that it believes further our
-35-
philosophy or align with developments in best compensation practices, and reviews the performance of
our Named Executive Officers when making decisions with respect to their compensation.
The compensation committee’s authority, duties, and responsibilities are further described in its
charter, which is reviewed annually and revised and updated as warranted. The charter is available at
http://ir.zscaler.com.
The compensation committee retains a compensation consultant (as described below) to provide
support in its review and assessment of our executive compensation program.
Setting Target Total Direct Compensation
The compensation committee reviews the base salary levels, annual cash bonus opportunities, and
long-term incentive compensation opportunities of our Named Executive Officers and all related
performance criteria at the beginning of each year, or more frequently as warranted. Adjustments to cash
compensation are generally effective at the beginning of the fiscal year.
The compensation committee does not establish a specific target for formulating the target total
direct compensation opportunities of our Named Executive Officers. In making decisions about the
compensation of our Named Executive Officers, the members of the compensation committee rely
primarily on their general experience and subjective considerations of various factors, including the
following:
•
•
•
•
•
•
•
•
•
our executive compensation program objectives;
our performance against the financial, operational, and strategic objectives established by
the compensation committee and our board of directors;
each individual Named Executive Officer’s knowledge, skills, experience, qualifications,
and tenure relative to other similarly-situated executives at the companies in our
compensation peer group;
the scope of each Named Executive Officer’s role and responsibilities compared to other
similarly-situated executives at the companies in our compensation peer group;
the prior performance of each individual Named Executive Officer, based on a subjective
assessment of his or her contributions to our overall performance, ability to lead his or her
business unit or function, and work as part of a team, all of which reflect our core values;
the potential of each individual Named Executive Officer to contribute to our long-term
financial, operational, and strategic objectives;
our CEO’s compensation relative to that of our Named Executive Officers, and
compensation parity among our Named Executive Officers;
our financial performance relative to our compensation and performance peers;
the compensation practices of our compensation peer group and the positioning of each
Named Executive Officer’s compensation in a ranking of peer company compensation
levels based on an analysis of competitive market data; and
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•
the recommendations of our CEO with respect to the compensation of our Named
Executive Officers (except with respect to his own compensation).
These factors provide the framework for compensation decision-making and final decisions
regarding the compensation opportunity for each Named Executive Officer. No single factor is
determinative in setting compensation levels, nor is the impact of any individual factor on the
determination of pay levels quantifiable.
The compensation committee does not weight these factors in any predetermined manner, nor
does it apply any formulas in developing its compensation recommendations. The members of the
compensation committee consider all of this information in light of their individual experience,
knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive
Officer, and business judgment in making their decisions.
Role of Management
In discharging its responsibilities, the compensation committee works with members of our
management, including our CEO. Our management assists the compensation committee by providing
information on corporate and individual performance, market compensation data, and management’s
perspective on compensation matters. The compensation committee solicits and reviews our CEO’s
proposals with respect to program structures, as well as his recommendations for adjustments to annual
cash compensation, long-term incentive compensation opportunities, and other compensation-related
matters for our Named Executive Officers (except with respect to his own compensation) based on his
evaluation of their performance for the prior year.
At the beginning of each year, our CEO reviews the performance of our other Named Executive
Officers based on such individual’s level of success in accomplishing the business objectives established
for him or her for the prior year and his or her overall performance during that year and then shares these
evaluations with, and makes recommendations to, the compensation committee for each element of
compensation as described above.
The compensation committee reviews and discusses our CEO’s proposals and recommendations
with our CEO and considers them as one factor in determining and approving the compensation of our
Named Executive Officers, including our CEO. Our CEO also attends meetings of our board of directors
and the compensation committee at which executive compensation matters are addressed, except with
respect to discussions involving his own compensation.
Role of Compensation Consultant
The compensation committee engages an external compensation consultant to assist it by
providing information, analysis, and other advice relating to our executive compensation program and the
decisions resulting from its annual executive compensation review. The compensation consultant reports
directly to the compensation committee and its chair and serves at the discretion of the compensation
committee, which reviews the engagement annually.
In fiscal 2020, the compensation committee engaged Compensia, Inc. (“Compensia”), a national
compensation consulting firm, to serve as its compensation consultant to advise on executive
compensation matters, including competitive market pay practices for our Named Executive Officers and
with the data analysis and selection of the compensation peer group.
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During fiscal 2020, Compensia attended the meetings of the compensation committee (both with
and without management present) as requested and provided the following services:
•
•
•
•
•
•
•
consultation with the compensation committee chair and other members between
compensation committee meetings;
review, research, and updating of our compensation peer group;
an analysis of competitive market data based on the compensation peer group for our
Named Executive Officers’ positions and an evaluation of how the compensation we pay
our Named Executive Officers compares both to our performance and to how the
companies in our compensation peer group compensate their executives;
review and analysis of the base salary levels, annual incentive bonus opportunities, and
long-term incentive compensation opportunities of our Named Executive Officers;
review and analysis of the compensation arrangements of the non-employee members of
our board of directors against the companies in the compensation peer group;
assessment of executive compensation trends within our industry, and updating on
corporate governance and regulatory issues and developments; and
support on other ad hoc matters throughout the year.
The terms of Compensia’s engagement includes reporting directly to the compensation committee
chair. Compensia also coordinated with our management for data collection and job matching for our
executive officers. In fiscal 2020, Compensia did not provide any other services to us.
The compensation committee has evaluated its relationship with Compensia to ensure that it
believes that such firm is independent from management. This review process included a review of the
services that such compensation consultant provided, the quality of those services, and the fees associated
with the services provided during fiscal 2020. Based on this review, as well as consideration of the factors
affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the NASDAQ
Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the
compensation committee has determined that no conflict of interest was raised as a result of the work
performed by Compensia and that Compensia is independent.
Competitive Positioning
For purposes of assessing our executive compensation against the competitive market, the
compensation committee reviews and considers the compensation levels and practices of a select group of
peer companies. This compensation peer group consists of technology companies that are similar to us in
terms of revenue, market capitalization, and industry focus. The competitive data drawn from this
compensation peer group is only one of several factors that the compensation committee considers in
making its decisions with respect to the compensation of our Named Executive Officers.
The compensation peer group for the first portion of fiscal 2020, which was reviewed and
updated in May 2019, was comprised of publicly-traded technology companies against which we compete
for executive talent, as well as, in some instances, business opportunities. In evaluating the companies
comprising the compensation peer group, Compensia considered the following criteria:
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•
•
•
•
publicly-traded companies headquartered in the United States and traded on a major United
States stock exchange with a preference for California-based companies;
companies in the application software and systems software industries;
similar revenues – within a range of ~0.5x to ~2.0x our then-current trailing four quarters
revenue of approximately $243 million (approximately $120 million to approximately $490
million); and
similar market capitalization – within a range of ~0.33x to 3.0x our then-current 30-day
average market capitalization of approximately $7.6 billion (approximately $2.5 billion to
approximately $22.7 billion).
This compensation peer group for the first portion of fiscal 2020 consisted of the following
companies:
Alteryx
Anaplan
Blackline
Box
Coupa Software
Elastic
MongoDB
New Relic
Okta
Paycom Software Twilio
Proofpoint
Qualys
Tenable Holdings
The Trade Desk
Zendesk
This compensation peer group was used by the compensation committee through February 2020
as a reference for understanding the competitive market for executive positions in our industry.
In February 2020, the compensation committee, with the assistance of Compensia, reviewed and
updated our compensation peer group to reflect changes in our market capitalization and to recognize our
evolving business focus. In evaluating the companies comprising the compensation peer group at that
time, Compensia considered the following criteria:
•
•
•
•
publicly-traded companies headquartered in the United States and traded on a major United
States stock exchange with a preference for California-based companies;
companies in the application software and systems software industries;
similar revenues – within a range of ~0.5x to ~2.0x our then-current trailing four quarters
revenue of approximately $333 million (approximately $165 million to approximately $670
million); and
similar market capitalization – within a range of ~0.33x to 3.0x our then-current 30-day
average market capitalization of approximately $7.0 billion (approximately $2.3 billion to
approximately $20.9 billion).
Based on a review of the analysis prepared by Compensia, the compensation committee approved
a revised compensation peer group in March 2020 for the remainder of fiscal 2020 consisting of the
following companies:
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Alteryx
Anaplan
Blackline
Box
Coupa Software
CrowdStrike Holdings
Elastic
MongoDB
New Relic
Okta
Paycom Software
Proofpoint
Qualys
Tenable Holdings
The Trade Desk
Zendesk
The compensation committee used data drawn from the companies in our compensation peer
group, as well as data from Compensia’s proprietary database of public technology companies, to
evaluate the competitive market when determining the total direct compensation packages for our Named
Executive Officers, including base salary, target cash incentive award opportunities, and long-term
incentive compensation opportunities.
The compensation committee reviews our compensation peer group at least annually and makes
adjustments to its composition if warranted, taking into account changes in both our business and the
businesses of the companies in the peer group.
Compensation Elements
In fiscal 2020, the principal elements of our executive compensation program, and the purposes
for each element, were as follows:
Element
Type of Element
Compensation Element
Base Salary
Fixed
Cash
Annual Cash Bonuses
Variable
Cash
Long Term Incentive
Compensation
Variable
Equity awards in the form of
PSU awards and RSU awards
that may be settled for shares
of our common stock
Objective
Designed to attract and retain
highly talented executives by
providing fixed compensation
amounts that are competitive in
reward
the market
performance
and
quarterly)
to motivate our
Designed
executives
to achieve semi-
annual (and, in the case of Mr.
Rajic,
financial
objectives and provide financial
incentives when we meet or
exceed these objectives
Designed to align the interests
of our executives and our
stockholders
by motivating
them to create sustainable long-
term stockholder value
Base Salary
Base salary represents the fixed portion of the compensation of our Named Executive Officers
and is an important element of compensation intended to attract and retain highly talented individuals.
Generally, we use base salary to provide each Named Executive Officer with a specified level of cash
compensation during the year with the expectation that he or she will perform his or her responsibilities to
the best of his or her ability and in our best interests.
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Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-
length negotiation at the time we hire the individual, taking into account his or her position,
qualifications, experience, prior salary level, and the base salaries of our other executive officers.
Thereafter, the compensation committee reviews the base salaries of our Named Executive Officers each
year as part of its annual compensation review, with input from our CEO (except with respect to his own
base salary) and makes adjustments as it determines to be reasonable and necessary to reflect the scope of
a Named Executive Officer’s performance, individual contributions and responsibilities, position in the
case of a promotion, and market conditions.
In September 2019, the compensation committee reviewed the base salaries of our Named
Executive Officers, taking into consideration a competitive market analysis and the recommendations of
our CEO (except with respect to his own base salary), as well as the other factors described in
“Compensation-Setting Process – Setting Target Total Direct Compensation” above. Following this
review, the compensation committee determined to maintain the base salary of our CEO at its fiscal 2019
level and to increase the base salaries of our other Named Executive Officers to levels that were
comparable to those of similarly-situated executives in the competitive marketplace. The base salary
adjustments were effective August 1, 2019.
The base salaries of our Named Executive Officers for fiscal 2020 were as follows:
Named Executive Officer
Mr. Chaudhry
Mr. Canessa
Mr. Rajic (1)
Dr. Sinha
Mr. Schlossman
Fiscal 2019
Base Salary
Fiscal 2020
Base Salary
Percentage
Adjustment
$23,660
$300,000
---
$300,000
$275,000
$23,660
$350,000
$400,000
$350,000
$315,000
0 %
16.7 %
---
16.7 %
14.5 %
(1) In connection with his appointment as our President Go-To-Market and Chief Revenue Officer in
September 2019, the compensation committee set the initial annual base salary of Mr. Rajic at $400,000.
The base salaries paid to our named executive officers during fiscal 2020 are set forth in the
“Fiscal 2020 Summary Compensation Table” below.
Cash Bonuses
We use our Employee Incentive Compensation Plan, a cash bonus plan, to motivate employees
selected by the compensation committee, including our Named Executive Officers, to achieve our annual
business goals. Our Employee Incentive Compensation Plan allows our compensation committee to
provide cash incentive awards to employees selected by our compensation committee, including our
Named Executive Officers, based upon performance goals established by our compensation committee.
Pursuant to the Employee Incentive Compensation Plan, our compensation committee, in its sole
discretion, establishes a target award for each executive and a bonus pool for the executives as a group,
with actual awards payable from such bonus pool, with respect to the applicable performance period. For
fiscal 2020, the Employee Incentive Compensation Plan included semi-annual performance periods with
semi-annual award payouts after the end of the first six-month period (that is, the period from August 1,
2019 through January 31, 2020), and, then again, after the end of the fiscal year (that is, the period from
February 1, 2020 through July 31, 2020). In the case of Mr. Rajic, pursuant to the terms of his
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Employment Offer Letter, he was eligible to receive quarterly award payouts under the Employee
Incentive Compensation Plan.
The compensation committee administered the Employee Incentive Compensation Plan. As the
administrator of the plan, the compensation committee may, in its sole discretion and at any time,
increase, reduce, or eliminate a participant’s actual award, and/or increase, reduce, or eliminate the
amount allocated to the bonus pool for a particular performance period. The actual award may be below,
at or above a participant’s target annual cash bonus award, in the discretion of the administrator. Further,
the administrator may determine the amount of any increase, reduction, or elimination on the basis of
such factors as it deems relevant, and it is not required to establish any allocation or weighting with
respect to the factors it considers.
Actual awards under the Employee Incentive Compensation Plan are to be paid in cash (or its
equivalent) in a single lump sum only after they are earned, which requires continued employment
through the date the actual award is paid. The compensation committee reserved the right to settle an
actual award with a grant of an equity award under our then-current equity compensation plan, which
equity award may have such terms and conditions, as the compensation committee determines. Payment
of awards is to occur as soon as administratively practicable after they are earned, but no later than the
dates set forth in the Employee Incentive Compensation Plan.
Our board of directors and the compensation committee have the authority to amend, alter,
suspend, or terminate the plan, provided such action does not impair the existing rights of any participant
with respect to any earned awards.
Fiscal 2020 Target Annual Cash Bonus Award Opportunities
For purposes of the Employee Incentive Compensation Plan, cash bonus awards were based upon
target annual cash bonus award opportunities as determined by the compensation committee. In
September 2019, the compensation committee reviewed the target annual cash bonus award opportunities
of our Named Executive Officers. Following this review and after taking into consideration the factors
described in “Governance of Executive Compensation Program – Compensation-Setting Process” above,
the compensation committee determined to increase the target annual cash bonus award opportunities of
our Named Executive Officers for fiscal 2020 to levels that were comparable to those of similarly-situated
executives in the competitive marketplace. As in prior fiscal years, our CEO declined to participate in the
Employee Incentive Compensation Plan.
The target annual cash bonus award opportunities of our Named Executive Officers for fiscal
2020 were as follows:
Named Executive Officer
Mr. Chaudhry
Mr. Canessa
Mr. Rajic (1)
Dr. Sinha
Mr. Schlossman
Fiscal 2019 Target
Annual Cash Bonus
Award Opportunity
Fiscal 2020 Target
Annual Cash Bonus
Award Opportunity
Percentage
Adjustment
$0
$250,000
$400,000
$250,000
$150,000
---
67 %
---
100 %
100 %
$0
$150,000
---
$125,000
$75,000
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(1) In connection with his appointment as our President Go-To-Market and Chief Revenue Officer in
September 2019, the compensation committee set the target annual cash bonus award opportunity of Mr. Rajic at
$400,000. Mr. Rajic’s target annual cash bonus award opportunity was pro-rated during fiscal 2020 to reflect his 10
month’s employment with us.
Potential annual cash bonus awards for our Named Executive Officers under the Employee
Incentive Compensation Plan could range from zero to 150% of their target annual cash bonus award
opportunity.
Incentive Plan Performance Metrics
Under the Employee Incentive Compensation Plan, the compensation committee determined the
performance metrics and related target levels for the fiscal 2020 annual cash bonus awards. In October
2019, the compensation committee determined that, in the case of our CEO’s executive staff, which
included our other Named Executive Officers (the “Senior Executives”), 50% of the bonus pool to be
used to make cash bonus awards would be reserved for distribution in the discretion of our CEO (subject
to final approval by the compensation committee) based on his evaluation of each Senior Executive’s
individual performance and our corporate performance. The remaining 50% of the bonus pool to be used
to make cash bonus awards would be distributed based on two equally weighted corporate performance
metrics: revenue and calculated billings.
The compensation committee selected revenue and calculated billings as the appropriate
corporate performance metrics for the Senior Executives because, in its view, these metrics were key
indicators of our periodic performance and our progress in executing on our business strategy.
For purposes of the Senior Executives’ cash bonus awards:
•
•
“revenue” represented total revenue calculated in accordance with generally accepted
accounting principles, or GAAP, as reported in our audited financial statements; and
“calculated billings” represented our total revenue plus the change in deferred revenue in a
given fiscal period. Calculated billings in any particular fiscal period aims to reflect
amounts invoiced for subscriptions to access our cloud platform, together with related
support services for our new and existing customers.
As reflected in our annual operating plan presented to and approved by our board of directors, the
target levels established for revenue and calculated billings for the full year of fiscal 2020 by the
compensation committee were as follows:
Performance Metric
Revenue
Full Year Fiscal 2020
$443,000,000
Calculated Billings
$532,500,000
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In addition, the compensation committee determined that our Senior Executives were eligible to
earn cash bonus awards to the extent that we achieved the minimum thresholds for revenue and calculated
billings for each performance period in fiscal 2020 as set forth in the following schedule:
Metric Achievement
Less than 90%
90% - 95%
95% - 100%
100% - 105%
105% - 110%
>110%
Payment
0%
70% to 90% linear
Bonus Attainment
No payout below 90% achievement
90% attainment pays 70%, and 95% pays 90%
90% to 100% linear
95% attainment pays 90% and 100% pays 100%
100% to 125% linear
100% attainment pays 100%, and 105% pays 125%
125% to 150% linear
105% attainment pays 125%, and 110% pays 150%
TBD
Payout over 150%, determined in the discretion of
the board of directors
The compensation committee also determined that the 50% of the bonus pool reserved for
distributions in the discretion of our CEO was to be funded based on achievement of the revenue and
calculated billings targets. If the average level of achievement for the applicable performance
period for revenue and calculated billings was less than 90%, the discretionary bonus pool would not
be funded. If the average level of achievement was equal to or greater than 90% but less than 100%, the
discretionary pool would be funded at 100%. If the average level of achievement was equal to or greater
than 100%, the discretionary pool would be funded at 150%.
Cash Bonus Payments (Other than Mr. Rajic)
As previously described, our Senior Executives (other than Mr. Rajic) were eligible for cash
bonus awards only in an amount, if any, determined by the extent that we met or exceeded the applicable
minimum threshold for revenue and calculated billings for each half of fiscal 2020. In March 2020, the
compensation committee determined that we had achieved 97.9% of our revenue target and 98.9% of our
calculated billing target for the first half of fiscal 2020, resulting in cash payments equal to 95.8% and
97.8%, respectively. In addition, because the average level of achievement for these metrics for the first
half of fiscal 2020 was greater than 90% but less than 100%, the discretionary portion of the bonus pool
reserved for our CEO was funded at 100%. Our CEO determined (with compensation committee
approval) that, because we had not fully achieved our target performance levels for the two corporate
performance metrics and factoring in our performance with respect to other key metrics that we use
internally to monitor our financial progress against our annual operating plan, it was appropriate to only
award approximately 43% of the discretionary bonus pool to each of our Senior Executives. As a result,
the cash bonus payments to our eligible Named Executive Officers for the first half of the year were equal
to 70% of their target semi-annual cash bonus opportunities for that period as follows:
Named Executive
Officer
Mr. Canessa
Mr. Sinha
Mr. Schlossman
First Half Target
Bonus Opportunity
$125,000
$125,000
$75,000
First Half Bonus Payment
$87,500
$87,500
$52,500
In September 2020, the compensation committee determined that we had achieved 96.9% of our
revenue target and 106.3% of our calculated billing target for the second half of fiscal 2020, resulting in
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cash payments equal to 93.8% and 131.5%, respectively. In addition, because the average level of
achievement for these metrics for second half of fiscal 2020 was greater than 100%, the discretionary
portion of the bonus pool reserved for our CEO was funded at 150%. Our CEO determined (with
compensation committee approval) that, because we had significantly exceeded our calculated billings
target for the second half of the fiscal year and factoring in our performance with respect to other key
metrics that we use internally to monitor our financial progress against our annual operating plan, it was
appropriate to award 100% of the discretionary bonus pool to each of our Senior Executives. As a result,
the cash bonus payments to our eligible Named Executive Officers for the second half of the year were
equal to 131.3% of their target annual cash bonus award opportunities for that period.
In addition, given our outstanding performance for the full fiscal year, which resulted in our
exceeding our calculated billings target for fiscal 2020 and factoring in our performance with respect to
other key metrics that we use internally to monitor our financial progress against our annual operating
plan, our CEO determined (with compensation committee approval) to pay our Senior Executives the
unpaid portion of the CEO’s discretionary bonus pool from the first half of the fiscal year.
As a result, the cash bonus payments to our eligible Named Executive Officers (other than Mr.
Rajic) for the second half of the year were as follows:
Named Executive
Officer
Second Half Target
Bonus Opportunity
Second Half
Bonus Payment
Mr. Canessa
Mr. Sinha
Mr. Schlossman
$125,000
$125,000
$75,000
$164,156
$164,156
$98,494
Bonus Catchup
for First Half of
Fiscal 2020
Total Second
Half Bonus
Payment
$37,500
$37,500
$22,500
$201,656
$201,656
$120,994
Cash Bonus Payments for Mr. Rajic
As provided pursuant to his Employment Offer Letter, Mr. Rajic was eligible to participate in the
Employee Incentive Compensation Plan on the same terms and conditions, described above for our other
Senior Executives, subject to determination and receipt of his cash bonus payments on a quarterly, rather
than a semi-annual, basis.
As previously described, given our outstanding performance for the full fiscal year, which
resulted in our exceeding our calculated billings target for fiscal 2020 and factoring in our performance
with respect to other key metrics that we use internally to monitor our financial progress against our
annual operating plan, our CEO determined (with compensation committee approval) to pay Mr. Rajic the
unpaid portion of the CEO’s discretionary bonus pool from the first half of the fiscal year. Based on our
corporate performance and the exercise of our CEO’s discretion, the cash bonus payments to Mr. Rajic
for fiscal 2020 were as follows:
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Fiscal Period
First Fiscal Quarter
Second Fiscal Quarter
Third Fiscal Quarter
Fourth Fiscal Quarter
Total
Quarterly
Target Bonus
Opportunity
$33,333 (1)
$100,000
$100,000
$100,000
Bonus Catchup
for First Half of
Fiscal 2020
$28,567
Quarterly
Bonus Payment
$33,433
$70,000
$102,900
$161,975
$368,308
(1) Mr. Rajic’s target annual cash bonus award opportunity was pro-rated for the first fiscal quarter
to reflect his September 10, 2019 employment hire date.
The cash bonuses paid to our Named Executive Officers for fiscal 2020 are set forth in the “Fiscal
2020 Summary Compensation Table” below.
Long-Term Incentive Compensation
We view long-term incentive compensation in the form of equity awards as a critical element of
our executive compensation program. We use equity awards to incentivize and reward our Named
Executive Officers for long-term corporate performance based on the value of our common stock and,
thereby, to align the interests of our Named Executive Officers with those of our stockholders.
Currently, we use RSU awards and PSU awards to retain, motivate, and reward our Named
Executive Officers for long-term increases in the value of our common stock and, thereby, to align their
interests with those of our stockholders. Our PSU awards provide that our Named Executive Officers may
earn shares of our common stock based on our achievement of pre-established target levels for one or
more financial or operational performance measures as well as continued service. We also grant RSU
awards with solely time-based vesting requirements to our Named Executive Officers other than our
CEO. Because RSU awards have value to the recipient even in the absence of stock price appreciation, we
are able to incentivize and retain our Named Executive Officers using fewer shares of our common stock
than would be necessary if we regularly used stock options to provide equity to our executive officers. In
addition, because the value of these RSU and PSU awards increases with any increase in the value of the
underlying shares, RSU and PSU awards also provide incentives to our Named Executive Officers that
are aligned with the interests of our stockholders.
To date, the compensation committee has not applied a rigid formula in determining the size and
form of the equity awards to be granted to our Named Executive Officers. Instead, in making these
decisions, the compensation committee has exercised its judgment as to the amount and form of the
awards. The compensation committee considers the retention value of the equity compensation held by
the Named Executive Officer, the cash compensation received by the Named Executive Officer, a
competitive market analysis performed by its compensation consultant, the recommendations of our CEO
(except with respect to his own equity awards), the amount of equity compensation held by the Named
Executive Officer (including the current economic value of his or her unvested equity and the ability of
these unvested holdings to satisfy our retention objectives), and the other factors described in
“Compensation-Setting Process – Setting Target Total Direct Compensation” above. Based upon these
factors, the compensation committee has determined the size of each award at levels it considered
appropriate to create a meaningful opportunity for reward predicated on the creation of long-term
stockholder value.
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Fiscal 2020 “Refresh” Equity Awards
In May 2020, the compensation committee approved long-term incentive compensation
opportunities in the form of “refresh” equity awards to our Named Executive Officers (other than our
CEO) in amounts that it considered to be consistent with our compensation philosophy and its desired
market positioning. The number of shares of our common stock subject to the RSU awards and the
number of units subject to the PSU awards granted to our Named Executive Officers (viewed in the
aggregate by value) was determined by the compensation committee based on its consideration of the
factors described above. The “refresh” equity awards approved for grant to our Named Executive Officers
in May 2020 were as follows:
Named Executive Officers
Mr. Chaudhry
Mr. Canessa
Dr. Sinha
Mr. Rajic
Mr. Schlossman
Restricted Stock Unit Award
(Number of shares)
---
Performance Stock Unit
(Target number of units)
---
58,027
67,698
67,698
29,014
38,685
67,698
67,698
29,014
The effective grant date of the RSU awards was June 2, 2020. The RSU awards will vest over a
four-year period as follows: 6.25% of the shares of common stock subject to the award vest on December
15, 2020, and 6.25% of the shares subject to the award vest on each subsequent Quarterly Vesting Date
over the subsequent 45 months.
The PSU awards will be earned (if at all) over a five-year period with the applicable performance
measure or measures and related target performance levels to be determined by the compensation
committee in the first quarter of fiscal 2022. The actual number of units earned will be between 0% and
125% of the target number of units based on our actual performance against the applicable performance
measure or measures over fiscal 2022. Twenty-five percent of the earned units subject to the award will
vest on September 15, 2022, with the remaining earned units vesting as to 6.25% of such earned units on
each Quarterly Vesting Date over the subsequent three years.
Fiscal 2020 Performance Period PSU Awards
In October 2019, the compensation committee determined that PSU awards previously granted to
our Named Executive Officers for the fiscal 2020 performance year were to be earned based on our level
of attainment of two equally weighted performance metrics: revenue and calculated billings. The
compensation committee selected revenue and calculated billings as the appropriate corporate
performance metrics for the Fiscal 2020 PSU Awards because, in its view, these metrics were key
indicators of our periodic performance and our progress in executing our business strategy.
For purposes of the Fiscal 2020 PSU Awards, “revenue” and “calculated billings” had the same
meanings as under the Employee Incentive Compensation Plan for the Senior Executives. For fiscal 2020,
the revenue and calculated billing levels for the Fiscal 2020 PSU Awards were greater than the amount
achieved in the comparable period for the prior fiscal year and represented a very aggressive target for
fiscal 2020. For purposes of the Fiscal 2020 PSU Awards, our Named Executive Officers were eligible to
earn the units underlying and subject to these awards to the extent that we achieved the pre-established
performance thresholds for revenue and calculated billings for fiscal 2020.
-47-
For the fiscal 2020 performance year, the total number of units that could be earned scaled from
0% to 150% of the target number of units, based on actual achievement of the fiscal 2020 performance
metrics as follows:
Metric Achievement
Less than 90%
90% - 95%
95% - 100%
100% - 105%
105% - 110%
Payment
0%
PSU Award Attainment
No attainment below 90% achievement
70% to 90% linear
90% attainment pays 70%, and 95% pays 90%
90% to 100% linear
95% attainment pays 90% and 100% pays 100%
100% to 125% linear
100% attainment pays 100%, and 105% pays 125%
125% to 150% linear
105% attainment pays 125%, and 110% pays 150%
In September 2020, our revenue and calculated billings results for fiscal 2020 were presented to
the compensation committee for review. After reviewing and analyzing these results, the compensation
committee certified that, for the performance period ended July 31, 2020, our calculated billings were
achieved at 115.70% of the target performance level and our revenue was achieved at 94.71% of the
target performance level, resulting in the following award payments:
Named Executive
Officer
Performance Stock
Unit Award (Target
number of units)
Calculated Billings
Performance
Measure – Units
Earned
Revenue
Performance
Measure – Units
Earned
Performance Stock
Unit Award (Total
Units awarded)
Mr. Chaudhry
Mr. Canessa
Dr. Sinha
Mr. Rajic
Mr. Schlossman
150,000
28,125
62,500
23,182
31,250
86,777
16,271
36,157
13,411
18,079
71,033
13,319
29,597
10,978
14,799
157,810
29,590
65,754
24,389
32,878
In the case of Messrs. Chaudhry and Rajic, following certification of our achievement against the
applicable performance metrics, 100% of the units earned by them vested on September 15, 2020. In the
case of Messrs. Canessa, Sinha, and Schlossman, following certification of our achievement against the
applicable performance metrics, their earned units vest in 16 equal quarterly installments beginning on
December 15, 2020. For each PSU awards, receipt of any shares of common stock underlying the awards
is subject to the applicable Named Executive Officer continuing to be a service provider through any
vesting date. Each unit earned pursuant to a Fiscal 2020 PSU Award was to be settled for one share of our
common stock.
For details of Mr. Rajic’s new hire equity awards see “Employment Arrangements” and
“Potential Payments Upon Termination or Change in Control” below. .
The equity awards granted to our Named Executive Officers in fiscal 2020 are set forth in the
“Fiscal 2020 Summary Compensation Table” and the “Fiscal 2020 Grants of Plan-Based Awards Table”
below.
Health and Welfare Benefits
Our Named Executive Officers are eligible to receive the same employee benefits that are
generally available to all employees, subject to the satisfaction of certain eligibility requirements. These
benefits include medical, dental, and vision insurance, business travel insurance, an employee assistance
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program, health and dependent care flexible spending accounts, basic life insurance, accidental death and
dismemberment insurance, short-term and long-term disability insurance and reimbursement for mobile
phone coverage.
We maintain a tax-qualified retirement plan, or the 401(k) plan, that provides eligible employees,
including our Named Executive Officers, with an opportunity to save for retirement on a tax-advantaged
basis. Eligible employees are able to participate in the 401(k) Plan as of the first day of the month
following the date they meet the plan’s eligibility requirements, and participants are able to defer up to
100% of their eligible compensation subject to applicable annual limits as set under the Internal Revenue
Code. All participants’ interests in their deferrals are 100% vested when contributed. During fiscal 2020,
we began making employer matching contributions to the 401(k) plan in an amount of up to $2,000
annually on a dollar for dollar basis.
The 401(k) Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code
with the plan’s related trust intended to be tax-exempt under Section 501(a) of the Internal Revenue Code.
As a tax-qualified retirement plan, contributions to our 401(k) Plan and earnings on those contributions
are not taxable to our employees until distributed from the plan.
We design our employee benefits programs to be affordable and competitive in relation to the
market as well as compliant with applicable laws and practices. We adjust our employee benefits
programs as needed based upon regular monitoring of applicable laws and practices and the competitive
market.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our
executive compensation program. Accordingly, we do not provide significant perquisites or other
personal benefits to our Named Executive Officers, except as generally made available to our employees
or in situations where we believe it is appropriate to assist an individual in the performance of his or her
duties, to make him or her more efficient and effective, and for recruitment and retention purposes.
During fiscal 2020, none of our Named Executive Officers received perquisites or other personal benefits
that were, in the aggregate, $10,000 or more for any individual.
We have in the past and may in the future, we may provide perquisites or other personal benefits
in limited circumstances, such as those described in the preceding paragraph. All future practices with
respect to perquisites or other personal benefits will be approved and subject to periodic review by the
compensation committee.
Employment Arrangements
We entered into written employment agreement with our CEO and employment offer letters with
our other named executive officers in connection with their employment with us. We believe that these
arrangements were necessary to induce these individuals to forego other employment opportunities or
leave their then-current employer for the uncertainty of a demanding position in a new and unfamiliar
organization.
In filling each of our executive positions, our board of directors or the compensation committee,
as applicable, recognized that it would need to develop competitive compensation packages to attract
qualified candidates in a dynamic labor market. At the same time, our board of directors and the
compensation committee were sensitive to the need to integrate new executive officers into the executive
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compensation structure that we were seeking to develop, balancing both competitive and internal equity
considerations.
Each of these arrangements provides for “at will” employment (meaning that either we or the
executive officer may terminate the employment relationship at any time without cause) and sets forth the
initial compensation arrangements for the executive officer, including their base salary, target annual cash
bonus opportunity (expressed as fixed amount or as a percentage of his or her base salary), participation
in our employee benefit programs, eligibility for future equity awards, and reimbursement for all
reasonable and necessary business expenses.
In addition, in the case of our named executive officers, their employment offer letters and other
agreements provide that the executive officer will be eligible to receive certain severance payments and
benefits in connection with certain terminations of employment. These post-employment compensation
arrangements are discussed in “Post-Employment Compensation” below.
For detailed descriptions of the employment arrangements with our named executive officers, see
“Potential Payments upon Termination or Change in Control” below.
Post-Employment Compensation
The employment offer letters with certain of our Named Executive Officers provide them with
certain protection in the event of their termination of employment other than for “cause,” death, or
“disability” (as such terms are defined in the employment offer letters). In addition, our Named Executive
Officers, are participants in our Change of Control and Severance Policy, or the Change in Control
Policy, which provides for certain protections in the event of a termination of employment in connection
with a change in control of the Company. We believe that these protections were necessary to induce
these individuals to leave their former employment for the uncertainty of a demanding position in a new
and unfamiliar organization and help from a retention standpoint and to retain their services on an
ongoing basis. We also believe that these arrangements provided by the Change in Control Policy help
maintain the continued focus and dedication of our Named Executive Officers to their assigned duties to
maximize stockholder value if there is a potential transaction that could involve a change in control of the
Company.
These arrangements provide reasonable compensation to a Named Executive Officer if he or she
leaves our employ under certain circumstances to facilitate his or her transition to new employment.
Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes
or litigation by conditioning post-employment compensation and benefits on a departing Named
Executive Officer signing a separation and release agreement acceptable to us.
Under the Change in Control Policy, all payments and benefits in the event of a change in control
of the Company are payable only if there is a subsequent loss of employment by a Named Executive
Officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of
outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention
value following a change in control of the Company and to avoid windfalls, both of which could occur if
vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.
In the event of a change in control of the Company, to the extent Section 280G or 4999 of the
Internal Revenue Code is applicable to a Named Executive Officer, such individual is entitled to receive
either:
-50-
•
•
payment of the full amounts specified in the policy to which he or she is entitled; or
payment of such lesser amount that does not trigger the excise tax imposed by Section
4999, whichever results in him or her receiving a higher amount after taking into account
all federal, state, and local income, excise and employment taxes.
We do not use excise tax payments (or “gross-ups”) relating to a change in control of the
Company and have no such obligations in place with respect to any of our named executive officers.
We believe that having in place reasonable and competitive post-employment compensation
arrangements, including in the event of a change in control of the Company, are essential to attracting and
retaining highly-qualified executive officers. The compensation committee does not consider the specific
amounts payable under the post-employment compensation arrangements when determining the annual
compensation for our named executive officers. We do believe, however, that these arrangements are
necessary to offer compensation packages that are competitive.
For detailed descriptions of the post-employment compensation arrangements with our named
executive officers, as well as an estimate of the potential payments and benefits payable under these
arrangements, see “Potential Payments upon Termination or Change in Control” below.
Other Compensation Policies
Hedging and Pledging Prohibitions
Under our Insider Trading Policy, our employees (including officers) and members of our board
of directors are prohibited from making short-sales and engaging in transactions in publicly-traded
options, such as puts and calls, and other derivative securities with respect to our securities. This latter
prohibition extends to any hedging or similar transaction designed to decrease the risks associated with
holding our securities. In addition, under our Insider Trading Policy, our employees and members of our
board of directors are prohibited from using our securities as collateral for a loan or holding our securities
in a margin account.
Tax and Accounting Considerations
The compensation committee takes the applicable tax and accounting requirements into
consideration in designing and overseeing our executive compensation program.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of
compensation a public company can deduct in any one year for certain executive officers. While our
compensation committee considers tax deductibility as one factor in determining executive compensation,
our compensation committee also looks at other factors in making its decisions, as noted above, and
retains the flexibility to award compensation that it determines to be consistent with the goals of our
executive compensation program even if the awards are not deductible by us for tax purposes.
Taxation of “Parachute” Payments
Sections 280G and 4999 of the Internal Revenue Code provide that executive officers and
directors who hold significant equity interests and certain other service providers may be subject to
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significant additional taxes if they receive payments or benefits in connection with a change in control of
the company that exceeds certain prescribed limits, and that the company (or a successor) may forfeit a
deduction on the amounts subject to this additional tax. We have not agreed to provide any executive
officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any
tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of
the Internal Revenue Code.
Section 409A of the Internal Revenue Code
Section 409A of the Internal Revenue Code imposes additional significant taxes in the event that
an executive officer, director or service provider receives “deferred compensation” that does not satisfy
the requirements of Section 409A of the Internal Revenue Code. Although we do not maintain a
traditional nonqualified deferred compensation plan for our executive officers, Section 409A of the
Internal Revenue Code does apply to certain severance arrangements, bonus arrangements and equity
awards, and we have structured all such arrangements and awards in a manner to either avoid or comply
with the applicable requirements of Section 409A of the Internal Revenue Code.
Accounting for Stock-Based Compensation
The compensation committee takes accounting considerations into account in designing
compensation plans and arrangements for our executive officers and other employees. Chief among these
is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic
718”), the standard which governs the accounting treatment of certain stock-based compensation. Among
other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all
equity awards granted to our executive officers and other employees. This compensation expense is based
on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the
award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This
compensation expense is also reported in the compensation tables below, even though recipients may
never realize any value from their equity awards.
Employment Offer Letter with Remo Canessa
Under Mr. Canessa’s employment offer letter, if we terminate Mr. Canessa’s employment with us
other than for “cause,” death or “disability” outside of the period beginning on a “change of control” (as
such terms are defined in the Severance Policy) and ending 12 months following the change of control, he
will be entitled to receive (i) accelerated vesting as to the number of unvested shares subject to equity
awards that otherwise would have vested during the 6 months following the date his employment with us
terminates had he remained employed with us through such time; (2) extension of the period of time in
which he has to exercise his vested options until the date that is 12 months following his termination date,
subject to earlier termination on a change in control (or similar transaction) pursuant to the terms of the
equity plan under which the options are granted; and (3) severance pay at a rate equal to 100% of his base
salary, as then in effect, for a period of 6 months following the date of such termination, payable in
accordance with our normal payroll practices.
To receive the severance benefits upon a qualifying termination, Mr. Canessa must sign and not
revoke a release of claims within the time specified in his employment offer letter.
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Employment Offer Letter with Dali Rajic
Under Mr. Rajic's employment offer letter, if we terminate Mr. Rajic's employment with us other
than for “cause” or he resigns for “good reason”, outside of the “change of control period (as such terms
are defined in the employment offer letter), he will be entitled to receive (i) severance pay at a rate equal
to 100% of his base salary, as then in effect (less applicable withholdings) for a period of six months
following the date of such termination; (ii) extension of the period of time in which he will have to
exercise his vested options to purchase our common stock subject to the Option until the date that is 12
months following his termination date, subject to earlier termination on a change in control (or similar
transaction) pursuant to the terms of the equity plan under which the options were granted; (iii) any
unvested Buyout RSU Grant 1 shares will vest; and (iv) if such termination occurs prior to the two year
anniversary of his employment hire date, the Buyout RSU Grant 2, the New Hire RSU Grant and the
Option will vest as to shares that would have vested had Mr. Rajic remained employed for six months
after his termination date. Further, If Mr. Rajic is subject to a "qualifying termination" (as defined in the
employment offer letter), he will be entitled to an extension of the period of time in which he will have to
exercise his vested options to purchase our common stock subject to the Option until the date that is 12
months following his termination date, subject to earlier termination on a change in control (or similar
transaction) pursuant to the terms of the equity plan under which the options were granted.
To receive the severance benefits upon a qualifying termination, Mr. Rajic must sign and not
revoke a release of claims within the time specified in his employment offer letter.
Employment Offer Letter with Robert Schlossman
Under Mr. Schlossman’s employment offer letter, if we terminate Mr. Schlossman’s employment
with us other than for “cause” or he resigns for “good reason”, without a “change of control” (as such
terms are defined in the employment offer letter), he will be entitled to receive continuing severance pay
at a rate equal to 100% of his base salary, as then in effect, for a period of 3 months from the date of such
termination, to be paid periodically in accordance with the Company’s normal payroll practices.
To receive the severance benefits upon a qualifying termination, Mr. Schlossman must sign and
not revoke a release of claims within the time specified in his employment offer letter.
Change of Control and Severance Policy
Our board of directors adopted a Change of Control and Severance Policy, or the Severance
Policy. Each of our current executive officers is a participant in the Severance Policy. Under the
Severance Policy, if we terminate a participant other than for “cause,” death or “disability” or the named
executive officer resigns for “good reason” during the period beginning on a “change of control” (as such
terms are defined in the Severance Policy) and ending 12 months following the change of control (which
we refer to as the change of control period), such named executive officer will be eligible to receive the
following severance benefits:
•
•
100% of the then-unvested shares subject to his then-outstanding equity awards will
become vested and exercisable, and in the case of equity awards with performance-based
vesting, all performance goals and other vesting criteria will be deemed achieved at the
specified percentage of target levels;
a lump-sum payment equal to 100% of the greatest of (i) a participant's annual base salary
as in effect immediately prior to his termination, (ii) if the termination is a resignation for
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good reason based on a material reduction in base salary, a participant's annual base salary
as in effect immediately prior to such reduction, or (iii) a participant's annual base salary as
in effect immediately prior to the change of control;
a lump-sum payment equal to (i) 100% of a participant's target annual bonus for the fiscal
year in which the termination occurs plus (ii) a pro-rated portion of such target annual
bonus reduced by any bonus payments made during such fiscal year; and
a lump-sum health benefit severance payment of $36,000.
•
•
To receive the severance benefits upon a qualifying termination, a named executive officer must
sign and not revoke a release of claims within the time specified in the Severance Policy. If we discover
after a named executive officer receives severance benefits that grounds for terminating him for cause
existed, such named executive officer will not receive any further severance benefits under the Severance
Policy, and to the extent permitted by law, the named executive officer will be required to repay to us any
severance payments and benefits (or gain derived from such payments and benefits) he received under the
Severance Policy.
If any of the payments or benefits provided for under the Severance Policy or otherwise payable
to a named executive officer would constitute “parachute payments” within the meaning of Section 280G
of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the
Internal Revenue Code, then the named executive officer will be entitled to receive either full payment of
such payments and benefits or such lesser amount which would result in no portion of the benefits being
subject to the excise tax, whichever results in the greater amount of after-tax benefits to him.
In addition to the benefits described above, Mr. Canessa’s 12-month extended post-termination
exercise period continues to apply for a qualified termination during the change of control period.
Fiscal Year 2018 Equity Incentive Plan and 2007 Stock Plan
Our Fiscal Year 2018 Equity Incentive Plan (the “2018 Plan”) provides that in the event of a
merger or change in control, as defined under our 2018 Plan, each outstanding award will be treated as the
administrator determines, without a participant’s consent. The administrator is not required to treat all
awards or participants similarly.
In the event that a successor corporation or its parent or subsidiary does not assume or substitute
an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such
award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed
achieved at 100% of target levels and all other terms and conditions met and such award will become
fully exercisable, if applicable. If an option or stock appreciation right is not assumed or substituted, the
administrator will notify the participant in writing or electronically that such option or stock appreciation
right will be exercisable for a period of time determined by the administrator in its sole discretion and the
option or stock appreciation right will terminate upon the expiration of such period.
In the event of a change in control, with respect to awards granted to an outside director, his or
her options and stock appreciation rights, if any, will vest fully and become immediately exercisable, all
restrictions on his or her restricted stock and restricted stock units will lapse and all performance goals or
other vesting requirements for his or her performance shares and units will be deemed achieved at 100%
of target levels, and all other terms and conditions met.
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Our 2007 Plan provides that, in the event of a merger or change in control, as defined under our
2007 Plan, each outstanding award may be assumed or substituted for an equivalent award. In the event
that awards are not assumed or substituted for, then the vesting of outstanding awards will be accelerated,
and stock options will become exercisable in full prior to such transaction. In addition, if an option is not
assumed or substituted in the event of a merger or change in control, the administrator will notify the
participant that such award will be fully vested and exercisable for a specified period prior to the
transaction, and such award will terminate upon the expiration of such period for no consideration, unless
otherwise determined by the administrator.
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Fiscal 2020 Summary Compensation Table
The following table presents information regarding the compensation awarded to, earned by and paid
to each individual who served as one of our named executive officers during fiscal 2020, fiscal 2019 and
fiscal 2018.
Name and Principal
Position
Jay Chaudhry
President and Chief
Executive Officer
Year
2020
2019
Salary
($)
23,660
Bonus
($)
Stock
Awards
($)(1)(2)
Option
Awards
($)(3)
— 6,597,000
23,660
— 5,556,000
2018
96,500
—
—
Remo Canessa
2020
350,000
— 7,397,664
Chief Financial Officer 2019
300,000
— 3,125,250
2018
300,000
—
—
Amit Sinha. Ph.D.
2020
350,000
— 9,936,247
President of Research
and Development, Chief
Technology Officer
2019
300,000
— 6,945,000
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
—
—
Total
($)
6,620,660
—
—
289,156
—
169,359
289,156
—
—
5,579,660
200,809
297,309
—
—
—
—
—
8,036,820
3,425,250
469,359
10,575,403
7,245,000
—
—
—
—
—
—
—
—
Dali Rajic(4)
2020
356,667
— 19,625,876
3,414,630
2018
300,000
—
—
—
129,519
368,308
1,457
430,976
—
23,765,481
President Go-To-Market
and Chief Revenue
Officer
Robert Schlossman(5)
2020
315,000
— 4,454,791
Chief Legal Officer
2019
275,000
— 3,472,500
—
—
173,494
—
—
—
4,943,285
3,747,500
___________________________
(1) The amounts reported represent the grant date fair value of the awards granted to the named executive officers during the
respective fiscal years as computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the
grant date fair value of the awards reported in this column are set forth in Note 10 to our audited consolidated financial
statements included in our Annual Report on Form 10-K for our fiscal year ended July 31, 2020. The awards for fiscal
year 2020 are comprised of (i) time-based RSU and (ii) PSU awards. The amounts shown in respect of the PSUs represent
the grant date fair value of the second tranche of the PSU award that was granted in October 2018 based upon the probable
outcome of the fiscal 2020 performance conditions as of the grant date. The grant date fair value of the PSU awards
granted in fiscal year 2020 assuming achievement of the maximum level of performance are: Mr. Chaudhry, $9,895,500;
Mr. Canessa, $1,855,428; Dr. Sinha $4,123,125; Mr. Rajic $1,529,317; and Mr. Schlossman $2,061,563. These amounts do
not necessarily correspond to the actual value recognized by our name executive officers. For example, PSUs were earned
at 105.2% for fiscal year 2020.
(2) The awards for fiscal year 2019 are comprised of (i) time-based RSU and (ii) PSU awards. The amounts shown in respect
of the PSUs represent the grant date fair value of the first of multiple tranches of the PSU award that was granted in
October 2018 based upon the probable outcome of the fiscal year 2019 performance condition as of the grant date. The
grant date fair value of the PSU awards granted in fiscal years 2019 assuming achievement of the maximum level of
performance are: Mr. Chaudhry, $8,334,000; Mr. Canessa $1,562,625; Dr. Sinha $3,472,500; and Mr. Schlossman
$1,736,250. These amounts do not necessarily correspond to the actual value recognized by our named executive officers.
For example, no PSUs were earned for fiscal year 2019.
(3) The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive
officers, calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the
awards reported in this column are set forth in Note 10 to our audited consolidated financial statements included in our
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Annual Report on Form 10-K for our fiscal year ended July 31, 2020. These amounts do not necessarily correspond to the
actual value recognized by the named executive officers.
(4) Mr. Rajic was hired as an executive officer in fiscal 2020.
(5) Mr. Schlossman was an executive officer but not a named executive officer for fiscal 2018.
Fiscal 2020 Grants of Plan-Based Awards Table
The following table sets forth certain information with respect to all plan-based awards granted to
our named executive officers during fiscal 2020.
Estimated Possible Payouts under
Non-Equity Incentive Plan Awards (1)
Estimated Possible Payouts under
Equity Incentive Plan Awards (2)
Name
Jay Chaudhry
Remo Canessa
Grant Date
10/31/2019
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
—
—
—
—
150,000
225,000
10/31/2019
—
250,000
375,000
—
—
—
10/31/2019
06/02/2020
—
—
—
—
—
—
Amit Sinha, Ph.D.
10/31/2019
—
250,000
375,000
10/31/2019
06/02/2020
—
—
—
—
—
—
Dalibor Rajic
10/31/2019
—
333,333
500,000
—
28,125
42,188
—
—
—
—
—
—
—
62,500
93,750
—
—
—
—
—
—
All Other
Stock
Awards:
Number of
shares of
Stock or
Units
(#)
—
—
—
58,027(4)
—
—
67,698(4)
Exercise Price
of Option
Awards
($)(3)
—
—
—
—
—
—
—
Grant Date Fair
Value of Stock
and Options
Awards
($)(3)
6,597,000
—
1,236,938
6,160,727
—
2,748,750
7,187,497
—
49.59
—
09/12/2019
10/31/2019
10/31/2019
10/31/2019
10/31/2019
10/31/2019
06/02/2020
—
—
—
—
—
—
Robert Schlossman
10/31/2019
—
150,000
225,000
150,000(5)
74,182(6)
46,364(7)
46,364(8)
92,727(9)
67,698(4)
—
23,182
34,773
—
—
—
—
—
10/31/2019
06/02/2020
—
—
—
—
—
—
—
31,250
46,875
—
29,014(4)
—
—
—
—
—
—
—
—
—
—
3,414,630
3,262,524
2,039,089
2,039,089
4,078,133
1,019,544
7,187,497
—
1,374,375
3,080,416
___________________________
(1) These amounts reflect the fiscal 2020 target cash bonus amounts for each of our named executive officers under our
Incentive Compensation Plan. Mr. Chaudhry did not participate in the Incentive Compensation Plan. Mr. Rajic amounts
were pro-rated based on date of hire of September 12, 2019. There are no threshold bonus amounts under the Incentive
Compensation Plan. As set forth in the Summary Compensation Table, bonuses were earned for fiscal 2020 at 105.2%. As
such, the amounts set forth do not represent actual compensation earned or earnable by the named executive officers for
fiscal 2020. For a description of the Incentive Compensation Plan, see “Compensation Discussion and Analysis –Annual
Cash Bonuses” above.
(2) These amounts reflect PSUs for the 2020 fiscal year performance period for which performance metrics were established
during the 2020 fiscal year under our 2018 Equity Incentive Plan. The PSUs were eligible to be earned based on the
achievement of 2020 fiscal year revenue and calculated billing targets established by the compensation committee. There
were no threshold amounts for the 2020 fiscal year performance period. The amounts set forth do not represent actual
compensation earned or earnable by the named executive officers for fiscal 2020. For a description of the 2020 fiscal year
PSU program, see “Compensation Discussion and Analysis –Long-Term Incentive Compensation” above.
-57-
(3) The amounts reported represent the aggregate grant date fair value of the stock awards granted to our named executive
officers in fiscal 2020, calculated in accordance with ASC Topic 718. The assumptions used in calculating the grant date
fair value are set forth in the notes to our consolidated financial statements included in the Annual Report. These amounts
do not necessarily correspond to the actual value recognized by our named executive officers.
(4) The RSUs vest in 16 equal quarterly installments beginning on December 15, 2020.
(5) The options vest as follows: (i) 25% on the one year anniversary of the grant date, and (ii) 1/48th each month thereafter.
(6) The RSUs vest in four equal quarterly installments beginning on December 15, 2019.
(7) The RSUs vest in two equal biannual installments beginning on March 15, 2021.
(8) The RSUs vest in two equal biannual installments beginning on March 15, 2022.
(9) The RSUs vest as follows: (i) 23,182 on September 15, 2020; (ii) 69,545 RSUs vest in 12 equal quarterly installments
beginning on December 15, 2020.
-58-
Fiscal 2020 Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information regarding outstanding equity awards held by our named
executive officers as of July 31, 2020.
Option Awards
Stock Awards
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares or
Units That
Have Not
Vested
(#)
Equity Incentive
Plan Awards:
Market Value of
Unearned Shares
or Units or That
Have Not Vested
($)
—
—
—
—
150,000
19,477,500
150,000
19,477,500
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Name
Grant Date
Jay Chaudhry
10/05/2018
(2)
10/05/2018
(3)
10/31/2019
(4)
—
—
—
Remo Canessa
03/02/2017
(5)
200,000
10/05/2018
(6)
10/31/2019
(7)
06/02/2020
(6)
06/02/2020
(8)
—
—
—
—
—
—
—
—
—
—
—
—
Option
Exercise
Price
($)
Option
Expiration
Date
—
—
—
—
—
—
157,810
20,491,629
5.82
03/02/2024
—
—
—
—
—
—
—
—
—
—
56,250
7,304,063
29,590
3,842,262
58,027
7,534,806
Amit Sinha, Ph.D.
04/06/2017
(9)
72,227
111,106
5.93
04/06/2024
—
—
10/05/2018
(10)
10/31/2019
(7)
06/02/2020
(6)
06/02/2020
(8)
Dalibor Rajic
09/12/2019
(11)
10/31/2019
(4)
10/31/2019
(2)
10/31/2019
(3)
10/31/2019
(12)
10/31/2019
(13)
06/02/2020
(6)
06/02/2020
(8)
—
—
—
—
—
—
—
—
—
—
—
—
Robert Schlossman
01/15/2016
(14)
93,000
10/05/2018
(15)
10/31/2019
(7)
06/02/2020
(6)
06/02/2020
(8)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
150,000
49.59
09/12/2029
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4.40
01/15/2023
—
—
—
—
—
—
—
—
113,282
14,709,668
65,754
8,538,157
67,698
8,790,585
—
—
—
—
24,389
3,166,912
—
—
—
—
—
—
204,001
26,489,530
67,698
8,790,585
—
—
—
—
56,641
7,354,834
32,878
4,269,208
29,014
3,767,468
—
—
—
—
—
—
—
—
—
—
38,685
5,023,247
—
—
—
—
—
—
—
—
67,698
8,790,585
—
—
23,182
23,182
23,182
—
—
—
—
3,010,183
3,010,183
3,010,183
—
—
67,698
8,790,585
—
—
—
—
—
—
—
—
—
—
29,014
3,767,468
___________________________
(1) This column represents the market value of the shares underlying the RSUs or PSUs, as applicable, as of July 31, 2020,
based on the closing price of our common stock, as reported on NASDAQ, of $129.85 per share on July 31, 2020.
(2) Upon achievement of specified performance metrics, earned PSUs vest on September 15, 2021, or the first quarterly
vesting date after achievement has been certified. Because the performance metrics for this award had not been determined
in FY 2020 (and hence, no grant date fair value could be determined), it was not included in the summary compensation
table or grants of plan-based awards table above. Amounts reported are at 100% target level of achievement, with
maximum achievement paying out at 150%.
(3) Upon achievement of specified performance metrics, earned PSUs vest on September 15, 2022, or the first quarterly
vesting date after achievement has been certified. Because the performance metrics for this award had not been determined
-59-
in FY 2020 (and hence, no grant date fair value could be determined), it was not included in the summary compensation
table or grants of plan-based awards table above. Amounts reported are at 100% target level of achievement, with
maximum achievement paying out at 150%.
(4) Upon achievement of specified performance metrics, earned PSUs vest on September 15, 2020, or the first quarterly
vesting date after achievement has been certified. Amounts reported reflect PSUs were achieved at 105.2% of target in
fiscal 2020.
(5) The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the shares subject to the
option vested on February 6, 2018 and 1/48 of the shares vest monthly thereafter.
(6) The RSUs vest in 16 equal quarterly installments beginning on December 15, 2020.
(7) Upon achievement of specified performance metrics, earned PSUs vest in 16 equal quarterly installments beginning on
December 15, 2020. Amounts reported reflect PSUs were achieved at 105.2% of target in fiscal 2020.
(8) Upon achievement of specified performance metrics, earned PSUs vest 25% on September 15, 2022 or the first quarterly
vesting date after achievement has been certified and the remaining 75% vest in 12 equal quarterly installments beginning
on December 15, 2022. Because the performance metrics for this award had not been determined in FY 2020 (and hence,
no grant date fair value could be determined), it was not included in the summary compensation table or grants of plan-
based awards table above. Amounts reported are at 100% target level of achievement, with maximum achievement paying
out at 125%.
(9) One-fourth of the shares subject to the option vested on November 1, 2018 and 1/48 of the shares vest monthly thereafter.
(10) The RSUs vest as follows: (i) 50,782 RSUs vest in 13 equal quarterly installments beginning on September 15, 2020 and
(ii) 62,500 RSUs vest in 16 equal quarterly installments beginning on December 15, 2020.
(11) One-fourth of the shares subject to the option vest on September 10, 2020 and 1/48th of the shares vest monthly thereafter.
(12) Upon achievement of specified performance metrics, earned PSUs vest on September 15, 2023, or the first quarterly
vesting date after achievement has been certified. Because the performance metrics for this award had not been determined
in FY 2020 (and hence, no grant date fair value could be determined), it was not included in the summary compensation
table or grants of plan-based awards table above. Amounts reported are at 100% target level of achievement, with
maximum achievement paying out at 150%.
(13) The RSUs vest as follows: (i) 18,546 RSUs vest on September 15, 2020 and (ii) 92,728 RSUs vest in four equal biannual
installments beginning on March 15, 2021. (iii) 23,182 vest on September 15, 2020 and 69,545 vest in 12 equal quarterly
installments beginning on December 15, 2020.
(14) One-fourth of the shares subject to the option vested on January 14, 2017 and 1/48 of the shares vest monthly thereafter.
(15) The RSUs vest as follows: (i) 25,391 RSUs vest in 13 equal quarterly installments beginning on September 15, 2020 and
(ii) 31,250 RSUs vest in 16 equal quarterly installments beginning on December 15, 2020.
-60-
Fiscal 2020 Option Exercises and Stock Vested Table
The following table presents, for each of our named executive officers, the shares of our common
stock that were acquired upon the exercise of stock options and the related value realized upon exercise
during fiscal 2020.
Option Awards
Stock Awards
Number of
Shares
Acquired on
Exercise
(#)
Value
Realized on
Exercise
($)(1)
Number of
Shares Acquired
on Vesting
(#)
Value Realized
on Vesting
($)(2)
—
—
330,000
23,381,356
251,333
—
17,856,692
—
137,000
10,795,481
—
—
11,718
55,636
5,859
—
—
755,030
3,584,790
377,515
Name
Jay Chaudhry
Remo Canessa
Amit Sinha, Ph.D.
Dalibor Rajic
Robert Schlossman
___________________________
(1) The value realized on exercise is pre-tax and represents the difference between the market price of our common stock on the
date of exercise less the option exercise price paid for those shares, multiplied by the number of shares for which the option
was exercised.
(2) The value realized on vesting is calculated as the number of vested shares multiplied by the closing market price of our
common stock on the vesting date.
Potential Payments upon Termination or Change in Control
The tables below quantify (i) the potential payments to Messrs. Canessa, Rajic and Schlossman
under the terms of the Severance Policy in the event of a qualifying termination of employment that is not
in connection with a change in control of the Company and (ii) the potential payments to our named
executive officers under the terms of the Severance Policy in the event of a qualifying termination of
employment in connection with a change in control of the Company. The amounts shown assume that the
change in control and/or termination of employment occurred on July 31, 2020, the last business day of
fiscal 2020. The values reflected also assume that the payments and benefits to our named executive
officers are not reduced by virtue of the provision in the Severance Policy relating to Sections 280G
and 4999 of the Code.
Potential Payments Upon Termination Not in Connection with a Change in Control
Value of Accelerated Equity
Awards
Salary
Severance
($)
175,000
200,000
78,750
Restricted
Stock Units
($)(1)
927,259
6,170,862
—
Named Executive Officer
Options
($)(2)
Total
($)
Mr. Canessa
Mr. Rajic
Mr. Schlossman
___________________________
(1) These amounts reflect the aggregate market value of the unvested shares of our common stock underlying
outstanding restricted stock unit awards. The aggregate market value is equal to the product obtained by
multiplying (i) the number of unvested shares of our common stock subject to outstanding restricted stock
16,605,761
10,383,862
78,750
15,503,502
4,013,000
—
-61-
unit awards as of July 31, 2020, by (ii) $129.85 (the closing market price of our common stock on Nasdaq
on July 31, 2020, the last trading day in the fiscal year ended July 31, 2020).
(2) These amounts reflect the aggregate market value of the unvested shares of our common stock underlying
outstanding options. The aggregate market value is equal to (i) the product obtained by multiplying (x) the
number of unvested shares of our common stock subject to vesting of outstanding options as of July 31,
2020, by (y) $129.85 (the closing market price of our common stock on Nasdaq on July 31, 2020, the last
trading day in the fiscal year ended July 31, 2020), minus (ii) the aggregate exercise price for such unvested
shares.
Potential Payments Upon Termination in Connection with a Change in Control
Value of Accelerated Equity
Awards
Named Executive Officer
Mr. Chaudhry
Mr. Canessa
Dr. Sinha
Mr. Rajic
Mr. Schlossman
Options
($)(2)
Salary
Severance
($)
23,660
Bonus
Severance
($)
Restricted
Stock Units
($)(1)
— 58,432,500
—
350,000 500,000 23,514,147 18,087,419
350,000 500,000 40,406,463 13,768,811
400,000 800,000 56,111,431 12,039,000
—
315,000 300,000 18,947,582
Total
($)
Health
Benefit
Severance
Payments
($)
36,000 58,492,160
36,000 42,487,566
36,000 55,061,274
36,000 69,386,431
36,000 19,598,582
___________________________
(1) These amounts reflect the aggregate market value of the unvested shares of our common stock underlying
outstanding restricted stock unit awards. The aggregate market value is equal to the product obtained by
multiplying (i) the number of unvested shares of our common stock subject to outstanding restricted stock
unit awards as of July 31, 2020, by (ii) $129.85 (the closing market price of our common stock on the
Nasdaq Global Select Market on July 31, 2020, the last trading day in the fiscal year ended July 31, 2020).
For performance-based restricted stock unit awards, the assumed number of unvested shares is equal to the
target number of shares subject to such award.
(2) These amounts reflect the aggregate market value of the unvested shares of our common stock underlying
outstanding options. The aggregate market value is equal to (i) the product obtained by multiplying (x) the
number of unvested shares of our common stock subject to outstanding options as of July 31, 2020, by
(y) $129.85 (the closing market price of our common stock on the Nasdaq Global Select Market on July 31,
2020, the last trading day in the fiscal year ended July 31, 2020), minus (ii) the aggregate exercise price for
such unvested shares.
-62-
Equity Compensation Plan Information
The following table provides information as of July 31, 2020 with respect to shares of our
common stock that may be issued under our existing equity compensation plans.
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options,
Restricted Stock
Units and Rights
(#)
Weighted
Average
Exercise Price of
Outstanding
Options and
Rights
($)
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in the
First Column)
(#)
5,020,019
10,273,966
—
—
15,293,985
7.66
49.32
—
—
8.90
—
15,792,761
2,721,747
—
18,514,508
Plan Category
Equity compensation plans approved by security holders
2007 Stock Plan (1)
Fiscal Year 2018 Equity Incentive Plan (2)(3)
Fiscal Year 2018 Employee Stock Purchase Plan (4)
Equity compensation plans not approved by security holders
TOTAL
(1) As a result of the adoption of the 2018 Plan, we no longer grant awards under the 2007 Plan; however, all outstanding
options issued pursuant to the 2007 Plan continue to be governed by their existing terms. To the extent that any such awards
are forfeited or lapse unexercised or are repurchased, the shares of common stock subject to such awards will become
available for issuance under the 2018 Plan.
(2) Our 2018 Plan provides that the number of shares available for issuance under the 2018 Plan will be increased on the first
day of each fiscal year, in an amount equal to the least of (i) 12,700,000 shares, (ii) five percent (5%) of the outstanding
shares of common stock on the last day of the immediately preceding fiscal year or (iii) such other amount as our board of
directors may determine.
(3) Includes all PSUs granted in fiscal 2019 which consists of (i) fiscal 2020 PSUs at the maximum payout (PSUs were paid out
for fiscal 2020 at 105.2% resulting in 33,133 above target) (ii) fiscal 2021, fiscal 2022, at target (100%), as no metrics had
been determined as of fiscal 2020 year-end. And all PSUs granted in fiscal 2020 which consists of (i) fiscal 2021, fiscal
2022 and fiscal 2023.
(4) Our Fiscal Year 2018 Employee Stock Purchase Plan (the "ESPP") provides that the number of shares available for issuance
under the ESPP will be increased on the first day of each fiscal year, in an amount equal to the least of (i) 2,200,000 shares,
(ii) one percent (1%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or
(iii) such other amount as may be determined by the administrator of the ESPP.
CEO Pay Ratio Disclosure
As required by SEC rules, we are providing the following information about the relationship
between the annual total compensation of our Chief Executive Officer and President, Jay Chaudhry (our
CEO), and the annual total compensation of our median employee (our “CEO pay ratio”).
For fiscal 2020, the median of the annual total compensation of all employees of our company
(other than our CEO) was $169,833 and the annual total compensation of our CEO was $6,620,660.
Accordingly, the ratio of the annual total compensation of our CEO to the median of the annual total
compensation of all employees was approximately 39 to 1. This pay ratio is a reasonable estimate
calculated in a manner consistent with SEC rules.
-63-
We selected July 31, 2020, the last day of our fiscal year, as the determination date for identifying
our median employee. As of July 31, 2020, our employee population consisted of approximately 2,000
individuals (other than our CEO) working at our parent company and consolidated subsidiaries both
within and outside the United States, which included all employees whether employed on a full-time,
part-time, temporary or seasonal basis. We did not include any contractors or other non-employee
workers in our employee population.
To identify our median employee, we used a consistently applied compensation measure
consisting of the target base salary of our employees for the 12-month period from August 1, 2019
through July 31, 2020. We selected the foregoing compensation element because it represented our
principal broad-based compensation element. Payments not made in U.S. dollars were converted to U.S.
dollars using the applicable currency exchange rate in effect as of July 31, 2020. We did not make any
cost-of-living adjustment.
Using this approach, we selected the individual at the median of our employee population, who
was a full-time employee based in the United States. We then calculated annual total compensation for
this individual using the same methodology we use for our named executive officers as set forth in our
fiscal 2020 Summary Compensation Table.
With respect to the annual total compensation of our CEO, we used the amount reported in the
“Total” column (column (j)) of our fiscal 2020 Summary Compensation Table in this Proxy Statement.
Because SEC rules for identifying the median of the annual total compensation of all employees
allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable
estimates and assumptions that reflect their employee population and compensation practices, the pay
ratio reported by other companies may not be comparable to our pay ratio, as other companies have
different employee populations and compensation practices and may have used different methodologies,
exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it
adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different
companies, even companies within the same industry, but rather to allow stockholders to better
understand and assess each particular company’s compensation practices and pay ratio disclosures.
-64-
COMPENSATION COMMITTEE REPORT
The compensation committee has reviewed and discussed the section titled “Executive
Compensation” with management. Based on such review and discussion, the compensation committee
has recommended to the board of directors that the section titled “Executive Compensation” be included
in this Proxy Statement.
Respectfully submitted by the members of the compensation committee of the board of directors:
Andrew Brown (Chair)
Karen Blasing
Charles Giancarlo
-65-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our
common stock as of November 11, 2020 for:
•
•
•
•
each person, or group of affiliated persons, who beneficially owned more than 5% of our
common stock;
each of our named executive officers;
each of our directors and nominees for director; and
all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules of the SEC and the
information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise
indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole
investment power with respect to all shares that they beneficially owned, subject to community property
laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 134,171,753 shares
of our common stock outstanding as of November 11, 2020. We have deemed shares of our common
stock subject to stock options that are currently exercisable or exercisable within 60 days of November
11, 2020, to be outstanding and to be beneficially owned by the person holding the stock option for the
purpose of computing the percentage ownership of that person. We did not deem these shares
outstanding, however, for the purpose of computing the percentage ownership of any other person.
-66-
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o
Zscaler, Inc., 120 Holger Way, San Jose, California 95134.
Name of Beneficial Owner
5% Stockholders:
Ajay Mangal, as trustee(1)
Named Executive Officers and Directors:
Jay Chaudhry(2)
Remo Canessa(3)
Amit Sinha, Ph.D.(4)
Dali Rajic(5)
Robert Schlossman(6)
Karen Blasing(7)
Andrew Brown(8)
Scott Darling(9)
Charles Giancarlo(10)
David Schneider(11)
All current executive officers and directors as a group (10 persons)(12)
Number of
Shares
Beneficially
Owned
Percentage
of Shares
Beneficially
Owned
29,824,532
22.2%
26,838,047
353,675
666,431
133,167
67,740
181,595
100,797
71,262
367,095
7,667
28,787,476
20.0%
*
*
*
*
*
*
*
*
*
21.4%
* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
(1) Consists of (i) 21,566,041 shares held of record by The CJCP Trust for which Mr. Mangal serves as trustee, (ii) 2,752,830
shares held of record by The CKS Trust for the benefit of YPC dated 12/30/2017 for which Mr. Mangal serves as trustee,
(iii) 2,752,830 shares held of record by The CKS Trust for the benefit of SRC dated 12/30/2017 for which Mr. Mangal
serves as trustee, (iv) 2,752,830 shares held of record by The CKS Trust for the benefit of SDC dated 12/30/2017 for which
Mr. Mangal serves as trustee, and (v) one share held of record by The CKS Trust dated December 30, 2017 for which Mr.
Mangal serves as trustee. The beneficiaries of The CJCP Trust and each of The CKS Trusts are members of Jay Chaudhry’s
family. The address for The CJCP Trust and The CKS Trusts is c/o The Goldman Sachs Trust Company, 200 Bellevue
Parkway, Suite 250, Wilmington, Delaware 19809. This information is derived from a Schedule 13G/A filed by Ajay
Mangal with the SEC on February 13, 2020.
(2) Consists of (i) 2,269,432 shares held of record by Mr. Chaudhry, (ii) 24,561,949 shares held of record by Jyoti Chaudhry
and (iii) 6,666 shares held of record by P. Jyoti Chaudhry Family Trust dated March 1, 2000 for which Surjit Kaur serves as
trustee.
(3) Consists of (i) 254,685 shares held of record by Mr. Canessa, (ii) 90,000 shares subject to options exercisable within 60 days
of November 11, 2020, of which 69,197 are fully vested and (iii) 8,990 shares issuable upon vesting of RSUs within 60 days
of November 11, 2020.
(4) Consists of (i) 14,932 shares held of record by Dr. Sinha, (ii) 281,702 shares held of record by the Sinha Revocable Trust
dated September 24, 2011 for which Dr. Sinha serves as trustee, (iii) 204,749 shares held of record in trusts for Dr. Sinha's
minor children for which Neha and Piyush Kumar serve as co-trustees, (iv) 35,000 held of record by the Amit & Deepali
Sinha Foundation for which Dr. Sinha and Deepali Sinha serve as trustees, (v) 113,895 shares subject to options exercisable
within 60 days of November 11, 2020, all of which are fully vested and (vi) 16,153 shares issuable upon vesting of RSUs
within 60 days of November 11, 2020.
(5) Consists of (i) 73,141 shares held of record by Mr. Rajic, (ii) 50,000 shares subject to options exercisable within 60 days of
November 11, 2020, all of which are fully vested and (iii) 10,026 shares issuable upon vesting of RSUs within 60 days of
November 11, 2020.
(6) Consists of (i) 27,966 shares held of record by Mr. Schlossman, (ii) 32,000 shares subject to options exercisable within 60
days of November 11, 2020, all of which are fully vested and (iii) 7,774 shares issuable upon vesting of RSUs within 60
days of November 11, 2020.
(7) Consists of (i) 595 shares held of record by Ms. Blasing, (ii) 25,624 shares held of record by The Blasing Family Revocable
Trust U/A dtd 12/22/2005 for which Ms. Blasing serves as trustee and (iii) 154,334 shares subject to options exercisable
-67-
within 60 days of November 11, 2020, all of which are fully vested and (iv) 1,042 shares issuable upon vesting of RSUs
within 60 days of November 11, 2020.
(8) Consists of (i) 6,609 shares held of record by Mr. Brown, (ii) 24,813 shares held of record by the Andrew W.F. Brown 2017
Grantor Retained Annuity Trust, for which Mr. Brown’s spouse serves as a trustee and (iii) 68,333 shares subject to options
exercisable within 60 days of November 11, 2020, all of which are fully vested and (iv) 1,042 shares issuable upon vesting
of RSUs within 60 days of November 11, 2020.
(9) Consists of (i) 70,220 shares held of record by Mr. Darling and (ii) 1,042 shares issuable upon vesting of RSUs within 60
days of November 11, 2020.
(10) Consists of (i) 187,581 shares held of record by Mr. Giancarlo, (ii) 125,000 shares are held of record by The Charles H. &
Dianne G. Giancarlo Family Trust U/D/T 11/2/98 for which Mr. Giancarlo serves as trustee, (iii) 26,736 shares held of
record by The 2012 Marielle Christina Giancarlo Trust UAD 12/26/12 for which Mr. Giancarlo serves as a trustee, (iv)
26,736 shares held of record by The 2012 Gianna Marie Giancarlo Trust UAD 12/26/12 for which Mr. Giancarlo serves as a
trustee and (v) 1,042 shares issuable upon vesting of RSUs within 60 days of November 11, 2020.
(11) Consists of (i) 6,375 shares held of record by Mr. Schneider and (ii) 1,292 shares issuable upon vesting of RSUs within 60
days of November 11, 2020.
(12) Consists of (i) 28,230,511 shares beneficially owned by our current executive officers and directors, (ii) 508,562 shares
subject to options exercisable within 60 days of November 11, 2020, and (iii) 48,403 shares issuable upon vesting of RSUs
within 60 days of November 11, 2020.
-68-
RELATED PERSON TRANSACTIONS
We describe below transactions and series of similar transactions, since the beginning of our last
fiscal year, to which we were a party or will be a party, in which:
•
•
the amounts involved exceeded or will exceed $120,000; and
any of our directors, nominees for director, executive officers or beneficial holders of
more than 5% of our outstanding capital stock, or any immediate family member of, or
person sharing the household with, any of these individuals or entities (each, a related
person), had or will have a direct or indirect material interest.
Investors’ Rights Agreement
We are party to an amended and restated investors’ rights agreement dated July 24, 2015 which
provides, among other things, that certain holders of our capital stock, including (i) entities affiliated with
Mr. Chaudhry, (ii) entities affiliated with Mr. Chaudhry’s wife, Jyoti Chaudhry, who was a member of
our board of directors at the time we entered into such investors’ rights agreement, (iii) entities affiliated
with Lane Bess, who was a member of our board of directors at the time we entered into such investors’
rights agreement, and (iv) entities affiliated with Kailash Kailash, who was a member of our board of
directors at the time we entered into such investors’ rights agreement, have the right to demand that we
file a registration statement or request that their shares of our capital stock be covered by a registration
statement that we are otherwise filing.
Transactions with Stockholders
From time to time, stockholders, including those that may beneficially own more than 5% of our
outstanding capital stock subscribe to, license or otherwise purchase, in the normal course of business,
certain of our products and services. These transactions are negotiated on an arm’s-length basis and are
subject to review under the Company’s policies and procedures for related person transactions described
below.
Other Agreements
In addition to the indemnification required in our amended and restated certificate of
incorporation and amended and restated bylaws, we have entered into an indemnification agreement with
each member of our board of directors and each of our officers. These agreements provide for the
indemnification of our directors and officers for certain expenses and liabilities incurred in connection
with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or
investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a
party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of the
Company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an
officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a
director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by
or in the right of the Company or any of our subsidiaries, no indemnification will be provided for any
claim where a court determines that the indemnified party is prohibited from receiving indemnification.
We believe that these charter and bylaw provisions and indemnification agreements are necessary to
attract and retain qualified persons as directors and officers.
-69-
We have entered into employment agreements with certain of our executive officers that, among
other things, provide for certain severance and change of control benefits. For a description of
employment agreements with our named executive officers, see “Executive Compensation—Executive
Employment Agreements.”
We have granted stock options to our named executive officers, other executive officers and
certain of our directors. See “Executive Compensation—Executive Employment Agreements.”
Other than as described above, since August 1, 2019, we have not entered into any transactions,
nor are there any currently proposed transactions, between us and a related party where the amount
involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or
indirect material interest.
We believe the terms of the transactions described above were comparable to terms we could
have obtained in arm’s-length dealings with unrelated third parties.
Policies and Procedures for Related Party Transactions
We have adopted a formal written policy providing that our executive officers, directors,
nominees for election as directors, beneficial owners of more than 5% of any class of our common stock
and any member of the immediate family of any of the foregoing persons, is not permitted to enter into a
related-party transaction with us without the consent of our audit committee, subject to the exceptions
described below.
In approving or rejecting any such proposal, our audit committee is to consider the relevant facts
and circumstances available and deemed relevant to our audit committee, including, whether the
transaction is on terms no less favorable than terms generally available to an unaffiliated third party under
the same or similar circumstances, and the extent of the related party’s interest in the transaction. Our
audit committee has determined that certain transactions will not require audit committee approval,
including certain employment arrangements of executive officers, director compensation, transactions
with another company at which a related party’s only relationship is as a non-executive employee,
director or beneficial owner of less than 10% of that company’s shares and the aggregate amount involved
does not exceed $120,000 in any fiscal year, transactions where a related party’s interest arises solely
from the ownership of our common stock and all holders of our common stock received the same benefit
on a pro rata basis and transactions available to all employees generally.
-70-
Section 16(a) Beneficial Ownership Reporting Compliance
OTHER MATTERS
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons
who own more than 10% of our common stock, file reports of ownership and changes of ownership with
the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to
furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this Proxy Statement anyone who filed a required report
late during the most recent fiscal year. Based on our review of forms we received, or written
representations from reporting persons stating that they were not required to file these forms, we believe
that during our fiscal year ended July 31, 2020, all Section 16(a) filing requirements were satisfied on a
timely basis.
Fiscal Year 2020 Annual Report and SEC Filings
Our financial statements for our fiscal year ended July 31, 2020 are included in our Annual
Report on Form 10-K filed with the SEC on September 17, 2020 (File No. 001-38413). This Proxy
Statement and our Annual Report are posted in the Financial Information section of the Investor Relations
webpage at http://ir.zscaler.com and are available from the SEC at its website at www.sec.gov. You may
also obtain a copy of our Annual Report without charge by sending a written request to Zscaler, Inc.,
Attention: Investor Relations, 120 Holger Way, San Jose, California 95134.
Company Website
We maintain a website at www.zscaler.com. Information contained on, or that can be accessed
through, our website is not intended to be incorporated by reference into this Proxy Statement, and
references to our website address in this Proxy Statement are inactive textual references only.
-71-
PROPOSALS OF STOCKHOLDERS FOR FISCAL 2020 ANNUAL MEETING
Stockholders who wish to present proposals for inclusion in the proxy materials to be distributed
in connection with next year’s annual meeting must submit their proposals so that they are received at
Zscaler’s principal executive offices no later than July 28, 2021. Pursuant to the rules promulgated by the
SEC, simply submitting a proposal does not guarantee that it will be included.
In order to be properly brought before the fiscal 2021 annual meeting of stockholders, a
stockholder’s notice of a matter the stockholder wishes to present, or the person or persons the
stockholder wishes to nominate as a director, must be delivered to the Secretary of Zscaler at its principal
executive offices not less than 45 nor more than 75 days before the first anniversary of the date on which
Zscaler first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier)
for the preceding year’s annual meeting. As a result, any notice given by a stockholder pursuant to these
provisions of our bylaws must be received no earlier than September 11, 2021, and no later than October
11, 2021, unless our annual meeting date occurs more than 30 days before or 60 days after January 6,
2022. In that case, we must receive proposals not earlier than the close of business on the 120th day prior
to the date of the fiscal 2021 annual meeting and not later than the close of business on the later of the
90th day prior to the date of the annual meeting or the 10th day following the day on which we first make
a public announcement of the date of the meeting.
To be in proper form, a stockholder’s notice must include the specified information concerning
the proposal or nominee as described in our bylaws. A stockholder who wishes to submit a proposal or
nomination is encouraged to seek independent counsel about our bylaws and SEC requirements. Zscaler
will not consider any proposal or nomination that is not timely or otherwise does not meet the bylaws and
SEC requirements for submitting a proposal or nomination.
Notices of intention to present proposals at the fiscal 2021 annual meeting of stockholders must
be addressed to: Secretary, Zscaler, Inc., 120 Holger Way, San Jose, California 95134. We reserve the
right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
* * *
The board of directors does not know of any other matters to be presented at the Annual Meeting.
If any additional matters are properly presented at the Annual Meeting, the persons named on the
enclosed proxy card will have discretion to vote the shares of common stock they represent in accordance
with their own judgment on such matters.
It is important that your shares of common stock be represented at the Annual Meeting, regardless
of the number of shares that you hold. You are, therefore, urged to vote by telephone, by using the
Internet or by mail at your earliest convenience, as instructed on the Notice of Internet Availability of
Proxy Materials.
THE BOARD OF DIRECTORS
San Jose, California
November 25, 2020
-72-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
FORM 10-K
_____________________________________
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _ to _
Commission File Number: 001-38413
_____________________________________
ZSCALER, INC.
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
26-1173892
(I.R.S. Employer
Identification Number)
120 Holger Way
San Jose, California 95134
(Address of principal executive offices)
Registrant’s telephone number, including area code: (408) 533-0288
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s) Name of each exchange on which
registered
The Nasdaq Stock Market LLC
Common Stock, $0.001 Par
Value
ZS
Securities registered pursuant to Section 12(g) of the Act:
___________________________________________________
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
of 1933, as amended. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such files) Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,"
"accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15
U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of
a share of the registrant's common stock on January 31, 2020 (the last business day of the registrant’s most recently
completed second fiscal quarter) as reported by the Nasdaq Global Select Market on such date was approximately $4.0
billion.
As of August 31, 2020, the number of shares of registrant’s common stock outstanding was 132,906,329.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement relating to its fiscal year 2020 Annual Meeting of Stockholders
are incorporated by reference into Part III of this Form 10-K where indicated. Such Proxy Statement will be filed with
the United States Securities and Exchange Commission within 120 days after the end of the fiscal year to which this
Annual Report on Form 10-K relates.
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Legal Proceedings
Mine Safety Disclosures
Properties
ZSCALER, INC.
TABLE OF CONTENTS
PART I
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Item 12.
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Item 13.
Item 14.
Item 15.
Item 16.
PART IV
Exhibits, Financial Statement Schedules
Form 10-K Summary
Signatures
Page
3
14
51
51
51
51
52
55
58
87
89
139
139
140
141
141
141
141
141
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook and market
positioning. These forward-looking statements are made as of the date they were first issued and were based on current
expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. The words
"believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "intend," "could," "would," "project," "plan,"
"expect," and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-
looking statements.
These forward-looking statements include, but are not limited to, statements concerning the following:
•
•
the potential impact on our business of the ongoing COVID-19 pandemic;
our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit
or gross margin, operating expenses (including changes in sales and marketing, research and development and
general and administrative expenses), and our ability to achieve, and maintain, future profitability;
• market acceptance of our cloud platform;
•
•
•
•
the effects of increased competition in our markets and our ability to compete effectively;
our ability to maintain the security and availability of our cloud platform;
our ability to maintain and expand our customer base, including by attracting new customers;
our ability to develop new solutions, or enhancements to our existing solutions, and bring them to market in a
timely manner;
• market acceptance of any new solutions or enhancements to our existing solutions;
•
•
•
•
•
•
•
•
•
•
•
anticipated trends, growth rates and challenges in our business and in the markets in which we operate;
our business plan and our ability to effectively manage our growth and associated investments;
beliefs about and objectives for future operations;
beliefs about and objectives for future acquisitions, strategic investments, partnerships and alliances;
our relationships with third parties, including channel partners;
our ability to maintain, protect and enhance our intellectual property rights;
our ability to successfully defend litigation brought against us;
our ability to successfully expand in our existing markets and into new markets;
sufficiency of cash to meet cash needs for at least the next 12 months and service our outstanding debt;
our need and ability to raise additional capital in future debt or equity financings;
our ability to comply with laws and regulations that currently apply or become applicable to our business both
in the United States and internationally;
•
beliefs about the impacts of legal and geopolitical developments upon our business;
1
•
•
the attraction and retention of qualified employees and key personnel; and
the future trading prices of our common stock.
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those
described in "Risk Factors" elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and
rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all
risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light
of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report
on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the
forward-looking statements and you should not place undue reliance on our forward-looking statements.
The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on
which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual
Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new
information or the occurrence of unanticipated events, except as required by law.
2
Item 1. Business
Overview
PART I
Our mission is to make the cloud safe for business and enjoyable for users. We deliver four integrated and
comprehensive solutions to our customers using our cloud platform, the Zscaler Zero Trust Exchange:
• Secure access to the internet and SaaS with Zscaler Internet Access or ZIA;
• Secure access to internal applications with Zscaler Private Access or ZPA;
• Management and enhancement of the user-to-application experience with Zscaler Digital Experience or ZDX; and
• Workload Segmentation
We were incorporated in 2007, during the early stages of cloud adoption and mobility, based on a vision that the
internet would become the new corporate network as the cloud becomes the new data center. We predicted that with rapid
cloud adoption and increasing workforce mobility, traditional perimeter security approaches would provide inadequate
protection for users and data and an increasingly poor user experience. We pioneered a cloud platform, the Zscaler Zero Trust
Exchange, that represents a fundamental shift in the architectural design and approach to networking and security.
Enterprise applications are rapidly moving to the cloud to achieve greater IT agility, a faster pace of innovation and
lower costs. Organizations are increasingly relying on internet destinations for a range of business activities, adopting new
external SaaS applications for critical business functions and moving their internally managed applications to the public
cloud, IaaS or PaaS. Enterprise users now expect to be able to seamlessly access applications and data, wherever they are
hosted, from any device, anywhere in the world. We believe these trends are indicative of the broader digital transformation
agenda, as businesses increasingly succeed or fail based on their IT outcomes.
We believe that securing the on-premises corporate network to protect users and data is becoming increasingly
irrelevant in a cloud and mobile-first world where organizations depend on the internet, a network they do not control and
cannot secure, to access critical applications that power their businesses. We pioneered a new approach that securely connects
users, devices, and applications using business policies, regardless of the network. Our Zero Trust Exchange eliminates the
need for traditional on-premises security appliances that are difficult to maintain and require compromises between security,
cost and user experience. This purpose-built, multi-tenant, distributed cloud platform incorporates the security functionality
needed to enable users, applications, and devices to safely and efficiently utilize authorized applications and services based
on an organization’s business policies.
Before our Zero Trust Exchange, the corporate data center served as the central hub of IT security, with a physical
network perimeter used to separate corporate users, devices and applications from the internet. Today, the network perimeter
consists of appliances that have become fundamentally less effective as applications, data, users and devices rapidly move off
the corporate network, making the notion of a corporate perimeter obsolete. In a world where more companies are shifting
their most critical IT assets to the cloud, a zero trust architecture is required. Our architecture is vastly different from the
traditional “hub-and-spoke” corporate network, where traffic from branch offices is routed to centralized data centers for
security scanning and policy enforcement before reaching its destination. In contrast, our Zero Trust Exchange, which is
distributed across 150 data centers worldwide, acts as an intelligent switchboard that uses business policies to securely
connect users, devices, and applications over any network. We provide all of these solutions at scale, processing well over
100 billion internet requests per day. Our Zero Trust Exchange eliminates the need for organizations to buy and manage a
3
variety of high cost appliances that need to be maintained by a large number of highly skilled security personnel, who are
expensive and in increasingly short supply.
Our cloud native, multitenant architecture, which Gartner refers to as SASE, is distributed across 150 data centers
globally to bring security and business policy close to users and devices in 185 countries to provide fast, secure, and reliable
access. Each day, we block over 100 million threats and perform over 175,000 unique security updates. Our customers
benefit from the cloud effect of our ever-expanding ecosystem because once a new threat is detected, it can be blocked across
our entire customer base within minutes.
Many of the largest enterprises and government agencies in the world rely on our solutions to help them accelerate their
move to the cloud. We have over 4,500 customers across all major geographies, with an emphasis on larger organizations,
and we currently count over 450 of the Forbes Global 2000 as customers. Our customers span every major industry,
including financial services, healthcare, manufacturing, airlines and transportation, conglomerates, consumer goods and
retail, media and communications, public sector and education, technology and telecommunications services.
We have experienced significant growth, with revenue increasing from $190.2 million in fiscal 2018 to $302.8 million
in fiscal 2019 to $431.3 million in fiscal 2020, representing year-over-year revenue growth of 59% and 42%, respectively.
We experienced net losses of $115.1 million, $28.7 million and $33.6 million in fiscal 2020, fiscal 2019 and fiscal 2018,
respectively. We expect we will continue to incur net losses for the foreseeable future.
Our Solutions and Zero Trust Exchange Platform
Our Zero Trust Exchange cloud security platform delivers four comprehensive and integrated solutions built natively in
the cloud to power digital transformation.
Secure Internet and SaaS Access - Zscaler Internet Access
Zscaler Internet Access, or ZIA, was designed to provide users, servers, operational technology, or OT, and internet of
things, or IoT, device secure access to externally managed applications, including SaaS applications and internet destinations
regardless of device, location or network. ZIA provides inline content inspection and firewall access controls across all ports
and protocols to protect organizations and users from external threats as well as protecting an organization’s data while at rest
and preventing data from leaking out. Policies follow the user to provide identical protection on any device, regardless of
location; any policy changes are enforced for users worldwide. Our cloud security platform provides full inline content
inspection to assess and correlate the risk of the content to protect against sophisticated, including ransomware and phishing.
The cloud platform applies machine learning across our well over 100 billion daily transactions to identify and block
unknown threats quickly.
ZIA enables four primary use cases:
Cyberthreat Protection – Our threat prevention functionality enables protection against threats using a range of
approaches and techniques. Our threat prevention capabilities provide multiple layers of protection to prevent sophisticated
ransomware, phishing, and zero-day cyberattacks. We provide functionality that traditionally has been offered by disparate,
stand-alone products. Core cloud platform threat prevention services include:
• Advanced Threat Protection: Our advanced protection functionality delivers real-time protection from malicious
internet content like browser exploits, scripts, zero-pixel iFrames, malware and botnet callbacks. Over 175,000
unique security updates are performed every day to the Zscaler cloud to keep users protected. Once we detect a new
threat to a user, we block it for all users. We call this the “cloud security effect.”
4
• Cloud Sandbox: Our cloud sandbox enables enterprises to block zero-day exploits and advanced persistent threats,
or APTs, by analyzing unknown files for malicious behavior, and it can scale to every user regardless of location.
Our cloud sandbox was designed and built to be multi-tenant and allows customers to determine which traffic should
be sent for inspection. As an integrated cloud security platform, customers can set policies by users and destinations
to prevent patient-zero scenarios by holding, detonating and analyzing suspicious files in the sandbox before being
sent to the user.
• Browser Isolation: Our cloud browser isolation functionality creates an isolated browsing session that enables users
to access any webpage on the internet without downloading any of the web content served by the webpage onto a
local device or the corporate network. With Zscaler Cloud Browser Isolation, users are not directly accessing active
web content; instead, only a safe rendering of pixels is delivered to the user. Malicious code that may be hidden in
the web content is kept at bay.
Data Protection- Our data protection functionality enables enterprises to prevent unauthorized sharing or exfiltration of
confidential information for users, devices, and servers, reducing our customers’ business and compliance risk. Core cloud
platform data protection services include:
• Data Loss Prevention: Our data loss prevention enables enterprises to use predefined or custom dictionaries using
efficient pattern-matching algorithms to easily scale to all users and traffic, including compressed or encrypted
traffic, to prevent, monitor or block unauthorized or sensitive data exfiltration. Our exact data match, or EDM,
functionality augments the accuracy and efficacy of our data loss prevention solution by enabling our customers to
populate a custom database scaling to billions of unique fields. Our data loss prevention policies can be enforced for
inline data in motion and out-of-band for data at rest.
• Cloud Application Security Brokerage: Our Cloud Access Security Broker, or CASB, and cloud application
controls enable enterprises to discover and granularly control user access to known and unknown cloud applications.
By doing Secure Sockets Layer, or SSL, interception at scale, we provide malware protection, data loss prevention
and CASB functions that can be performed both inline and out-of-band, for specific sanctioned applications.
Business policies can be defined with granular access control for specified cloud applications, such as the ability to
upload or download files or post comments or videos based on different user or group identity.
• File Type Controls: Our file type control allows policies to be defined that control which file types are allowed to
be downloaded and uploaded based on application, user, location and destination.
• Browser Isolation: With Zscaler Cloud Browser Isolation, users are not directly accessing active web content;
instead, only a safe rendering of pixels is delivered to the user. This approach prevents sensitive data from being
downloaded to unauthorized devices in bring your own device environments or on shared public computers.
Secure Local Internet Breakouts – Our local internet breakout capability means traffic destined for the cloud no
longer needs to be routed over a private Multiprotocol Label Switching, or MPLS, network to the data center. Traffic can
now be routed locally over the internet and directly to the cloud, which provides for a faster experience and a significant
reduction in MPLS network costs. Our core cloud platform services for local internet breakouts include:
• Cloud Firewall: Our cloud firewall was designed to protect users by inspecting internet traffic on all ports and
protocols, and it offers user level policies, application identification with deep packet inspection and intrusion
prevention.
• Bandwidth Control: Our bandwidth control and traffic shaping capabilities ensure that business critical
applications are prioritized over non-business critical applications, improving productivity and user experience. By
enforcing quality of service in the cloud, our platform enables the optimization of “last-mile” utilization of a
customer’s network, providing significant value.
5
• DNS: Our Domain Name System, or DNS, filtering solution provides a local DNS resolver and enforces acceptable
use policies.
Secure Device and Workload Internet Communication - The massive growth in connected devices and machine to
machine communications opens up new attack vectors for cybercriminals. Zscaler Internet Access provides inline cyberthreat
and data protection to workload, server, IoT, and OT to internet communications to enable the reduction in business risk.
Secure Private Application Access - Zscaler Private Access
Zscaler Private Access, or ZPA, was designed to provide secure access to internally managed applications, either
hosted internally in data centers or hosted in private or public clouds. ZPA was designed around four key tenets that
fundamentally change the way users access internal applications:
• connect users to applications without bringing users on the network;
• never expose applications to the internet;
• segment access to applications without relying on traditional approach of network segmentation; and
• provide remote access over the internet without virtual private networks, or VPNs.
ZPA enforces a global policy engine that manages access to internally managed applications regardless of location. If
access is granted to a user, our ZPA solution connects the user’s device only to the authorized application without exposing
the identity or location of the application. Hence applications are not exposed to the internet, further limiting the external
attack surface. This results in reduced cost and complexity, while offering better security and an improved user experience.
Our ZPA solution includes broad functionality, which we categorize by the following areas:
• Secure Application Access: Our ZPA solution delivers seamless connectivity to internally managed applications
and assets whether they are in the cloud, enterprise data center, or both. Administrators can set global policies from
a single console, enabling policy-driven access that is agnostic to the network the users are on. By creating seamless
access to applications regardless of a user’s network, our ZPA solution eliminates the need for traditional remote
access VPNs, SSL, reverse proxies and other similar products.
• Application Discovery: Similar to CASB application discovery reports for internet applications, our ZPA solution
provides granular discovery of internally managed applications to aid in the creation of segmentation policies.
Because our ZPA solution sits on the application layer and is name-based or domain-based, organizations can
quickly and seamlessly identify the internally-managed applications that are running on the network and then easily
provision appropriate policies.
• Application Segmentation: This architecture provides capabilities that enable user and application level
segmentation, a vast improvement over traditional network segmentation. As each user-to-application connection is
segmented with microtunnels, each of which is a temporary session between a specific user and a specific
application, lateral movement across the network is prevented, significantly reducing security risk. Microtunnels
eliminate the need for internal firewalls, which are required for protecting against lateral malware propagation from
machine to machine, and traditional network access control functionality since users are granted access only to
applications for which they have permission and are not granted full access to the network.
• Application Protection: Our ZPA solution initiates and connects outbound-only links between authenticated users
and internally managed applications using microtunnels. Access is provided to users without bringing them onto the
corporate network and without exposing applications to the internet. Internally managed applications are not
6
discoverable or identifiable. With no inbound connections and no public IP addresses, there is no inbound attack
surface and therefore no threat of distributed denial-of-service, or DDoS, attacks. With our innovative approach, we
eliminate the need for a next-generation firewall. Similarly, by completely removing the need for an exposed IP
address or DNS to the internet, we eliminate the need for DDoS mitigation systems.
The primary use cases for our ZPA solution include:
•
remote workforce access to private applications without legacy VPN - zero trust from office to data center;
• providing non-employees with secure access to internal applications;
• securely connecting business-to-business, or B2B, customers, service providers and supplier access to applications
typically deployed as business to business portals in an extranet;
• direct-to-cloud access to internally managed applications hosted in public cloud environments, such as Microsoft
Azure, Amazon Web Services and Google Cloud Platform; and
• access to applications following a merger or acquisition by providing named users with access to named
applications, without the need to merge networks.
Experience Management - Zscaler Digital Experience
Zscaler Digital Experience, or ZDX, is designed to measure end-to-end user experience across key business
applications, providing an easy to understand digital experience score for each user, application and location within an
enterprise. As users have become mobile and applications have moved to the cloud, traditional network performance
monitoring tools have become increasingly irrelevant. Enterprises can no longer collect performance metrics or indicators
along the traditional network path as they could when they owned the network and the applications ran in their own data
centers. When a user's experience is suffering or an event is negatively impacting user experience, ZDX allows an
organization to isolate where in the network path an issue is occurring and whether it is caused by a user’s device, the WiFi
connection, the local internet connection, a service provider in the path or the destination application itself. With ZDX,
enterprises can quickly determine if an issue is associated with a single user, application or location or indicates a broader
issue potentially impacting other users, applications or locations all via a simple visual workflow without a need for
additional hardware or software.
Workload Segmentation
We secure applications and workloads by automatically identifying and remediating cloud misconfigurations and by
segmenting workloads to prevent the lateral movement of malware and ransomware across a network, without having to do
legacy network segmentation.
• Zscaler Cloud Security Posture Management: Zscaler Cloud Security Posture Management, or CSPM,
automatically identifies and remediates application misconfigurations in SaaS, IaaS, and PaaS to reduce risk and
ensure compliance with industry and organizational benchmarks. Our CSPM solution connects to SaaS, IaaS and
PaaS such as O365, AWS and Azure via application APIs and continuously monitors these environments to detect
and prevent cloud misconfigurations. CSPM provides visibility into risk posture, enforces set standards via
remediation guidance and auto-remediation, enables governance of security policies and compliance frameworks via
exceptions and private benchmark compliance dashboards. In addition, reporting is available for multiple regulatory
schemes, including CIS, CSA, NIST, ISO, FFIEC, RBI, PCI, HIPAA, GDPR, SOC 2, UK NCSC and GxP Life
sciences.
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• Zscaler Cloud Workload Segmentation: Zscaler Cloud Workload Segmentation, or CWS, secures application-to-
application communications inside public clouds and data centers to stop lateral threat movement, preventing
application compromise and reducing the risk of data breaches. Our CWS product utilizes an innovative approach
that makes it significantly simpler to deploy and operate than traditional segmentation solutions. CWS considerably
improves the security of east-west communication by verifying the identity of the communicating application
software, services and processes to achieve a zero trust environment. This reduces the attack surface which lowers
the risk of application compromise and data breaches. Our solution discovers individual applications and their
legitimate communication patterns and, using machine learning algorithms, automatically creates and enforces
authorized communications to provide application segmentation. Use cases include microsegmentation, multi-cloud
workload protection, enabling secure public cloud migration, and zero trust security initiatives. CWS greatly reduces
operational complexity while enhancing security through zero trust identity policies that are simpler than traditional
address-based rules, automating policy management without requiring network changes
implement
microsegmentation.
to
Our Technology and Architecture
We are driven by technology and innovation. We developed a highly scalable, multi-tenant, globally distributed cloud
capable of providing inline inspection of internet and SasS traffic, securing access to private applications, protecting cloud
applications and managing digital experience. We designed and developed a purpose-built three-tier architecture starting with
our core operating system and adding layers of security and networking innovations over time. Our cloud platform is
protected by more than 190 issued and pending patents. Our cloud is distributed across more than 150 data centers on five
continents and processes approximately well over 120 billion requests per day from users across 185 countries.
The platform is designed to be resilient, redundant and high-performing. Our platform is built as software modules that
run on standard x86 platforms without any dependency on custom hardware. The platform modules are split into the control
plane (Zscaler Central Authority), the enforcement plane (Zscaler Enforcement Nodes) and the logging and statistics plane
(Zscaler Nanolog Servers) as described below:
• Zscaler Central Authority: The Zscaler Central Authority monitors our entire security cloud and provides a central
location for software and database updates, policy and configuration settings and threat intelligence. The collection
of Zscaler Central Authority instances together act like the brain of the cloud, and they are geographically
distributed for redundancy and performance.
• Zscaler Enforcement Nodes: Customer traffic is directed to the nearest Zscaler Enforcement Node, where security,
management and compliance policies served by the Zscaler Central Authority are enforced. The Zscaler
Enforcement Node also incorporates our differentiated authentication and policy distribution mechanism that
enables any user to connect to any Zscaler Enforcement Node at any time to ensure full policy enforcement. The
Zscaler Enforcement Node utilizes a full proxy architecture and is built to ensure data is not written to disk to
maintain the highest level of data security. Data is scanned in RAM only and then erased. Logs are continuously
created in memory and forwarded to our logging module.
• Zscaler Log Servers: Our nanolog technology is built into the Zscaler Enforcement Node to perform lossless
compression of logs, enabling our platform to collect over 100 terabytes of unique raw log data every day. We do
not collect customer data other than logs, and those logs are encrypted, never written to disk at enforcement nodes,
and stored at destination of choice. Logs are transmitted to our logging servers over secure connections and
multicast to multiple servers for redundancy. Our dashboards provide our customers visibility into their traffic to
enable troubleshooting, policy changes and other administrative actions. Our analytics capabilities allow customers
to interactively mine billions of transaction logs to generate reports that provide insight on network utilization and
traffic. We do not rely on batch reporting; we continuously update our dashboards and reporting and can stream logs
8
to a third-party Security Information and Event Management, or SIEM, service as they arrive. Regardless of where
users are located, customers can choose to have logs stored in the United States or the European Union/Switzerland.
Customer data is isolated as part of our multi-tenant architecture.
Our platform is a critical integration point positioned in the data path providing secure access to the internet, cloud and
internal applications. We complement and interoperate with key technology and cloud vendors across major market
segments, including software-defined wide area network, or SD-WAN, identity and access management, or IAM, device and
endpoint management, as well as SIEM for reporting and analytics. Many of these vendors, like us, were developed in the
cloud and together provide a foundation for a modern access and security architecture.
Growth Strategies
The growing use of the internet and the increasing adoption of the cloud and mobility are driving network and
application transformation. As a provider of a fully integrated, multi-tenant cloud security solution, we enable our customers
to accelerate this secure transformation to the cloud and believe we are uniquely positioned to maximize value as they
undertake these transitions. Key elements of our growth strategy include:
• Continue to win new customers. We believe that we have a significant opportunity to expand our customer base,
both in the United States and internationally. We have invested significantly in our sales and marketing organization
to execute against this opportunity.
• Expand in existing customers. We leverage a land-and-expand approach with our existing customers to sell
subscriptions for additional users, additional a la carte solutions and premium solution bundles that contain more
functionality.
• Leverage channel partners to participate in cloud transformation initiatives. We have invested in establishing
long-standing relationships with global telecommunications service providers and are expanding our network of
global system integrators and regional telecommunications service providers and cloud-centric value-added
resellers.
• Expansion and innovation of services. We continue to invest in research and development and acquire new
technologies and products in order to add new and differentiated solutions to our existing product portfolio and to
improve the overall functionality, reliability, availability and scalability of our cloud security platform.
• Expansion into additional market segments. We are primarily targeting the expansion of our immediate
addressable market, emphasizing U.S. federal government agencies in the near- to medium-term as well as
additional international markets in the Asia Pacific region.
We sell to enterprises of all sizes. As of July 31, 2020, we had over 4,500 customers, including over 450 of the Forbes
Global 2000. Many of our customers include major global enterprises that send virtually all of their internet traffic through
our cloud security platform. Our customers operate in a variety of industries, including airlines and transportation,
conglomerates, consumer goods and retail, financial services, healthcare, manufacturing, media and communications, public
sector and education, technology and telecommunications services. Approximately 51% of our revenue in each of fiscal 2020
and fiscal 2019 and 55% of our revenue in fiscal 2018 was from customers outside the United States. No end customer
contributed more than 10% of our revenue in fiscal 2020, fiscal 2019 or fiscal 2018.
9
Sales and Marketing
Although we have a channel sales model, we use a joint sales approach in which our sales force develops relationships
directly with our customers, and together with our channel account teams, works with our channel partners on account
penetration, account coordination, sales and overall market development. Our customer care and success teams maintain
high-touch relationships with our customers to deploy and manage our cloud platform, identify, analyze and resolve
performance issues and respond to security threats. We believe customer service touchpoints are opportunities to further
develop our relationship with our customers and potentially generate incremental revenue through the addition of new users
and services.
Our channel partners consist of global telecommunications service provider, system integrator and value-added reseller
partners, and we leverage their relationships to expand our reach, improve procurement and accelerate customer fulfillment.
We enter into agreements with our channel partners in the ordinary course of business. The contracts typically have a
one-year term and renew automatically, subject to cancellation by either party upon 90 days’ notice. These agreements
contain standard commercial terms and conditions, including payment terms, billing frequency, warranties and
indemnification. Our channel partners generally place purchase orders with us after receiving orders from customers. We
generally maintain privity of contract with customers through end user subscription agreements.
We expect to continue investing in our channel partners as we provide them with education, training and programs,
including supporting their independent sales of our solutions. We believe that such investment, and investments in our sales
force, will lead to significant expansion in our customer base, which will materially impact our business and results of
operations.
Our marketing strategy is focused on platform and brand awareness, which drives our opportunity pipeline and
customer demand. This strategy is account-based, enabling us to pursue targeted marketing activities across both digital and
non-digital channels. We anticipate increasing our marketing team headcount and are investing in programs designed to
elevate our brand in the market and engage new enterprise accounts. We also participate in a number of cloud and security
industry events. In addition, we have a deeply integrated ecosystem of channel partners, with whom we engage in joint
marketing activities.
Data Center Operations
We operate our services across more than 150 data centers around the world, which are built to be highly resilient, have
multiple levels of redundancy and provide failover to other data centers in our network. Our data centers are co-located
within top-tier internet interconnection hubs that have direct connectivity, known as peering, to major telecommunication
service providers, SaaS providers, public cloud providers, internet content providers and popular internet destinations. A
number of our data centers are also located with our service provider partners. Our platform has received ISO 27001
certification since 2014. In addition, we received ISO 27701 and 270018 certifications in 2020. We are also SOC2 compliant
and cleared at the FedRamp High level for ZPA and “In Process” status at the High Impact level for ZIA.
Research and Development
Our research and development organization is responsible for the design, architecture, operation and quality of our
cloud platform. In addition to improving on our features, functionality and scalability, this organization works closely with
our cloud operations team to ensure that our platform is reliable, available and scalable. ThreatLabZ, our internal team of
security experts, researchers and network engineers, analyzes the global threat landscape, works to eliminate threats across
our cloud platform and reports on emerging security issues.
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Research and development expense was $97.9 million, $62.0 million and $39.4 million for fiscal 2020, fiscal 2019 and
fiscal 2018, respectively. Our research and development leadership team is based in San Jose, California, and we also
maintain research and development centers in India, Canada and Spain.
Competition
The market for security solutions is defined by changing technologies, an evolving threat landscape and complex
enterprise needs. Our competitors and potential competitors include legacy on-premises appliance vendors across a number
of categories:
•
•
•
•
independent IT security vendors, such as Check Point Software Technologies Ltd., Fortinet, Inc., Palo Alto
Networks, Inc. and Broadcom, which offer a broad mix of network and endpoint security products;
large networking vendors, such as Cisco Systems, Inc. and Juniper Networks, Inc., which offer security appliances
and incorporate security capabilities in their networking products;
companies such as FireEye, Inc., Forcepoint Inc. (previously, Websense, Inc.) and Pulse Secure, LLC with point
solutions that compete with some of the features of our cloud platform, such as proxy, firewall, sandboxing and
advanced threat protection, data loss prevention, encryption, load balancing and VPN; and
other providers of IT security services that offer, or may leverage related technologies to introduce, products that
compete with or are alternatives to our cloud platform.
The principal competitive factors in the markets in which we operate include:
•
•
•
•
•
•
•
•
•
delivering security from the cloud regardless of location of the user;
platform features, effectiveness and extensibility;
platform reliability, availability and scalability;
rapid development and delivery of new capabilities and services;
ability to integrate with other participants in the security and networking ecosystem;
price, total cost of ownership and network cost savings;
brand awareness, reputation and trust in the provider’s services;
strength of sales, marketing and channel partner relationships; and
quality of customer support.
We believe we are positioned favorably against our competitors based on these factors. Our cloud platform integrates
many of the point products offered by our competitors and potential competitors, which is a key differentiator. However,
many of our competitors have substantially greater financial, technical and other resources, greater brand recognition, larger
sales forces and marketing budgets, broader distribution networks, more diverse product and services offerings and larger and
more mature intellectual property portfolios. They may be able to leverage these resources to gain business in a manner that
discourages users from purchasing our services, including through selling at zero or negative margins, offering concessions,
product bundling or maintaining closed technology platforms. Further, many organizations have invested substantial
personnel and financial resources to design and operate their appliance-based network security architecture and may not be
willing or ready to abandon those historical investments. As our market grows and rapidly changes, we expect it will
11
continue to attract new companies, including smaller emerging companies, which could introduce new products and services.
In addition, we may expand into new markets and encounter additional competitors in such markets.
Intellectual Property
Our success depends in part upon our ability to protect and use our core technology and intellectual property rights. We
rely on a combination of patents, copyrights, trademarks, trade secret laws, contractual provisions and confidentiality
procedures to protect our intellectual property rights. As of July 31, 2020, we had over 190 issued and pending patents,
including in excess of 110 issued patents, in the United States and other countries. Our issued patents expire between 2028
and 2039 and cover various aspects of our cloud platform. In addition, we have registered “Zscaler” as a trademark in the
United States and other jurisdictions, and we have registered other trademarks and filed other trademark applications in the
United States. We are also the registered holder of a variety of domestic and international domain names that include
“Zscaler” and similar variations. In addition to the protection provided by our intellectual property rights, we enter into
confidentiality and invention assignment or similar agreements with our employees, consultants and contractors. We further
control the use of our proprietary technology and intellectual property rights through provisions in our subscription and
license agreements. Despite our efforts to protect our trade secrets and proprietary rights through intellectual property rights,
licenses and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our software and
technology. In addition to our internally developed technology, we also license software, including open source software,
from third parties that we integrate into or bundle with our cloud platform.
Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation
based on allegations of patent infringement or other violations of intellectual property rights. We believe that competitors will
try to develop products and services that are similar to ours and that may infringe our intellectual property rights. Our
competitors or other third-parties may also claim that our platform infringes their intellectual property rights. In particular,
leading companies in our industry have extensive patent portfolios. From time to time, third parties, including certain of these
leading companies and non-practicing entities, have in the past and may in the future assert claims of infringement,
misappropriation and other violations of intellectual property rights against us or our customers or channel partners, with
whom our license or other agreements may obligate us to indemnify against these claims. Successful claims of infringement
by a third-party could prevent us from offering certain services or features, require us to develop alternate, non-infringing
technology, which could require significant time and during which we could be unable to continue to offer our affected
subscriptions or services, require us to obtain a license, which may not be available on reasonable terms or at all, or force us
to pay substantial damages, royalties or other fees. As we face increasing competition and gain an increasingly higher profile,
the possibility of intellectual property rights claims against us grows. We cannot assure you that we do not currently infringe,
or that we will not in the future infringe, upon any third-party patents or other proprietary rights. See “Risk Factors-Claims by
others that we infringe their proprietary technology or other rights, or other lawsuits asserted against us, could result in
significant costs and substantially harm our business, financial condition, results of operations and prospects” for additional
information.
Employees
We had approximately 2,020 employees worldwide as of July 31, 2020. None of our employees in the United States
are represented by a labor organization or are party to any collective bargaining arrangement. In certain countries in which
we operate, we are subject to, and comply with, local labor law requirements which may automatically make our employees
subject to industry-wide collective bargaining agreements. We may be required to comply with the terms of these collective
bargaining agreements.
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Corporate Information
We were incorporated in the state of Delaware in September 2007 as SafeChannel, Inc., and in August 2008, we
changed our name to Zscaler, Inc. Our principal executive offices are located at 120 Holger Way, San Jose, CA 95134, and
our telephone number is (408) 533-0288. Our website address is www.zscaler.com. Information contained on, or that can be
accessed through, our website does not constitute part of this Annual Report on Form 10-K.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statement,
and all amendments to these filings, are available free of charge from our investor relations website
(https://ir.zscaler.com/financial-information/sec-filings) as soon as reasonably practicable following our filing with or
furnishing to the SEC of any of these reports. The SEC’s website (https://www.sec.gov) contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the SEC.
Zscaler investors and others should note that we announce material information to the public about our company,
products and services and other issues through a variety of means, including our website (https://www.zscaler.com/), our
investor relations website (https://ir.zscaler.com), our blogs (https://www.zscaler.com/blogs), press releases, SEC filings,
public conference calls and social media, in order to achieve broad, non-exclusionary distribution of information to the
public. We encourage our investors and others to review the information we make public in these locations as such
information could be deemed to be material information. Please note that this list may be updated from time to time.
The contents of any website referred to in this Form 10-K are not intended to be incorporated into this Annual Report
on Form 10-K or in any other report or document we file.
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Item 1A. Risk Factors
A description of the risks and uncertainties associated with our business is set forth below. You should carefully
consider the risks and uncertainties described below, as well as the other information in this Annual Report on Form 10-K,
including our consolidated financial statements and the related notes and "Management’s Discussion and Analysis of
Financial Condition and Results of Operations." The occurrence of any of the events or developments described below, or of
additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and
adversely affect our business, results of operations, financial condition and growth prospects. In such an event, the market
price of our common stock could decline, and you could lose all or part of your investment.
Risks Related to Our Business
The impact of the ongoing COVID-19 pandemic, including the resulting global economic uncertainty, is highly
uncertain, very unclear and difficult to predict at this time, but it may have a material adverse impact on our business,
results of operations, financial condition, liquidity and cash flows.
In March 2020, the World Health Organization categorized COVID-19 as a pandemic, and the government of the United
States declared the COVID-19 outbreak a national emergency. COVID-19 continues to spread throughout the United States
and globally, and the duration, severity of its effects and ultimate impact to the world’s population and the global economy
are unknown. To attempt to mitigate the spread of the pandemic, many state, local, and foreign governments have put in
place travel restrictions, quarantines, shelter-in-place orders, and other government orders and restrictions. These restrictions
and orders have resulted in business closures, work stoppages, slowdowns and delays, work-from-home policies, and
cancellation or postponement of events, among other effects that could adversely impact our operations, as well as the
operations of our customers, partners and vendors. In response to these government actions and mandates, we have modified
and may continue to modify our business practices, including, among others, directing all employees to work from home,
restricting employee travel, transitioning our employee onboarding and training to remote or online programs, holding virtual
sales calls and meetings, and cancelling physical participation in events and conferences. There is no certainty that the
measures we have taken will be sufficient to mitigate the risks posed by the pandemic.
The impact of the COVID-19 pandemic is fluid and uncertain. We are unable to predict the impact that the COVID-19
pandemic will have on our results of operations, financial condition, liquidity and cash flows due to numerous uncertainties,
including the duration and severity of the pandemic and the impact of the various mitigation efforts. The COVID-19
pandemic has caused a global economic downturn and extreme volatility in financial markets, which could materially and
adversely affect demand for our products and services as well as our results of operations and financial condition even after
the pandemic is contained and global economic activity stabilizes. The COVID-19 pandemic, as well as intensified measures
undertaken to contain the spread of COVID-19, could decrease the spending of our existing and potential new customers;
cause our customers to fail to renew, reduce, shorten, terminate, or renegotiate their subscriptions for our services; and
lengthen collection periods of accounts receivable. Any of these developments could adversely affect our business, results of
operations, and financial condition. Additionally, concerns over the economic impact of the COVID-19 pandemic have
caused extreme volatility in financial and other capital markets which may adversely impact our stock price.
While we have not to date experienced a significant impact to our business, operations or financial results as a result of
the pandemic, there can be no assurance that these events will not have a material adverse impact on our business, operations
or financial results in subsequent quarters or fiscal years.
We have a history of losses and may not be able to achieve or sustain profitability in the future.
We have incurred net losses in all periods since our inception, and we expect we will continue to incur net losses for the
foreseeable future. We experienced net losses of $115.1 million, $28.7 million and $33.6 million for fiscal 2020, fiscal 2019
14
and fiscal 2018, respectively. As of July 31, 2020, we had an accumulated deficit of $339.6 million. Because the market for
our cloud platform is rapidly evolving and cloud security solutions have not yet reached widespread adoption, it is difficult
for us to predict our future results of operations. We expect our operating expenses to increase significantly over the next
several years as we continue to hire additional personnel, particularly in sales and marketing, expand our operations and
infrastructure, both domestically and internationally, and continue to develop our platform. In addition to the expected costs
to grow our business, we also expect to incur significant additional legal, accounting and other expenses as a newly public
company. If we fail to increase our revenue to offset the increases in our operating expenses, we may not achieve or sustain
profitability in the future.
If organizations do not adopt our cloud platform, our ability to grow our business and operating results may be
adversely affected.
Cloud technologies are still evolving, and it is difficult to predict customer demand and adoption rates for our solutions
or cloud-based offerings generally. We believe that our cloud platform offers superior protection to our customers, who are
becoming increasingly dependent on the internet as they move their applications and data to the cloud. We also believe that
our cloud platform represents a major shift from on-premises appliance-based security solutions. However, traditional on-
premises security appliances are entrenched in the infrastructure of many of our potential customers, particularly large
enterprises, because of their prior investment in and the familiarity of their IT personnel with on-premises appliance-based
solutions. As a result, our sales process often involves extensive efforts to educate our customers on the benefits and
capabilities of our cloud platform, particularly as we continue to pursue customer relationships with large organizations. Even
with these efforts, we cannot predict market acceptance of our cloud platform, or the development of competing products or
services based on other technologies. If we fail to achieve market acceptance of our cloud platform or are unable to keep pace
with industry changes, our ability to grow our business and our operating results will be materially and adversely affected.
If we are unable to attract new customers, our future results of operations could be harmed.
To increase our revenue and achieve and maintain profitability, we must add new customers. To do so, we must
successfully convince IT decision makers that, as they adopt SaaS applications and the public cloud, security delivered
through the cloud provides significant advantages over legacy on-premises appliance-based security products. Additionally,
many of our customers broadly deploy our products, which requires a significant commitment of resources. These factors
significantly impact our ability to add new customers and increase the time, resources and sophistication required to do so. In
addition, numerous other factors, many of which are out of our control, may now or in the future impact our ability to add
new customers, including potential customers’ commitments to legacy IT security vendors and products, real or perceived
switching costs, our failure to expand, retain and motivate our sales and marketing personnel, our failure to develop or
expand relationships with our channel partners or to attract new channel partners, failure by us to help our customers to
successfully deploy our cloud platform, negative media or industry or financial analyst commentary regarding us or our
solutions, litigation and deteriorating general economic conditions, including as a result of the COVID-19 pandemic, which
has disproportionately affected certain of the industries and markets which we serve, such as transportation, hospitality,
leisure and retail. If our efforts to attract new customers are not successful, our revenue and rate of revenue growth may
decline, we may not achieve profitability and our future results of operations could be materially harmed.
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If our customers do not renew their subscriptions for our services and add additional users and services to their
subscriptions, our future results of operations could be harmed.
In order for us to maintain or improve our results of operations, it is important that our customers renew their
subscriptions for our services when existing contract terms expire, and that we expand our commercial relationships with our
existing customers. Our customers have no obligation to renew their subscriptions for our services after the expiration of their
contractual subscription period, which is typically one to three years, and in the normal course of business, some customers
have elected not to renew. In addition, in certain cases, customers may cancel their subscriptions without cause either at any
time or upon advance written notice (typically ranging from 30 days to 60 days), typically subject to an early termination
penalty for unused services. In addition, our customers may renew for fewer users, renew for shorter contract lengths or
switch to a lower-cost suite. These risks may increase due to the COVID-19 pandemic, as our customers may be financially
constrained in their IT spending. If our customers do not renew their subscription services, we could incur impairment losses
related to our deferred contract acquisition costs. It is difficult to accurately predict long-term customer retention because of
our varied customer base and given the length of our subscription contracts. Our customer retention and expansion may
decline or fluctuate as a result of a number of factors, including our customers’ satisfaction with our services, our prices and
pricing plans, our customers’ spending levels, decreases in the number of users to which our customers deploy our solutions,
mergers and acquisitions involving our customers, competition and deteriorating general economic conditions.
Our future success also depends in part on the rate at which our current customers add additional users or services to
their subscriptions, which is driven by a number of factors, including customer satisfaction with our services, customer
security and networking issues and requirements, general economic conditions and customer reaction to the price per
additional user or of additional services. If our efforts to expand our relationship with our existing customers are not
successful, our business may materially suffer.
We face intense and increasing competition and could lose market share to our competitors, which could adversely
affect our business, financial condition and results of operations.
The market for network security solutions is intensely competitive and characterized by rapid changes in technology,
customer requirements, industry standards and frequent introductions of new and improvements of existing products and
services. Our business model of delivering security through the cloud rather than legacy on-premises appliances is still
relatively new and has not yet gained widespread market traction. Moreover, we compete with many established network and
security vendors who are aggressively competing against us with their legacy appliance-based solutions and are also seeking
to introduce cloud-based services that have functionality similar to our cloud platform. We expect competition to increase as
other established and emerging companies enter the security solutions market, in particular with respect to cloud-based
security solutions, as customer requirements evolve and as new products, services and technologies are introduced. If we are
unable to anticipate or effectively react to these competitive challenges, our competitive position could weaken, and we could
experience a decline in revenue or our growth rate that could materially and adversely affect our business and results of
operations.
Our competitors and potential competitors include:
•
•
independent IT security vendors, such as Check Point Software Technologies Ltd., Fortinet, Inc., Palo Alto
Networks, Inc. and Broadcom, which offer a broad mix of network and endpoint security products;
large networking vendors, such as Cisco Systems, Inc. and Juniper Networks, Inc., which offer security appliances
and incorporate security capabilities in their networking products;
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•
•
companies such as FireEye, Inc., Forcepoint Inc. (previously, Websense, Inc.) and Pulse Secure, LLC with point
solutions that compete with some of the features of our cloud platform, such as proxy, firewall, sandboxing and
advanced threat protection, data loss prevention, encryption, load balancing and VPN; and
other providers of IT security services that offer, or may leverage related technologies to introduce, products that
compete with or are alternatives to our cloud platform.
Many of our existing competitors have, and some of our potential competitors could have, substantial competitive
advantages such as:
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•
•
•
•
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•
greater name recognition, longer operating histories and larger customer bases;
larger sales and marketing budgets and resources;
broader distribution and established relationships with channel partners and customers;
greater customer support resources;
greater resources to make acquisitions and enter into strategic partnerships;
lower labor and research and development costs;
larger and more mature intellectual property rights portfolios; and
substantially greater financial, technical and other resources.
Our competitors may be successful in convincing IT decision makers that legacy appliance-based security products or
hybrid security cloud solutions based on legacy appliances are sufficient to meet their security needs and provide security
performance that competes with our cloud platform. In addition, our competitors may develop cloud-based solutions with
architectures similar to our products. Further, many organizations have invested substantial personnel and financial resources
to design and operate their appliance-based networks and have established deep relationships with appliance vendors. As a
result, these organizations may prefer to purchase from their existing suppliers rather than add or switch to a new supplier.
Our larger competitors have substantially broader and more diverse product and services offerings, which may allow
them to leverage their relationships based on other products or incorporate functionality into existing products to gain
business in a manner that discourages users from purchasing our services, including through selling at zero or negative
margins, offering concessions, bundling products or maintaining closed technology platforms. Many competitors that
specialize in providing protection from a single type of security threat may be able to deliver these targeted security products
to the market more quickly than we can or to convince organizations that these limited products meet their needs.
Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering or
acquisitions by our competitors or continuing market consolidation. New start-up companies that innovate and large
competitors that are making significant investments in research and development may invent similar or superior products,
services and technologies that compete with our cloud platform. In addition, large companies with substantial
communications infrastructure, such as global telecommunications services provider partners or public cloud providers, could
choose to enter the security solutions market. Some of our current or potential competitors have made or could make
acquisitions of businesses or establish cooperative relationships that may allow them to offer more directly competitive and
comprehensive solutions than were previously offered and adapt more quickly to new technologies and customer needs.
These competitive pressures in our market or our failure to compete effectively may result in price reductions, fewer orders,
reduced revenue and gross margins, increased net losses and loss of market share. Any failure to meet and address these
factors could materially harm our business and operating results.
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We have experienced rapid revenue and other growth in recent periods, which may not be indicative of our future
performance.
We have experienced rapid growth in revenue, operations and employee headcount in recent periods. In addition, the
number of customers, users and internet traffic on our cloud platform has increased rapidly in recent years. You should not
consider our recent growth in these areas as indicative of our future performance. While we expect to continue to expand our
operations and to increase our headcount significantly in the future, both domestically and internationally, our growth may
not be sustainable. In particular, our recent revenue growth rates may decline in the future and may not be sufficient to
achieve and sustain profitability, as we also expect our costs to increase in future periods. We believe that historical
comparisons of our revenue may not be meaningful and should not be relied upon as an indication of future performance.
Accordingly, you should not rely on our revenue and other growth for any prior quarter or fiscal year as an indication of our
future revenue or revenue growth.
If we fail to effectively manage our growth, we may be unable to execute our business plan, maintain high levels of
service, adequately address competitive challenges or maintain our corporate culture, and our business, financial
condition and results of operations would be harmed.
Our growth has placed, and future growth will continue to place, a significant strain on our management and our
administrative, operational and financial infrastructure. Our success will depend in part on our ability to manage this growth
effectively, which will require that we continue to improve our administrative, operational, financial and management
systems and controls by, among other things:
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effectively attracting, training and integrating, including collaborating with, a large number of new employees, and
in the short term, to do so remotely during the COVID-19 pandemic;
further improving our key business applications, processes and IT infrastructure, including our data centers, to
support our business needs;
enhancing our information and communication systems to ensure that our employees and offices around the world
are well coordinated and can effectively communicate with each other and our growing base of channel partners,
customers and users; and
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appropriately documenting and testing our IT systems and business processes.
These and other improvements in our systems and controls will require significant capital expenditures and the allocation
of valuable management and employee resources. If we fail to implement these improvements effectively, our ability to
manage our expected growth, ensure uninterrupted operation of our cloud platform and key business systems and comply
with the rules and regulations applicable to public companies could be impaired, the quality of our platform and services
could suffer and we may not be able to adequately address competitive challenges.
In addition, we believe that our corporate culture has been a contributor to our success, which we believe fosters
innovation, teamwork and an emphasis on customer-focused results. We also believe that our culture creates an environment
that drives and perpetuates our strategy and cost-effective distribution approach. As we grow and develop the infrastructure
of a public company, we may find it difficult to maintain our corporate culture. Preservation of our corporate culture is also
made more difficult as our work force has been working from home in connection with restrictions placed upon businesses
due to the COVID-19 pandemic. A long-term continuation of these restrictions could, among other things, negatively impact
employee morale and productivity. Any failure to preserve our culture could harm our future success, including our ability to
retain and recruit personnel, innovate and operate effectively and execute on our business strategy. If we experience any of
these effects in connection with future growth, it could materially impair our ability to attract new customers, retain existing
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customers and expand their use of our platform, all of which would materially and adversely affect our business, financial
condition and results of operations.
Our relatively limited operating history makes it difficult to evaluate our current business and prospects and may
increase the risk that we will not be successful.
Our relatively limited operating history makes it difficult to evaluate our current business and prospects and plan for our
future growth. We were incorporated in 2007, with much of our growth occurring in recent years. As a result, our business
model has not been fully proven, which subjects us to a number of uncertainties, including our ability to plan for and model
future growth. While we have continued to develop our solutions to incorporate multiple security and compliance
applications into a single purpose-built, multi-tenant, distributed cloud platform, we have encountered and will continue to
encounter risks and uncertainties frequently experienced by rapidly growing companies in developing markets, including our
ability to achieve broad market acceptance of our cloud platform, attract additional customers, grow partnerships, withstand
increasing competition and manage increasing expenses as we continue to grow our business. If our assumptions regarding
these risks and uncertainties are incorrect or change in response to changes in the market for network security solutions, our
operating and financial results could differ materially from our expectations and our business could suffer.
Our operating results may fluctuate significantly, which could make our future results difficult to predict and could
cause our operating results to fall below expectations.
Our operating results may fluctuate from quarter to quarter as a result of a number of factors, many of which are outside
of our control and may be difficult to predict. Some of the factors that may cause our results of operations to fluctuate from
quarter to quarter include:
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broad market acceptance and the level of demand for our cloud platform;
our ability to attract new customers, particularly large enterprises;
our ability to retain customers and expand their usage of our platform, particularly our largest customers;
our ability to successfully expand internationally and penetrate key markets;
the effectiveness of our sales and marketing programs;
the length of our sales cycle, including the timing of renewals;
technological changes and the timing and success of new service introductions by us or our competitors or any other
change in the competitive landscape of our market;
increases in and timing of operating expenses that we may incur to grow and expand our operations and to remain
competitive;
pricing pressure as a result of competition or otherwise;
seasonal buying patterns for IT spending, including the possible slowdown in IT spending due to the recent global
economic downturn;
the quality and level of our execution of our business strategy and operating plan;
adverse litigation judgments, settlements or other litigation-related costs;
changes in the legislative or regulatory environment;
the impact and costs related to the acquisition of businesses, talent, technologies or intellectual property rights; and
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general economic conditions in either domestic or international markets, including geopolitical uncertainty and
instability and global health crises and pandemics, such as COVID-19, and governmental responses thereto.
Any one or more of the factors above may result in significant fluctuations in our results of operations. We also intend to
continue to invest significantly to grow our business in the near future rather than optimizing for profitability or cash flows.
In addition, we generally experience seasonality in terms of when we enter into agreements with customers. We typically
enter into a higher percentage of agreements with new customers, as well as renewal agreements with existing customers, in
the second and fourth quarters of our fiscal year. This seasonality is reflected to a much lesser extent, and sometimes is not
immediately apparent, in revenue, due to the fact that we recognize subscription revenue ratably over the term of the
subscription, which is generally one to three years. We expect that seasonality will continue to affect our operating results in
the future and may reduce our ability to predict cash flow and optimize the timing of our operating expenses.
The variability and unpredictability of our quarterly results of operations or other operating metrics could result in our
failure to meet our expectations or those of industry or financial analysts. If we fail to meet or exceed such expectations for
these or any other reasons, the market price of our common stock could fall substantially, and we could face costly lawsuits,
including securities class action suits.
If the delivery of our services to our customers is interrupted or delayed for any reason, our business could suffer.
Any interruption or delay in the delivery of our services will negatively impact our customers. Our solutions are
deployed via the internet, and our customers’ internet traffic is routed through our cloud platform. Our customers depend on
the continuous availability of our cloud platform to access the internet, and our services are designed to operate without
interruption in accordance with our service level commitments. If our entire platform were to fail, customers and users could
lose access to the internet until such disruption is resolved or customers deploy disaster recovery options that allow them to
bypass our cloud platform to access the internet. The adverse effects of any service interruptions on our reputation and
financial condition may be disproportionately heightened due to the nature of our business and the fact that our customers
expect continuous and uninterrupted internet access and have a low tolerance for interruptions of any duration. While we do
not consider them to have been material, we have experienced, and may in the future experience, service disruptions and
other performance problems due to a variety of factors.
The following factors, many of which are beyond our control, can affect the delivery and availability of our services and
the performance of our cloud:
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the development and maintenance of the infrastructure of the internet;
the performance and availability of third-party telecommunications services with the necessary speed, data capacity
and security for providing reliable internet access and services;
decisions by the owners and operators of the data centers where our cloud infrastructure is deployed or by global
telecommunications service provider partners who provide us with network bandwidth to terminate our contracts,
discontinue services to us, shut down operations or facilities, increase prices, change service levels, limit bandwidth,
declare bankruptcy or prioritize the traffic of other parties;
the occurrence of earthquakes, floods, fires, pandemics, power loss, system failures, physical or electronic break-ins,
acts of war or terrorism, human error or interference (including by disgruntled employees, former employees or
contractors) and other catastrophic events;
cyberattacks, including denial of service attacks, targeted at us, our data centers, our global telecommunications
service provider partners or the infrastructure of the internet;
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failure by us to maintain and update our cloud infrastructure to meet our traffic capacity requirements;
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errors, defects or performance problems in our software, including third-party software incorporated in our software,
which we use to operate our cloud platform;
improper classification of websites by our vendors who provide us with lists of malicious websites;
improper deployment or configuration of our services;
the failure of our redundancy systems, in the event of a service disruption at one of our data centers, to provide
failover to other data centers in our data center network; and
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the failure of our disaster recovery and business continuity arrangements.
The occurrence of any of these factors, or if we are unable to efficiently and cost-effectively fix such errors or other
problems that may be identified, could damage our reputation, negatively impact our relationship with our customers or
otherwise materially harm our business, results of operations and financial condition.
In addition, we provide our services through a cloud-based inline proxy, and some governments, third-party products,
websites or services may block proxy-based traffic under certain circumstances. For example, vendors may attempt to block
traffic from our cloud platform or blacklist our IP addresses because they cannot identify the source of the proxy-based
traffic. Our competitors may use this as an excuse to block traffic from their solutions or blacklist our IP addresses, which
may result in our customers’ traffic being blocked from our platform. If our customers experience significant instances of
traffic blockages, they will experience reduced functionality or other inefficiencies, which would reduce customer
satisfaction with our services and likelihood of renewal.
The actual or perceived failure of our cloud platform to block malware or prevent a security breach could harm our
reputation and adversely impact our business, financial condition and results of operations.
Our cloud platform may fail to detect or prevent security breaches for any number of reasons. Our cloud platform is
complex and may contain performance issues that are not detected until after its deployment. We also provide frequent
solution updates and fundamental enhancements, which increase the possibility of errors, and our reporting, tracking,
monitoring and quality assurance procedures may not be sufficient to ensure we detect any such defects in a timely manner.
The performance of our cloud platform can be negatively impacted by our failure to enhance, expand or update our cloud
platform, errors or defects in our software, improper classification of websites by our vendors who provide us with lists of
malicious websites, improper deployment or configuration of our services and many other factors.
In addition, because the techniques used by computer hackers to access or sabotage networks change frequently and
generally are not recognized until launched against a target, there is a risk that a cyber threat could emerge that our services
are unable to detect or prevent until after some of our customers are impacted. Moreover, as our services are adopted by an
increasing number of enterprises, it is possible that the individuals and organizations behind cyber threats will focus on
finding ways to defeat our services. If this happens, our cloud platform could be targeted by attacks specifically designed to
disrupt our business and create the perception that our cloud platform is not capable of providing superior security, which, in
turn, could have a serious impact on our reputation as a provider of security solutions. Further, if a high profile security
breach occurs with respect to another cloud services provider, our customers and potential customers may lose trust in cloud
solutions generally, and with respect to security in particular, which could materially and adversely impact our ability to
retain existing customers or attract new customers.
Increasingly, companies are subject to a wide variety of attacks on their networks and systems, including traditional
computer hackers, malicious code (such as viruses and worms), distributed denial-of-service attacks, sophisticated attacks
conducted or sponsored by nation-states, advanced persistent threat intrusions, ransomware, and theft or misuse of
intellectual property or business or personal data, including by disgruntled employees, former employees or contractors. No
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security solution, including our cloud platform, can address all possible security threats or block all methods of penetrating a
network or otherwise perpetrating a security incident. Our customers must rely on complex network and security
infrastructures, which include products and services from multiple vendors, to secure their networks. If any of our customers
becomes infected with malware or experiences a security breach, they could be disappointed with our services, regardless of
whether our services are intended to block the attack or would have blocked the attack if the customer had properly
configured our cloud platform. Additionally, if any enterprises that are publicly known to use our services are the subject of a
cyberattack that becomes publicized, our current or potential customers may look to our competitors for alternatives to our
services.
From time to time, industry or financial analysts and research firms test our solutions against other security products.
Our services may fail to detect or prevent threats in any particular test for a number of reasons, including misconfiguration.
To the extent potential customers, industry or financial analysts or testing firms believe that the occurrence of a failure to
detect or prevent any particular threat is a flaw or indicates that our services do not provide significant value, our reputation
and business could be materially harmed.
Any real or perceived flaws in our cloud platform or any real or perceived security breaches or other security incidents of
our customers could result in:
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a loss of existing or potential customers or channel partners;
delayed or lost sales and harm to our financial condition and results of operations;
a delay in attaining, or the failure to attain, market acceptance;
the expenditure of significant financial resources in efforts to analyze, correct, eliminate, remediate or work around
errors or defects, to address and eliminate vulnerabilities and to address any applicable legal or contractual
obligations relating to any actual or perceived security breach;
negative publicity and damage to our reputation and brand; and
legal claims and demands (including for stolen assets or information, repair of system damages, and compensation
to customers and business partners), litigation, regulatory inquiries or investigations and other liability.
Any of the above results could materially and adversely affect our business, financial condition and results of operations.
Additionally, with data security a critical competitive factor in our industry, we make public statements in our privacy
policies, on our website, and elsewhere describing the security of our platform and the performance of our solutions. As a
result, we may face claims, including claims of unfair or deceptive trade practices, brought by the U.S. Federal Trade
Commission, state, local, or foreign regulators, and private litigants.
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If our global network of data centers which deliver our services was damaged or otherwise failed to meet the
requirement of our business, our ability to provide services to our customers and maintain the performance of our cloud
platform could be negatively impacted, which could cause our business to suffer.
We currently host our cloud platform and serve our customers from a global network of over 150 data centers. While we
have electronic access to the components and infrastructure of our cloud platform that are hosted by third parties, we do not
control the operation of these facilities. Consequently, we may be subject to service disruptions as well as failures to provide
adequate support for reasons that are outside of our direct control. Our data centers are vulnerable to damage or interruption
from a variety of sources, including earthquakes, floods, fires, power loss, system failures, computer viruses, physical or
electronic break-ins, human error or interference (including by disgruntled employees, former employees or contractors), and
other catastrophic events. Our data centers may also be subject to local administrative actions, changes to legal or permitting
requirements and litigation to stop, limit or delay operations. Despite precautions taken at these facilities, such as disaster
recovery and business continuity arrangements, the occurrence of a natural disaster or an act of terrorism, a decision to close
the facilities without adequate notice or other unanticipated problems at these facilities could result in interruptions or delays
in our services, impede our ability to scale our operations or have other adverse impacts upon our business. In addition, if we
do not accurately plan for our infrastructure capacity requirements and we experience significant strains on our data center
capacity, we may experience delays and additional expenses in arranging new data centers, and our customers could
experience performance degradation or service outages that may subject us to financial liabilities, result in customer losses
and materially harm our business. For example, to manage a dramatic increase in ZPA traffic resulting from our customers'
employees working from home in response to the COVID-19 pandemic, we increased our use of public cloud infrastructure
which is substantially more expensive than our own data centers. If we must continue to use or further increase our use of
public cloud infrastructure in the future, our results of operations could be negatively impacted.
Our business and growth depend in part on the success of our relationships with our channel partners.
We currently derive most of our revenue from sales through our channel partner network, and we expect for the
foreseeable future most of our future revenue growth will also be driven through this network. Not only does our joint sales
approach require additional investment to grow and train our sales force, but we believe that continued growth in our
business is dependent upon identifying, developing and maintaining strategic relationships with our existing and potential
channel partners, including global systems integrators and regional telecommunications service providers that will in turn
drive substantial revenue and provide additional value-added services to our customers. Our channel partners’ operations may
also be negatively impacted by other effects the COVID-19 pandemic is having on the global economy, such as increased
credit risk of end customers and the uncertain credit markets. Our agreements with our channel partners are generally non-
exclusive, meaning our channel partners may offer customers the products of several different companies, including products
that compete with our cloud platform. In general, our channel partners may also cease marketing or reselling our platform
with limited or no notice and without penalty. If our channel partners do not effectively market and sell subscriptions to our
cloud platform, choose to promote our competitors’ products or fail to meet the needs of our customers, our ability to grow
our business and sell subscriptions to our cloud platform may be adversely affected. For example, sales through our top five
channel partners and their affiliates, in aggregate, represented 40% of our revenue for fiscal 2020 and 42% of our revenue for
fiscal 2019 and fiscal 2018. In addition, our channel partner structure could subject us to lawsuits or reputational harm if, for
example, a channel partner misrepresents the functionality of our cloud platform to customers or violates applicable laws or
our corporate policies. Our ability to achieve revenue growth in the future will depend in large part on our success in
maintaining successful relationships with our channel partners, identifying additional channel partners and training our
channel partners to independently sell and deploy our platform. If we are unable to maintain our relationships with our
existing channel partners or develop successful relationships with new channel partners or if our channel partners fail to
perform, our business, financial position and results of operations could be materially and adversely affected.
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If we are not able to maintain and enhance our brand, our business and results of operations may be adversely
affected.
We believe that maintaining and enhancing our reputation as a provider of high-quality security solutions is critical to
our relationship with our existing customers and channel partners and our ability to attract new customers and channel
partners. The successful promotion of our brand will depend on a number of factors, including our marketing efforts, our
ability to continue to develop high-quality features and solutions for our cloud platform and our ability to successfully
differentiate our platform from competitive products and services. Our brand promotion activities may not be successful or
yield increased revenue. In addition, independent industry or financial analysts often provide reviews of our platform, as well
as products and services of our competitors, and perception of our platform in the marketplace may be significantly
influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors’ products
and services, our brand may be adversely affected. Additionally, the performance of our channel partners may affect our
brand and reputation if customers do not have a positive experience with our channel partners’ services. The promotion of
our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market
becomes more competitive, we expand into new markets and more sales are generated through our channel partners. To the
extent that these activities yield increased revenue, this revenue may not offset the increased expenses we incur. If we do not
successfully maintain and enhance our brand, our business may not grow, we may have reduced pricing power relative to
competitors and we could lose customers or fail to attract potential customers, all of which would materially and adversely
affect our business, results of operations and financial condition.
If we do not effectively develop and expand our sales and marketing capabilities, we may be unable to add new
customers or increase sales to our existing customers, and our business will be adversely affected.
To increase the number of customers and increase the market acceptance of our platform, we will need to expand our
sales and marketing operations, including our domestic and international sales force. Although we have a channel sales
model, our sales representatives typically engage in direct interaction with our prospective customers. Therefore, we continue
to be substantially dependent on our sales force to obtain new customers. Increasing our customer base and achieving broader
market acceptance of our cloud platform will depend, to a significant extent, on our ability to expand and further invest in our
sales and marketing operations and activities. There is significant competition for sales personnel with the advanced sales
skills and technical knowledge we need. We believe that selling a cloud-based security solution requires particularly talented
sales personnel with the ability to communicate the transformative potential of our cloud platform. Our ability to achieve
significant growth in revenue in the future will depend, in large part, on our success in recruiting, training and retaining
sufficient numbers of these talented sales personnel in both the U.S. and international markets. In particular, in the near term,
we expect to expand our sales and marketing organization significantly. In particular, in the near term, we expect to expand
our sales and marketing organization significantly and there is no guarantee that we can effectively transition our employee
onboarding and training processes to remote or online programs during the COVID-19 pandemic and efficiently integrate
these new hires into our organization
New hires require significant training and may take significant time before they achieve full productivity. As a result, our
new hires and planned hires may not become as productive as we would like, and we may be unable to hire or retain
sufficient numbers of qualified individuals in the future. As a result of our rapid growth, a large percentage of our sales and
marketing team is new to our company and selling our solutions, and therefore this team may be less effective than our more
seasoned employees. Furthermore, hiring sales personnel in new countries, or expanding our existing presence, requires
upfront and ongoing expenditures that we may not recover if the sales personnel fail to achieve full productivity. We cannot
predict whether, or to what extent, our sales will increase as we expand our sales force or how long it will take for sales
personnel to become productive. For example, we recently hired a new president go-to-market and chief revenue officer. The
effectiveness of our sales and marketing has also varied over time and, together with the effectiveness of any partners or
resellers we may engage, may vary in the future. Our business and operating results may be harmed if our efforts do not
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generate a correspondingly significant increase in revenue. We may not achieve anticipated revenue growth from expanding
our sales force if we are unable to hire, develop and retain talented sales personnel, if our new sales personnel are unable to
achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.
Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.
The timing of our sales and related revenue recognition is difficult to predict because of the length and unpredictability
of the sales cycle for our cloud platform, particularly with respect to large organizations. Our sales efforts typically involve
educating our prospective customers about the uses, benefits and the value proposition of our cloud platform. Customers
often view the subscription to our cloud platform as a significant decision as part of a strategic transformation initiative and,
as a result, frequently require considerable time to evaluate, test and qualify our platform prior to entering into or expanding a
relationship with us. Large enterprises and government entities in particular often undertake a significant evaluation process
that further lengthens the sales cycle. The ongoing COVID-19 pandemic may further extend sales cycles for some of our
products and services.
Our sales force develops relationships directly with our customers, and together with our channel account teams, works
with our channel partners on account penetration, account coordination, sales and overall market development. We spend
substantial time and resources on our sales efforts without any assurance that our efforts will produce a sale. Platform
purchases are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and
other delays. As a result, it is difficult to predict whether and when a sale will be completed and when revenue from a sale
will be recognized.
Sales to larger customers involve risks that may not be present, or that are present to a lesser extent, with sales to smaller
customers, which can act as a disincentive to our sales team to pursue these larger customers. These risks include:
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competition from companies that traditionally target larger enterprises and that may have pre-existing relationships
or purchase commitments from such customers;
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increased purchasing power and leverage held by larger customers in negotiating contractual arrangements with us;
• more stringent requirements in our support obligations; and
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longer sales cycles and the associated risk that substantial time and resources may be spent on a potential customer
that elects not to purchase our solutions.
The failure of our efforts to secure sales after investing resources in a lengthy sales process could materially and
adversely affect our business and operating results.
If we fail to develop or introduce new enhancements to our cloud platform on a timely basis, our ability to attract and
retain customers, remain competitive and grow our business could be impaired.
The industry in which we compete is characterized by rapid technological change, frequent introductions of new
products and services, evolving industry standards and changing regulations, as well as changing customer needs,
requirements and preferences. Our ability to attract new customers and increase revenue from existing customers will depend
in significant part on our ability to anticipate and respond effectively to these changes on a timely basis and continue to
introduce enhancements to our cloud platform. The success of our cloud platform depends on our continued investment in
our research and development organization to increase the reliability, availability and scalability of our existing solutions.
The success of any enhancement depends on several factors, including the timely completion and market acceptance of the
enhancement. Any new service that we develop might not be introduced in a timely or cost-effective manner and might not
achieve the broad market acceptance necessary to generate significant revenue. If new technologies emerge that deliver
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competitive products and services at lower prices, more efficiently, more conveniently or more securely, these technologies
could adversely impact our ability to compete effectively. Any delay or failure in the introduction of enhancements could
materially harm our business, results of operations and financial condition.
Because we recognize revenue from subscriptions for our services over the term of the subscription, downturns or
upturns in new business may not be immediately reflected in our operating results and may be difficult to discern.
We generally recognize revenue from customers ratably over the terms of their subscriptions, which are typically one to
three years. As a result, a substantial portion of the revenue we report in each period is attributable to the recognition of
deferred revenue relating to agreements that we entered into during previous periods. Consequently, any increase or decline
in new sales or renewals in any one period may not be immediately reflected in our revenue for that period. Any such change,
however, may affect our revenue in future periods. Additionally, subscriptions that are invoiced annually in advance or multi-
year in advance contribute significantly to our short-term and long-term deferred revenue in comparison to our invoices
issued quarterly and monthly in advance, which will also affect our financial position in any given period. Accordingly, the
effect of downturns or upturns in new sales and potential changes in our rate of renewals may not be fully reflected in our
results of operations until future periods. We may also be unable to reduce our cost structure in line with a significant
deterioration in sales or renewals. Our subscription model also makes it difficult for us to rapidly increase our revenue
through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription
term.
If our cloud platform or internal networks, systems or data are or are perceived to have been breached, our solution
may be perceived as insecure, our reputation may be damaged and our financial results may be negatively impacted.
It is virtually impossible for us to entirely mitigate the risk of breaches of our cloud platform or other security incidents
affecting our internal systems, networks or data. In addition, the functionality of our platform may be disrupted, either
intentionally or due to negligence, by third parties, including disgruntled employees or contractors and other current or
former employees or contractors. The security measures we use internally and have integrated into our cloud platform, which
are designed to detect unauthorized activity and prevent or minimize security breaches, may not function as expected or may
not be sufficient to identify or protect against certain attacks. Companies are subject to a wide variety of attacks on their
networks and systems, and techniques used to sabotage or to obtain unauthorized access to networks in which data is stored
or through which data is transmitted change frequently and generally are not recognized until launched against a target. As a
result, we may be unable to anticipate these techniques or implement adequate measures to prevent an electronic intrusion
into our customers through our cloud platform or to prevent breaches and other security incidents affecting our cloud
platform, internal networks, systems or data. Further, once identified, we may be unable to remediate or otherwise respond to
a breach or other incident in a timely manner. Actual or perceived security breaches of our cloud platform could result in
actual or perceived breaches of our customers’ networks and system.
Our internal systems are exposed to the same cybersecurity risks and consequences of a breach as our customers and
other enterprises. However, since our business is focused on providing reliable security services to our customers, we believe
that an actual or perceived breach of, or security incident affecting, our internal networks, systems or data, could be
especially detrimental to our reputation, customer confidence in our solution and our business. Additionally, due to the
COVID-19 pandemic, many of our personnel are working remotely, which may pose additional data security risks.
Any real or perceived security breaches or other security incidents that we suffer with regard to our systems, networks or
data, including any such actual or perceived security breaches or security incidents that result, or are believed to result, in
actual or perceived breaches of our customers’ networks or systems, could result in:
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the expenditure of significant financial resources in efforts to analyze, correct, eliminate, remediate or work around
errors or defects, to address and eliminate vulnerabilities and to address any applicable legal or contractual
obligations relating to any actual or perceived security breach or other security incident;
negative publicity and damage to our reputation, brand, and market position;
harm to our relationships with, and a loss of, existing or potential customers or channel partners;
delayed or lost sales and harm to our financial condition and results of operations;
a delay in attaining, or the failure to attain, market acceptance; and
legal claims and demands (including for stolen assets or information, repair of system damages and compensation to
customers and business partners), litigation, regulatory inquiries or investigations and other liability.
Any of the above could materially and adversely affect our business, financial condition and results of operations.
While we maintain insurance, our insurance may be insufficient to cover all liabilities incurred in relation to actual or
perceived security breaches or other security incidents. We also cannot be certain that our insurance coverage will be
adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms,
or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large
claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including
premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect
on our business, including our financial condition, operating results, and reputation.
If our cloud platform does not interoperate with our customers’ network and security infrastructure or with third-
party products, websites or services, our cloud platform may become less competitive and our results of operations may be
harmed.
Our cloud platform must interoperate with our customers’ existing network and security infrastructure. These complex
systems are developed, delivered and maintained by the customer and a myriad of vendors and service providers. As a result,
the components of our customers’ infrastructure have different specifications, rapidly evolve, utilize multiple protocol
standards, include multiple versions and generations of products and may be highly customized. We must be able to
interoperate and provide our security services to customers with highly complex and customized networks, which requires
careful planning and execution between our customers, our customer support teams and our channel partners. Further, when
new or updated elements of our customers’ infrastructure or new industry standards or protocols, such as HTTP/2, are
introduced, we may have to update or enhance our cloud platform to allow us to continue to provide service to customers.
Our competitors or other vendors may refuse to work with us to allow their products to interoperate with our solutions, which
could make it difficult for our cloud platform to function properly in customer networks that include these third-party
products.
We may not deliver or maintain interoperability quickly or cost-effectively, or at all. These efforts require capital
investment and engineering resources. If we fail to maintain compatibility of our cloud platform with our customers’ network
and security infrastructures, our customers may not be able to fully utilize our solutions, and we may, among other
consequences, lose or fail to increase our market share and experience reduced demand for our services, which would
materially harm our business, operating results and financial condition.
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We provide service level commitments under our customer contracts. If we fail to meet these contractual
commitments, we could be obligated to provide credits for future service and our business could suffer.
Our customer agreements contain service level commitments, which contain specifications regarding the availability and
performance of our cloud platform. Any failure of or disruption to our infrastructure could impact the performance of our
platform and the availability of services to customers. If we are unable to meet our stated service level commitments or if we
suffer extended periods of poor performance or unavailability of our platform, we may be contractually obligated to provide
affected customers with service credits for future subscriptions, and, in certain cases, refunds. To date, there has not been a
material failure to meet our service level commitments, and we do not currently have any material liabilities accrued on our
balance sheet for such commitments. Our revenue, other results of operations and financial condition could be harmed if we
suffer performance issues or downtime that exceeds the service level commitments under our agreements with our customers.
Our ability to maintain customer satisfaction depends in part on the quality of our customer support, including the
quality of the support provided on our behalf by certain channel partners. Failure to maintain high-quality customer
support could have an adverse effect on our business, financial condition and results of operations.
If we do not provide superior support to our customers, our ability to renew subscriptions, increase the number of users
and sell additional services to customers will be adversely affected. We believe that successfully delivering our cloud
solution requires a particularly high level of customer support and engagement. We or our channel partners must successfully
assist our customers in deploying our cloud platform, resolving performance issues, addressing interoperability challenges
with a customer’s existing network and security infrastructure and responding to security threats and cyberattacks. Many
enterprises, particularly large organizations, have very complex networks and require high levels of focused support,
including premium support offerings, to fully realize the benefits of our cloud platform. Any failure by us to maintain the
expected level of support could reduce customer satisfaction and hurt our customer retention, particularly with respect to our
large enterprise customers. Additionally, if our channel partners do not provide support to the satisfaction of our customers,
we may be required to provide this level of support to those customers, which would require us to hire additional personnel
and to invest in additional resources. We may not be able to hire such resources fast enough to keep up with demand,
particularly if the sales of our platform exceed our internal forecasts. We may also not be successful in our efforts to fully
onboard new hires and provide adequate training to our employees who are working remotely as a result of the COVID-19
pandemic. To the extent that we or our channel partners are unsuccessful in hiring, training and retaining adequate support
resources, our ability and the ability of our channel partners to provide adequate and timely support to our customers will be
negatively impacted, and our customers’ satisfaction with our cloud platform could be adversely affected. We currently rely
in part on contractors provided by third-party service providers internationally to provide support services to our customers,
and we expect to expand our international customer service support team to other countries. Any failure to properly train or
oversee such contractors could result in a poor customer experience and an adverse impact on our reputation and ability to
renew subscriptions or engage new customers. Furthermore, as we sell our solutions internationally, our support organization
faces additional challenges, including those associated with delivering support, training and documentation in languages
other than English. Any failure to maintain high-quality customer support, or a market perception that we do not maintain
high-quality support, could materially harm our reputation, adversely affect our ability to sell our solutions to existing and
prospective customers and could harm our business, financial condition and results of operations.
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We rely on our key technical, sales and management personnel to grow our business, and the loss of one or more key
employees or the inability to attract and retain qualified personnel could harm our business.
Our future success is substantially dependent on our ability to attract, retain and motivate the members of our
management team and other key employees throughout our organization. In particular, we are highly dependent on the
services of Jay Chaudhry, our president, chief executive officer and chairman of our board of directors, who is critical to our
future vision and strategic direction. We rely on our leadership team in the areas of operations, security, marketing, sales,
support and general and administrative functions, and on individual contributors on our research and development team.
Although we have entered into employment agreements with our key personnel, these agreements have no specific duration
and constitute at-will employment. We do not maintain key person life insurance policies on any of our employees. The loss
of one or more of our executive officers or key employees could seriously harm our business.
To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel in the
San Francisco Bay Area, where our headquarters are located, and in other locations where we maintain offices, is intense,
especially for experienced sales professionals and for engineers experienced in designing and developing cloud applications
and security software. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring
and retaining employees with appropriate qualifications. For example, in recent years, recruiting, hiring and retaining
employees with expertise in the cybersecurity industry has become increasingly difficult as the demand for cybersecurity
professionals has increased as a result of the recent cybersecurity attacks on global corporations and governments. Many of
the companies with which we compete for experienced personnel have greater resources than we have. Further, with
restrictions on activities imposed by governments across the world as a result of the COVID-19 pandemic, it has become
more difficult to hire new employees into our business. If these restrictions persist for an extended period, we may be unable
to fully address our hiring needs. In addition, job candidates and existing employees often consider the value of the equity
awards they receive in connection with their employment. Volatility or lack of performance in our stock price may also affect
our ability to attract and retain our key employees. Also, many of our employees have become, or will soon become, vested
in a substantial amount of equity awards, which may give them a substantial amount of personal wealth. This may make it
more difficult for us to retain and motivate these employees, and this wealth could affect their decision about whether or not
they continue to work for us. Any failure to successfully attract, integrate or retain qualified personnel to fulfill our current or
future needs could materially and adversely affect our business, operating results and financial condition.
Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to
interruption by man-made problems such as power disruptions, computer viruses, data security breaches or terrorism.
Our corporate headquarters are located in the San Francisco Bay Area, a region known for seismic activity. A significant
natural disaster, such as an earthquake, fire, flood or public health emergency, occurring at our headquarters, at one of our
other facilities or where a key channel partner or data center is located could adversely affect our business, results of
operations and financial condition. Further, if a natural disaster or man-made problem were to affect our component suppliers
or other third-party providers, including our network bandwidth providers, this could materially and adversely affect our
ability to provide services in a timely or cost-effective manner. In addition, natural disasters, acts of terrorism and other geo-
political unrest or health issues, such as outbreak of pandemic or epidemic disease, such as COVID-19, or fear of such
events, could cause disruptions in our or our customers’ businesses, national economies or the world economy as a whole. In
addition, computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more
prevalent in our industry, and our internal systems may be victimized by such attacks. Although we maintain incident
management and disaster response plans, in the event of a major disruption caused by a natural disaster or man-made
problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our
development activities, lengthy interruptions in service, breaches of data security and loss of critical data. Though it is
difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain
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performance, reliability, security and availability of our platform to the satisfaction of our users may materially harm our
reputation and our ability to retain existing customers and attract new customers.
We incorporate technology from third parties into our cloud platform, and our inability to obtain or maintain rights to
the technology could harm our business.
We license software and other technology from third parties that we incorporate into or integrate with, our cloud
platform. We cannot be certain that our licensors are not infringing the intellectual property rights of third parties or that our
licensors have sufficient rights to the licensed intellectual property in all jurisdictions in which we may sell our services. In
addition, many licenses are non-exclusive, and therefore our competitors may have access to the same technology licensed to
us. Some of our agreements with our licensors may be terminated for convenience by them, or otherwise provide for a limited
term. If we are unable to continue to license any of this technology for any reason, our ability to develop and sell our services
containing such technology could be harmed. Similarly, if we are unable to license necessary technology from third parties
now or in the future, we may be forced to acquire or develop alternative technology, which we may be unable to do in a
commercially feasible manner or at all, and we may be required to use alternative technology of lower quality or performance
standards. This could limit and delay our ability to offer new or competitive products and services and increase our costs of
production. As a result, our business and results of operations could be significantly harmed. Additionally, as part of our
longer-term strategy, we plan to open our cloud platform to third-party developers and applications to further extend its
functionality. We cannot be certain that such efforts to grow our business will be successful.
Some of our technology incorporates "open source" software, and we license some of our software through open
source projects, which could negatively affect our ability to sell our platform and subject us to possible litigation.
Our solutions incorporate software licensed by third parties under open source licenses, including open source software
included in software we receive from third-party commercial software vendors. Use of open source software may entail
greater risks than use of third-party commercial software, as open source licensors generally do not provide support, updates
or warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, the wide
availability of open source software used in our solutions could expose us to security vulnerabilities. Furthermore, the terms
of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be
construed in a manner that imposes unanticipated conditions or restrictions on our ability to market or commercialize our
solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source
software. Litigation could be costly for us to defend, have a negative effect on our results of operations and financial
condition or require us to devote additional research and development resources to change our solutions. In addition, by the
terms of some open source licenses, under certain conditions we could be required to release the source code of our
proprietary software, and to make our proprietary software available under open source licenses, including authorizing further
modification and redistribution. In the event that portions of our proprietary software are determined to be subject to such
requirements by an open source license, we could be required to publicly release the affected portions of our source code, re-
engineer all or a portion of our platform or otherwise be limited in the licensing of our services, each of which provide an
advantage to our competitors or other entrants to the market, create security vulnerabilities in our solutions and could reduce
or eliminate the value of our services. Further, if we are held to have breached or otherwise failed to comply with the terms of
an open source software license, we could be required to release certain of our proprietary source code under open source
licenses, pay monetary damages, seek licenses from third parties to continue offering our services on terms that are not
economically feasible or be subject to injunctions that could require us to discontinue the sale of our services if re-
engineering could not be accomplished on a timely basis. Many of the risks associated with use of open source software
cannot be eliminated and could negatively affect our business. Moreover, we cannot assure you that our processes for
controlling our use of open source software in our platform will be effective. Responding to any infringement or
noncompliance claim by an open source vendor, regardless of its validity, or discovering open source software code in our
platform could harm our business, operating results and financial condition by, among other things:
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resulting in time-consuming and costly litigation;
diverting management’s time and attention from developing our business;
requiring us to pay monetary damages or enter into royalty and licensing agreements that we would not normally
find acceptable;
causing delays in the deployment of our platform or service offerings to our customers;
requiring us to stop offering certain services on or features of our platform;
requiring us to redesign certain components of our platform using alternative non-infringing or non-open source
technology, which could require significant effort and expense;
requiring us to disclose our software source code and the detailed program commands for our software; and
requiring us to satisfy indemnification obligations to our customers.
We rely on third parties for certain essential financial and operational services, and a failure or disruption in these
services could materially and adversely affect our ability to manage our business effectively.
We rely on third parties to provide many essential financial and operational services to support our business. Many of
these vendors are less established and have shorter operating histories than traditional software vendors. Moreover, these
vendors provide their services to us via a cloud-based model instead of software that is installed on our premises. As a result,
we depend upon these vendors to provide us with services that are always available and are free of errors or defects that could
cause disruptions in our business processes. Any failure by these vendors to do so, or any disruption in our ability to access
the internet, would materially and adversely affect our ability to manage our operations.
We rely on a limited number of suppliers for certain components of the equipment we use to operate our cloud
platform, and any disruption in the availability of these components could delay our ability to expand or increase the
capacity of our global data center network or replace defective equipment in our existing data centers.
We rely on a limited number of suppliers for several components of the equipment we use to operate our cloud platform
and provide services to our customers. Our reliance on these suppliers exposes us to risks, including reduced control over
production costs and constraints based on the then current availability, terms and pricing of these components. For example,
we generally purchase these components on a purchase order basis, and do not have long-term contracts guaranteeing supply.
In addition, the technology industry has experienced component shortages and delivery delays in the past, and we may
experience shortages or delays, including as a result of natural disasters, increased demand in the industry or if our suppliers
do not have sufficient rights to supply the components in all jurisdictions in which we may host our services. For example,
though the COVID-19 pandemic has not yet had a material impact on our supply chain, the pandemic could result in
disruptions and delays for these components. If our supply of certain components is disrupted or delayed, there can be no
assurance that additional supplies or components can serve as adequate replacements for the existing components or that
supplies will be available on terms that are favorable to us, if at all. Any disruption or delay in the supply of our components
may delay opening new data centers, delay increasing capacity or replacing defective equipment at existing data centers or
cause other constraints on our operations that could damage our channel partner or customer relationships.
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Claims by others that we infringe their proprietary technology or other rights, or other lawsuits asserted against us,
could result in significant costs and substantially harm our business, financial condition, results of operations and
prospects.
A number of companies in our industry hold a large number of patents and also protect their copyright, trade secret and
other intellectual property rights, and companies in the networking and security industry frequently enter into litigation based
on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies
seek to monetize patents they previously developed, have purchased or otherwise obtained. Many companies, including our
competitors, may now, and in the future, have significantly larger and more mature patent, copyright, trademark and trade
secret portfolios than we have, which they may use to assert claims of infringement, misappropriation and other violations of
intellectual property rights against us. In addition, future litigation may involve non-practicing entities or other patent owners
who have no relevant product offerings or revenue and against whom our own patents may therefore provide little or no
deterrence or protection. As we face increasing competition and gain an increasingly higher profile, including as a result of
becoming a public company, the possibility of intellectual property rights claims against us grows. Third parties have
asserted in the past and may in the future assert claims of infringement of intellectual property rights against us and these
claims, even without merit, could harm our business, including by increasing our costs, reducing our revenue, creating
customer concerns that result in delayed or reduced sales, distracting our management from the running of our business and
requiring us to cease use of important intellectual property. In addition, because patent applications can take years to issue
and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us,
that later result in issued patents that could cover one or more of our services. Moreover, in a patent infringement claim
against us, we may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both.
The strength of our defenses will depend on the patents asserted, the interpretation of these patents, and our ability to
invalidate the asserted patents. However, we could be unsuccessful in advancing non-infringement and/or invalidity
arguments in our defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the
validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof.
Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of
proof. Furthermore, because of the substantial amount of discovery required in connection with patent and other intellectual
property rights litigation, there is a risk that some of our confidential information could be compromised by the discovery
process.
As the number of products and competitors in our market increases and overlaps occur, claims of infringement,
misappropriation and other violations of intellectual property rights may increase. Our insurance may not cover intellectual
property rights infringement claims. Third parties have in the past and may in the future also assert infringement claims
against our customers or channel partners, with whom our agreements may obligate us to indemnify against these claims. In
addition, to the extent we hire personnel from competitors, we may be subject to allegations that such employees have
divulged proprietary or other confidential information to us.
From time to time, the U.S. Supreme Court, other U.S. federal courts and the U.S. Patent and Trademark Appeals Board,
and their foreign counterparts, have made and may continue to make changes to the interpretation of patent laws in their
respective jurisdictions. We cannot predict future changes to the interpretation of existing patent laws or whether U.S. or
foreign legislative bodies will amend such laws in the future. Any changes may lead to uncertainties or increased costs and
risks surrounding the outcome of third-party infringement claims brought against us and the actual or enhanced damages,
including treble damages, that may be awarded in connection with any such current or future claims and could have a
material adverse effect on our business and financial condition.
We are unable to predict the likelihood of success in defending against future infringement claims. In the event that we
fail to successfully defend ourselves against an infringement claim, a successful claimant could secure a judgment or
otherwise require payment of legal fees, settlement payments, ongoing royalties or other costs or damages; or we may agree
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to a settlement that prevents us from offering certain services or features; or we may be required to obtain a license, which
may not be available on reasonable terms, or at all, to use the relevant technology. If we are prevented from using certain
technology or intellectual property, we may be required to develop alternative, non-infringing technology, which could
require significant time, during which we could be unable to continue to offer our affected services or features, effort and
expense and may ultimately not be successful. Any of these outcomes could result in a material adverse effect on our
business. Even if we were to prevail, third-party infringement lawsuits could be costly and time-consuming, divert the
attention of our management and key personnel from our business operations, deter channel partners from selling or licensing
our services and dissuade potential customers from purchasing our services, which would also materially harm our business.
In addition, any public announcements of the results of any proceedings in third-party infringement lawsuits could be
negatively perceived by industry or financial analysts and investors and could cause our stock price to experience volatility or
decline. Further, the expense of litigation and the timing of this expense from period to period are difficult to estimate,
subject to change and could adversely affect our results of operations.
Any of these events could materially and adversely harm our business, financial condition and results of operations.
We may become involved in other litigation that may materially adversely affect us.
From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary
course of our business, including patent, commercial, product liability, employment, class action, whistleblower and other
litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-
consuming, divert management’s attention and resources, cause us to incur significant expenses or liability and/or require us
to change our business practices. In addition, the expense of litigation and the timing of this expense from period to period
are difficult to estimate, subject to change and could adversely affect our results of operations. Because of the potential risks,
expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we have meritorious claims or
defenses, by agreeing to settlement agreements. Because litigation is inherently unpredictable, we cannot assure you that the
results of any of these actions will not have a material adverse effect on our business, financial condition, results of
operations and prospects.
The success of our business depends in part on our ability to protect and enforce our intellectual property rights.
We believe our intellectual property is an essential asset of our business, and our success and ability to compete depend
in part upon protection of our intellectual property rights. We rely on a combination of patent, copyright, trademark and trade
secret laws, as well as confidentiality procedures and contractual provisions, to establish and protect our intellectual property
rights, all of which provide only limited protection. The efforts we have taken to protect our intellectual property rights may
not be sufficient or effective, and our patents, trademarks and copyrights may be held invalid or unenforceable. Moreover, we
cannot assure you that any patents will be issued with respect to our currently pending patent applications in a manner that
gives us adequate defensive protection or competitive advantages, or that any patents issued to us will not be challenged,
invalidated or circumvented. We have filed for patents in the United States and in certain non-U.S. jurisdictions, but such
protections may not be available in all countries in which we operate or in which we seek to enforce our intellectual property
rights, or may be difficult to enforce in practice. For example, many foreign countries have compulsory licensing laws under
which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents
against certain third parties, including government agencies or government contractors. In these countries, patents may
provide limited or no benefit. Moreover, we may need to expend additional resources to defend our intellectual property
rights in these countries, and our inability to do so could impair our business or adversely affect our international expansion.
Our currently issued patents and any patents that may be issued in the future with respect to pending or future patent
applications may not provide sufficiently broad protection or they may not prove to be enforceable in actions against alleged
infringers. Additionally, the U.S. Patent and Trademark Office and various foreign governmental patent agencies require
compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent
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application process and to maintain issued patents. There are situations in which noncompliance can result in abandonment or
lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. If this
occurs, it could materially harm our business, operating results, financial condition and prospects.
We may not be effective in policing unauthorized use of our intellectual property rights, and even if we do detect
violations, litigation may be necessary to enforce our intellectual property rights. In addition, our intellectual property may be
stolen, including by cybercrimes, and we may not be able to identify the perpetrators or prevent the exploitation of our
intellectual property by our competitors or others. Protecting against the unauthorized use of our intellectual property rights,
technology and other proprietary rights is expensive and difficult, particularly outside of the United States. Any enforcement
efforts we undertake, including litigation, could be time-consuming and expensive and could divert management’s attention,
either of which could harm our business, operating results and financial condition. Further, attempts to enforce our rights
against third parties could also provoke these third parties to assert their own intellectual property or other rights against us,
or result in a holding that invalidates or narrows the scope of our rights, in whole or in part. The inability to adequately
protect and enforce our intellectual property and other proprietary rights could seriously harm our business, operating results,
financial condition and prospects. Even if we are able to secure our intellectual property rights, we cannot assure you that
such rights will provide us with competitive advantages or distinguish our services from those of our competitors or that our
competitors will not independently develop similar technology, duplicate any of our technology, or design around our
patents.
Our business depends, in part, on sales to government organizations, and significant changes in the contracting or
fiscal policies of such government organizations could have an adverse effect on our business and operating results.
We derive a portion of our revenue from contracts with government organizations, and we believe the success and
growth of our business will in part depend on our successful procurement of additional public sector customers. However,
demand from government organizations is often unpredictable, and we cannot assure you that we will be able to maintain or
grow our revenue from the public sector. Sales to government entities are subject to substantial risks, including the following:
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selling to government agencies can be highly competitive, expensive and time-consuming, often requiring
significant upfront time and expense without any assurance that such efforts will generate a sale;
• U.S. or other government certification requirements applicable to our cloud platform, including the Federal Risk and
Authorization Management Program, are often difficult and costly to obtain and maintain and failure to do so will
restrict our ability to sell to government customers;
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government demand and payment for our services may be impacted by public sector budgetary cycles and funding
authorizations; and
governments routinely investigate and audit government contractors’ administrative processes and any unfavorable
audit could result in fines, civil or criminal liability, further investigations, damage to our reputation and debarment
from further government business.
The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from
purchasing our solutions in the future or otherwise have an adverse effect on our business and operating results.
Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and
could also cause us to lose customers in the public sector or negatively impact our ability to contract with the public
sector.
Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including
agencies responsible for monitoring and enforcing privacy and data protection laws and regulations, employment and labor
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laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import and export
controls, federal securities laws and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be
more stringent than in the United States. These laws and regulations impose added costs on our business. Noncompliance
with applicable regulations or requirements could subject us to:
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investigations, enforcement actions and sanctions;
• mandatory changes to our cloud platform;
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disgorgement of profits, fines and damages;
civil and criminal penalties or injunctions;
claims for damages by our customers or channel partners;
termination of contracts;
loss of intellectual property rights; and
temporary or permanent debarment from sales to government organizations.
If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our
business, operating results and financial condition could be adversely affected. In addition, responding to any action will
likely result in a significant diversion of management’s attention and resources and an increase in professional fees.
Enforcement actions and sanctions could materially harm our business, operating results and financial condition.
We endeavor to properly classify employees as exempt versus non-exempt under applicable law. Although there are no
pending or threatened material claims or investigations against us asserting that some employees are improperly classified as
exempt, the possibility exists that some of our current or former employees could have been incorrectly classified as exempt
employees.
In addition, we must comply with laws and regulations relating to the formation, administration and performance of
contracts with the public sector, including U.S. federal, state and local governmental organizations, which affect how we and
our channel partners do business with governmental agencies. Selling our solutions to the U.S. government, whether directly
or through channel partners, also subjects us to certain regulatory and contractual requirements. Failure to comply with these
requirements by either us or our channel partners could subject us to investigations, fines and other penalties, which could
have an adverse effect on our business, operating results, financial condition and prospects. As an example, the U.S.
Department of Justice, or DOJ, and the General Services Administration, or GSA, have in the past pursued claims against and
financial settlements with IT vendors under the False Claims Act and other statutes related to pricing and discount practices
and compliance with certain provisions of GSA contracts for sales to the federal government. The DOJ and GSA continue to
actively pursue such claims. Violations of certain regulatory and contractual requirements could also result in us being
suspended or debarred from future government contracting. Any of these outcomes could have a material adverse effect on
our revenue, operating results, financial condition and prospects.
These laws and regulations impose added costs on our business, and failure to comply with these or other applicable
regulations and requirements could lead to claims for damages from our channel partners or customers, penalties, termination
of contracts, loss of exclusive rights in our intellectual property and temporary suspension or permanent debarment from
government contracting. Any such damages, penalties, disruptions or limitations in our ability to do business with the public
sector could have a material adverse effect on our business and operating results.
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If we were not able to satisfy data protection, security, privacy and other government- and industry-specific
requirements or regulations, our business, results of operations and financial condition could be harmed.
Personal privacy, data protection, information security and other telecommunications regulations are significant issues in
the United States, Europe and in other jurisdictions where we offer our solutions. The regulatory framework for privacy, data
protection and security matters is rapidly evolving and is likely to remain uncertain for the foreseeable future. Our handling
of data is subject to a variety of laws and regulations, including regulation by various government agencies.
The U.S. federal government, and various state and foreign governments, have adopted or proposed limitations on the
collection, distribution, use and storage of information relating to individuals. Laws and regulations outside the United States,
and particularly in Europe, often are more restrictive than those in the United States. Such laws and regulations may require
companies to implement privacy and security policies, permit customers to access, correct and delete information stored or
maintained by such companies, inform individuals of security breaches that affect their information, and, in some cases,
obtain individuals’ consent to use information for certain purposes. In addition, some foreign governments require that
certain information collected in a country be retained within that country. We also may find it necessary or desirable to join
industry or other self-regulatory bodies or other information security or data protection-related organizations that require
compliance with their rules pertaining to information security and data protection. We also may be bound by additional, more
stringent contractual obligations relating to our collection, use and disclosure of personal, financial and other data.
We also expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy,
data protection, information security and telecommunications services in the United States, the European Union and other
jurisdictions in which we operate or may operate, and we cannot yet determine the impact such future laws, regulations and
standards may have on our business. For example, the European Union implemented the General Data Protection Regulation
in May 2018, which imposes stringent data protection requirements and provides for significant penalties for noncompliance.
In addition, data protection laws in Europe impose requirements with respect to the cross-border transfer of certain personal
data. We historically relied upon the EU-U.S. Privacy Shield and the Swiss-U.S. Privacy Shield frameworks, and the use of
certain standard contractual clauses approved by the European Commission, to address these requirements. In July 2020, the
CJEU, Europe’s highest court, held that the EU-U.S. Privacy Shield was invalid, and imposed additional obligations in
connection with the use of contractual clauses governing cross-border transfers of personal data. As a result, we may need to
implement different or additional measures to establish or maintain legitimate means for the transfer and receipt of personal
data from the European Union to the U.S. If the measures we implement are later determined to be insufficient, we may face
enforcement actions by data protection authorities.
In addition, changes in laws or regulations that adversely affect the use of the internet, including laws impacting net
neutrality, could impact our business. Similarly, California in 2018 adopted the California Consumer Privacy Act, which took
effect in January 2020 and seeks to provide California consumers with increased privacy rights and protections for their
personal information. Further, China and Russia, countries in which we offer our solutions, recently enacted legislation
regulating certain technologies, and it is not clear how broadly such legislation will be interpreted or applied in relation to our
business. We expect that existing laws, regulations and standards may be interpreted in new manners in the future. Future
laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards
and other obligations could require us to modify our solutions, restrict our business operations, increase our costs and impair
our ability to maintain and grow our customer base and increase our revenue.
Although we work to comply with applicable laws and regulations, industry standards, contractual obligations and other
legal obligations, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and
applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. In addition, they may
conflict with other requirements or legal obligations that apply to our business or the security features and services that our
customers expect from our solutions, and may require us to make changes to our solutions or other practices in an effort to
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comply with them. As such, we cannot assure ongoing compliance with all such laws, regulations, standards and obligations.
Any failure or perceived failure by us to comply with applicable laws, regulations, standards or obligations, or any actual or
suspected security breach or other security incident, whether or not resulting in unauthorized access to, or acquisition, release
or transfer of information relating to individuals or other data, may result in governmental investigations, enforcement actions
and other proceedings, private litigation, fines and penalties or adverse publicity, and could cause our customers to lose trust
in us, which could have an adverse effect on our reputation and business. Any inability to adequately address privacy and
security concerns, even if unfounded, or comply with applicable laws, regulations, standards and obligations, could result in
additional cost and liability to us, damage our reputation, inhibit sales, and materially and adversely affect our business and
operating results.
We are subject to anti-corruption, anti-bribery and similar laws, and noncompliance with such laws can subject us to
criminal penalties or significant fines and harm our business and reputation.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010 and other anti-corruption,
anti-bribery, anti-money laundering and similar laws in the United States and other countries in which we conduct activities.
Anti-corruption and anti-bribery laws, which have been enforced aggressively and are interpreted broadly, prohibit
companies and their employees and agents from promising, authorizing, making or offering improper payments or other
benefits to government officials and others in the private sector. We leverage third parties, including channel partners, to sell
subscriptions to our platform and conduct our business abroad. We and these third-party intermediaries may have direct or
indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be
held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees,
representatives, contractors, channel partners and agents, even if we do not explicitly authorize such activities. While we have
policies and procedures to address compliance with such laws, we cannot assure you that all of our employees and agents will
not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we
increase our international sales and business, our risks under these laws may increase. Noncompliance with these laws could
subject us to investigations, severe criminal or civil sanctions, settlements, prosecution, loss of export privileges, suspension
or debarment from U.S. government contracts, other enforcement actions, disgorgement of profits, significant fines, damages,
other civil and criminal penalties or injunctions, whistleblower complaints, adverse media coverage and other consequences.
Any investigations, actions or sanctions could materially harm our reputation, business, results of operations and financial
condition.
We are subject to governmental export and import controls that could impair our ability to compete in international
markets and subject us to liability if we are not in full compliance with applicable laws.
Our business activities are subject to various restrictions under U.S. export and similar laws and regulations, including
the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions
regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. The U.S. export control laws
and U.S. economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products and services to
U.S. embargoed or sanctioned countries, governments, persons and entities. In addition, various countries regulate the import
of certain technology and have enacted or could enact laws that could limit our ability to provide our services and operate our
cloud platform or could limit our customers’ ability to access or use our services in those countries.
Although we take precautions to prevent our services from being provided in violation of such laws, our services may
have been in the past, and could in the future be, provided inadvertently in violation of such laws, despite the precautions we
take. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to civil or
criminal penalties, including the possible loss of export privileges and fines. We may also be materially and adversely
affected through penalties, reputational harm, loss of access to certain markets, or otherwise. Obtaining the necessary
authorizations, including any required license, for a particular transaction may be time-consuming, is not guaranteed and may
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result in the delay or loss of sales opportunities. In addition, changes in our platform, or changes in export, sanctions and
import laws, could delay the introduction and sale of subscriptions to our platform in international markets, prevent users in
certain countries from accessing our services or, in some cases, prevent the provision of our services to certain countries,
governments, persons or entities altogether. Any change in export or import regulations, economic sanctions or related laws,
shift in the enforcement or scope of existing regulations or change in the countries, governments, persons or technologies
targeted by such regulations could decrease our ability to sell subscriptions to our platform to existing customers or potential
new customers with international operations. Any decrease in our ability to sell subscriptions to our platform could materially
and adversely affect our business, results of operations and financial condition.
Our international operations expose us to significant risks, and failure to manage those risks could materially and
adversely impact our business.
Historically, we have derived a significant portion of our revenue from outside the United States. We derived
approximately 51% , 51% and 55% of our revenue from our international customers in fiscal 2020, fiscal 2019 and fiscal
2018, respectively. As of July 31, 2020, approximately 52% of our full-time employees were located outside of the United
States. We are continuing to adapt to and develop strategies to address international markets and our growth strategy includes
expansion into target geographies, such as Japan and the Asia-Pacific region, but there is no guarantee that such efforts will
be successful. We expect that our international activities will continue to grow in the future, as we continue to pursue
opportunities in international markets. These international operations will require significant management attention and
financial resources and are subject to substantial risks, including:
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political, economic and social uncertainty;
unexpected costs for the localization of our services, including translation into foreign languages and adaptation for
local practices and regulatory requirements;
greater difficulty in enforcing contracts and accounts receivable collection, and longer collection periods, which may
be further lengthened by the COVID-19 pandemic and governmental responses thereto;
reduced or uncertain protection for intellectual property rights in some countries;
greater risk of unexpected changes in regulatory practices, tariffs and tax laws and treaties;
greater risk of a failure of foreign employees, partners, distributors and resellers to comply with both U.S. and
foreign laws, including antitrust regulations, anti-bribery laws, export and import control laws, and any applicable
trade regulations ensuring fair trade practices;
requirements to comply with foreign privacy, data protection and information security laws and regulations and the
risks and costs of noncompliance;
increased expenses incurred in establishing and maintaining office space and equipment for our international
operations;
greater difficulty in identifying, attracting and retaining local qualified personnel, and the costs and expenses
associated with such activities;
differing employment practices and labor relations issues;
difficulties in managing and staffing international offices and increased travel, infrastructure and legal compliance
costs associated with multiple international locations;
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fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business,
including the British Pound, Indian Rupee and Euro, and related impact on sales cycles; and
• The impact of natural disasters and public health pandemics and epidemics, such as the novel coronavirus COVID-
19, on customers, partners, suppliers, employees, travel and the global economy.
Further, following a referendum in June 2016 in which voters in the United Kingdom approved an exit from the EU, the
government of the United Kingdom initiated a process to leave the EU (often referred to as "Brexit") without an agreement in
place. This has led to legal uncertainty in the region and could adversely affect the tax, operational, legal and regulatory
regimes to which our business is subject. In addition, any continued or further uncertainty, weakness or deterioration in
global macroeconomic and market conditions may cause our UK or EU customers to modify spending priorities or delay
purchasing decisions, and may result in lengthened sales cycles, any of which could harm our business and operating results.
As we continue to develop and grow our business globally, our success will depend, in large part, on our ability to
anticipate and effectively manage these risks. The expansion of our existing international operations and entry into additional
international markets will require significant management attention and financial resources. Our failure to successfully
manage our international operations and the associated risks could limit the future growth of our business.
Servicing our debt may require a significant amount of cash, and we may not have sufficient cash flow from our
business or the ability to raise funds to pay our substantial debt.
On June 25, 2020, we issued $1,150 million in aggregate principal amount of our 0.125% Convertible Senior Notes due
2025, referred to herein as the Notes. We may be required to use a substantial portion of our cash flows from operations to
pay interest and principal on our indebtedness. Our ability to make scheduled payments of the principal, to pay interest on or
to refinance our indebtedness, including the Notes, depends on our future performance, which is subject to economic,
financial, competitive and other factors beyond our control. Such payments will reduce the funds available to us for working
capital, capital expenditures, and other corporate purposes and may limit our ability to obtain additional financing for
working capital, capital expenditures, expansion plans, and other investments. Our business may not continue to generate
cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are
unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring
debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. If we are unable to engage in any
of these activities or engage in these activities on desirable terms, it could result in a default on our debt obligations, which
would adversely affect our financial condition.
Our failure to raise additional capital necessary to expand our operations and invest in new solutions could reduce
our ability to compete and could harm our business.
We expect that our existing cash, cash equivalents and short-term investments will be sufficient to meet our anticipated
cash needs for working capital and capital expenditures for at least the next 12 months. We may, however, need to raise
additional funds in the future to fund our operating expenses, make capital purchases and acquire or invest in business or
technology, and we may not be able to obtain those funds on favorable terms, or at all. If we raise additional equity financing,
our stockholders may experience significant dilution of their ownership interests and the per share value of our common
stock could decline. Furthermore, if we engage in additional debt financing, the holders of our debt would have priority over
the holders of our common stock, and we may be required to accept terms that restrict our ability to incur additional
indebtedness or our ability to pay any dividends on our common stock, though we do not intend to pay dividends in the
foreseeable future. We may also be required to take other actions, any of which could harm our business and operating
results. In addition, the actions taken by state, local, and foreign governments in in response to the COVID-19 pandemic have
significantly disrupted economic activity in the jurisdictions in which we operate and have caused volatility in capital
markets. If we need to access the capital markets, there can be no assurance that financing may be available on attractive
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terms, if at all. If we are unable to obtain adequate financing, or financing on terms satisfactory to us, when we require it, our
ability to continue to support our business growth and to respond to business challenges could be significantly limited, and
our business, operating results, financial condition and prospects could be materially and adversely affected.
Adverse economic conditions or reduced IT security spending may adversely impact our revenue and profitability.
Our operations and performance depend in part on worldwide economic conditions and the impact these conditions have
on levels of spending on IT networking and security solutions. Our business depends on the overall demand for these
solutions and on the economic health and general willingness of our current and prospective customers to purchase our
security services. Weak economic conditions, including the downturn in the global and U.S. economies due to the COVID-19
pandemic, or a reduction in IT security spending, could materially and adversely affect our business, operating results and
financial condition in a number of ways, including by reducing sales, lengthening sales cycles and lowering prices for our
services.
We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our
profitability in the near term.
Part of our business strategy is to primarily focus on our long-term growth. As a result, our profitability may be lower in
the near term than it would be if our strategy were to maximize short-term profitability. Significant expenditures on sales and
marketing efforts, and expenditures on growing our cloud platform and expanding our research and development, each of
which we intend to continue to invest in, may not ultimately grow our business or cause long-term profitability. If we are
ultimately unable to achieve profitability at the level anticipated by industry or financial analysts and our stockholders, our
stock price may decline.
If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial
statements or comply with applicable regulations could be impaired.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the rules and regulations of The
Nasdaq Global Select Market, or Nasdaq. The requirements of these rules and regulations will increase our legal, accounting
and financial compliance costs; make some activities more difficult, time-consuming and costly; and place significant strain
on our personnel, systems and resources.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and
internal control over financial reporting. We have developed our disclosure controls, internal control over financial reporting
and other procedures to ensure information required to be disclosed by us in the reports that we will file with the SEC is
recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and information
required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and
financial officers.
Our current controls and any new controls we develop may become inadequate because of changes in conditions in our
business. Further, weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain
effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results
or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior
periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic
management evaluations and annual independent registered public accounting firm attestation reports regarding the
effectiveness of our internal control over financial reporting that we are required to include in our periodic reports we will file
with the SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal
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control over financial reporting could also cause investors to lose confidence in our reported financial and other information,
which would likely have a negative effect on the market price of our common stock.
In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over
financial reporting, we have expended and anticipate we will continue to expend significant resources, including accounting-
related costs, and provide significant management oversight. Any failure to maintain the adequacy of our internal controls, or
consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could
materially impair our ability to operate our business. If our internal controls are perceived as inadequate or we are unable to
produce timely or accurate financial statements, investors may lose confidence in our operating results and our stock price
could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on
Nasdaq.
Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to have our independent registered public accounting
firm attest to the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any
material weaknesses identified by our management in our internal control over financial reporting. We are also required to
have our independent registered public accounting firm issue an opinion on the effectiveness of our internal control over
financial reporting. During the evaluation and testing process, if we identify one or more material weaknesses in our internal
control over financial reporting, we will be unable to assert that our internal controls are effective.
If we are unable to assert that our internal control over financial reporting is effective, or if, when required, our
independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over
financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which would
cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.
We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results.
The vast majority of our sales contracts are denominated in U.S. dollars, and therefore, substantially all of our revenue is
not subject to foreign currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our solutions
to our customers outside of the United States, which could adversely affect our financial condition and operating results. In
addition, an increasing portion of our operating expenses is incurred outside the United States, is denominated in foreign
currencies, such as the British Pound, Indian Rupee and Euro, and is subject to fluctuations due to changes in foreign
currency exchange rates. If we become more exposed to currency fluctuations and are not able to successfully hedge against
the risks associated with currency fluctuations, our operating results could be materially and adversely affected.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use,
value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely
affect our operating results.
We do not collect sales and use, value added or similar taxes in all jurisdictions in which we have sales because we have
been advised that such taxes are not applicable to our services in certain jurisdictions. Sales and use, value added and similar
tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that
such taxes are applicable, which could result in tax assessments, penalties and interest, to us or our customers for the past
amounts, and we may be required to collect such taxes in the future. If we are unsuccessful in collecting such taxes from our
customers, we could be held liable for such costs, which may materially and adversely affect our operating results.
Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we
could be obligated to pay additional taxes, which would harm our results of operations.
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We are expanding our international operations and staff to support our business in international markets. Our corporate
structure and associated transfer pricing policies contemplate the business flows and future growth into the international
markets, and consider the functions, risks and assets of the various entities involved in the intercompany transactions. The
amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of the various jurisdictions,
including the United States, to our international business activities, changes in tax rates, new or revised tax laws or
interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our
corporate structure and intercompany arrangements. For example, certain jurisdictions have recently introduced a digital
services tax, which is generally a tax on gross revenue generated from users or customers located in those jurisdictions, and
other jurisdictions are considering enacting similar laws. The taxing authorities of the jurisdictions in which we operate may
challenge our methodologies for pricing intercompany transactions pursuant to the intercompany arrangements or disagree
with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or
disagreement were to occur, and our position was not sustained, or if there are changes in tax laws or the way existing tax
laws are interpreted or applied, we could be required to pay additional taxes, interest and penalties, which could result in one-
time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations. Our financial
statements could fail to reflect adequate reserves to cover such a contingency.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
As of July 31, 2020, we had net operating loss carryforwards for U.S. federal income tax purposes and state income tax
purposes of approximately $626.3 million and $177.1 million, respectively, available to offset future taxable income.
Beginning in 2027, $177.8 million of the federal net operating losses will begin to expire. The remaining $448.5 million of
the federal net operating losses will carry forward indefinitely. Beginning in 2024, $164.7 million of state net operating
losses will begin to expire at different periods. The remaining $12.4 million of state net operating losses will carry forward
indefinitely. As of July 31, 2020 and 2019, we had foreign net operating loss carryforward of $19.5 million and
$17.7 million, respectively, all of which will be carried forward indefinitely.
As of July 31, 2020, we also had U.S. federal and California research and development credits of $19.5 million and
$14.5 million , respectively. If not utilized, the federal credit carryforwards will begin expiring at different periods beginning
in 2033. Our California research and development credits may be carried forward indefinitely. Realization of these net
operating loss and research and development credit carryforwards depends on future income, and there is a risk that a portion
of our existing carryforwards could expire unused and be unavailable to offset future income tax liabilities, which could
materially and adversely affect our results of operations.
In addition, under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an
"ownership change," generally defined as a greater than 50% change (by value) in its equity ownership by "5% shareholders"
over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change
tax attributes, such as research tax credits, to offset its post-change income may be limited. As a result, in the event that it is
determined that we have in the past experienced an ownership change, or if we experience one or more ownership changes in
the future as a result of subsequent shifts in our stock ownership, our ability to use our pre-change net operating loss carry-
forwards and other pre-change tax attributes to offset U.S. federal taxable liability may be subject to limitations, which could
potentially result in increased future tax liability to us. Furthermore, our state carryforwards may be subject to similar and
additional limitations. For example, California recently enacted legislation limiting our ability to use our state net operating
loss carryforwards and credits for taxable years through 2022.
Future acquisitions, strategic investments, partnerships or alliances could be difficult to identify and integrate, divert
the attention of key management personnel, disrupt our business, dilute stockholder value and adversely affect our
operating results, financial condition and prospects.
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Our business strategy may, from time to time, include acquiring other complementary solutions, technologies or
businesses. We have in the past acquired, and expect in the future to acquire, businesses that we believe will complement or
augment our existing business. In order to expand our security offerings and features, we also may enter into relationships
with other businesses, which could involve preferred or exclusive licenses, additional channels of distribution or investments
in other companies. Negotiating these transactions can be time-consuming, difficult and costly, and our ability to close these
transactions may be subject to third-party approvals, such as government regulatory approvals, which are beyond our control.
Consequently, we cannot assure you that these transactions, once undertaken and announced, will close.
These kinds of acquisitions or investments may result in unforeseen operating difficulties and expenditures. In particular,
we may encounter difficulties assimilating or integrating the businesses, technologies, products and services, personnel or
operations of companies that we may acquire, particularly if the key personnel of an acquired business choose not to work for
us. We may have difficulty retaining the customers of any acquired business or using or continuing the development of the
acquired technologies. Acquisitions may also disrupt our ongoing business, divert our resources and require significant
management attention that would otherwise be available for development of our business. We may not successfully evaluate
or utilize the acquired technology or personnel, or accurately forecast the financial impact of an acquisition transaction,
including accounting charges. Any acquisition or investment could expose us to unknown liabilities. Moreover, we cannot
assure you that the anticipated benefits of any acquisition or investment would be realized or that we would not be exposed to
unknown liabilities. In connection with these types of transactions, we may:
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issue additional equity securities that would dilute our stockholders;
use cash that we may need in the future to operate our business;
incur debt on terms unfavorable to us or that we are unable to repay;
incur large charges or substantial liabilities;
encounter difficulties integrating diverse business cultures; and
become subject to adverse tax consequences, substantial depreciation or deferred compensation charges.
These challenges related to acquisitions or investments could adversely affect our business, operating results, financial
condition and prospects.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting
standards or interpretations change, our results of operations could be adversely affected.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our
estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances,
as provided in the section titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations."
The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity,
and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and
estimates used in preparing our consolidated financial statements include those related to determination of revenue
recognition, deferred revenue and deferred contract acquisition costs, allowance for doubtful accounts, valuation of common
stock options, valuation of intangible assets and goodwill, useful lives of property and equipment and definite-lived
intangible assets, the period of benefit generated from our deferred contract acquisition costs, loss contingencies related to
litigation, and valuation of deferred tax assets. Due to the COVID-19 pandemic, there is ongoing uncertainty and significant
disruption in the global economy and financial markets, and while we are not aware of any specific event or circumstance
that would require an update to our estimates, judgments or assumptions, they may change in the future. Our results of
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operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our
assumptions, which could cause our results of operations to fall below the expectations of industry or financial analysts and
investors, resulting in a decline in the trading price of our common stock.
Additionally, we regularly monitor our compliance with applicable financial reporting standards and review new
pronouncements and drafts thereof that are relevant to us. As a result of new standards, changes to existing standards and
changes in their interpretation, we might be required to change our accounting policies, alter our operational policies and
implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or we may be
required to restate our published financial statements. Such changes to existing standards or changes in their interpretation
may have an adverse effect on our reputation, business, financial position and profit, or cause an adverse deviation from our
revenue and operating profit target, which may negatively impact our financial results.
Risks Related to the Ownership of Our Common Stock
The concentration of our stock ownership with insiders will likely limit your ability to influence corporate matters,
including the ability to influence the outcome of director elections and other matters requiring stockholder approval.
As of July 31, 2020, our executive officers, directors, current 5% or greater stockholders and affiliated entities together
beneficially owned approximately 43.9% of our common stock outstanding with Jay Chaudhry, our president, chief executive
officer and chairman of our board of directors, and his affiliates beneficially owning approximately 20.2% of our common
stock. As a result, these stockholders, acting together, will have significant control over most matters that require approval by
our stockholders, including the election of directors and approval of significant corporate transactions. Corporate action
might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect of
delaying or preventing a change of control of us that other stockholders may view as beneficial.
The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans or
otherwise will dilute all other stockholders.
Our amended and restated certificate of incorporation authorizes us to issue up to one billion shares of common stock
and up to two hundred million shares of preferred stock with such rights and preferences as may be determined by our board
of directors. Subject to compliance with applicable rules and regulations, we may issue shares of common stock or securities
convertible into shares of our common stock from time to time in connection with a financing, acquisition, investment, our
stock incentive plans or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and
cause the market price of our common stock to decline.
Certain provisions in our charter documents and under Delaware law could make an acquisition of our company
more difficult, limit attempts by our stockholders to replace or remove members of our board of directors or current
management and may adversely affect the market price of our common stock.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could
delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect
directors that are not nominated by the current members of our board of directors or take other corporate actions, including
effecting changes in our management. These provisions include:
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a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to
change the membership of a majority of our board of directors;
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the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of
those shares, including preferences and voting rights, without stockholder approval, which could be used to
significantly dilute the ownership of a hostile acquirer;
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board
of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill
vacancies on our board of directors;
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or
special meeting of our stockholders;
the requirement that a special meeting of stockholders may be called only by the chairperson of our board of
directors, chief executive officer or president (in the absence of a chief executive officer) or a majority vote of our
board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take
action, including the removal of directors;
the requirement for the affirmative vote of holders of at least 66 2⁄3% of the voting power of all of the then
outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and
restated certificate of incorporation relating to the issuance of preferred stock and management of our business or
our amended and restated bylaws, which may inhibit the ability of an acquirer to affect such amendments to
facilitate an unsolicited takeover attempt;
the ability of our board of directors, by majority vote, to amend our amended and restated bylaws, which may allow
our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an
acquirer to amend our amended and restated bylaws to facilitate an unsolicited takeover attempt; and
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or
to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer
from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to
obtain control of us.
These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting
stock, from merging or combining with us for a certain period of time.
The market price of our common stock may be volatile, and you could lose all or part of your investment.
The market price of our common stock has fluctuated substantially and may fluctuate significantly in the future in
response to a number of factors, including those described in this "Risk Factors" section, many of which are beyond our
control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your
investment in our common stock. Factors that could cause fluctuations in the market price of our common stock include the
following:
•
•
•
•
actual or anticipated changes or fluctuations in our operating results;
the financial projections we may provide to the public, any changes in these projections or our failure to meet these
projections;
announcements by us or our competitors of new products or new or terminated significant contracts, commercial
relationships or capital commitments;
industry or financial analyst or investor reaction to our press releases, other public announcements and filings with
the SEC;
45
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
rumors and market speculation involving us or other companies in our industry;
price and volume fluctuations in the overall stock market from time to time;
volume fluctuations in the trading of our common stock from time to time;
changes in operating performance and stock market valuations of other technology companies generally, or those in
our industry in particular;
the sales of shares of our common stock by us or our stockholders;
failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts
who follow our company, or our failure to meet these estimates or the expectations of investors;
actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape
generally;
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our
competitors;
developments or disputes concerning our intellectual property rights or our solutions, or third-party proprietary
rights;
announced or completed acquisitions of businesses or technologies by us or our competitors;
actual or perceived privacy, data protection, or information security incidents or breaches;
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
any major changes in our management or our board of directors, particularly with respect to Mr. Chaudhry;
general economic conditions and slow or negative growth of our markets; and
other events or factors, including those resulting from war, incidents of terrorism, global pandemics or responses to
these events.
In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those
companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our
actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market
prices of a particular company’s securities, securities class action litigation has often been instituted against that company.
Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and
resources from our business. This could have an adverse effect on our business, operating results and financial condition.
Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur,
could reduce the price that our common stock might otherwise attain and may dilute your voting power and your
ownership interest in us.
Sales of a substantial number of shares of our common stock in the public market, particularly sales by our directors,
executive officers and significant stockholders, or the perception that these sales could occur, could adversely affect the
market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that
you deem appropriate.
46
In addition, certain holders of our common stock are entitled to rights with respect to registration of their shares under
the Securities Act pursuant to our amended and restated investors’ rights agreement. If these holders of our common stock,
by exercising their registration rights, sell a large number of shares, they could adversely affect the market price for our
common stock.
We may also issue our shares of common stock or securities convertible into shares of our common stock from time to
time in connection with a financing, acquisition, investments or otherwise. Any such issuance could result in substantial
dilution to our existing stockholders and cause the market price of our common stock to decline.
We do not intend to pay dividends in the foreseeable future. As a result, your ability to achieve a return on your
investment will depend on appreciation in the price of our common stock.
We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available
funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our
common stock in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our
board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never
occur, as the only way to realize any future gains on their investments.
If industry or financial analysts issue inaccurate or unfavorable research regarding our common stock, our stock
price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that industry or financial analysts
publish about us or our business. We do not control these analysts or the content and opinions included in their reports. As a
new public company, we may be slow to attract research coverage and the analysts who publish information about our
common stock will have had relatively little experience with our company, which could affect their ability to accurately
forecast our results and make it more likely that we fail to meet their estimates. If any of the analysts who cover us issues an
inaccurate or unfavorable opinion regarding our stock price, our stock price would likely decline. In addition, the stock prices
of many companies in the technology industry have declined significantly after those companies have failed to meet, or
significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our
financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public
investors, analysts could downgrade our common stock or publish unfavorable research about us. If one or more of these
analysts cease coverage of our company or fail to publish reports on us regularly, our visibility in the financial markets could
decrease, which in turn could cause our stock price or trading volume to decline.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware
and the federal district courts of the United States are the exclusive forums for substantially all disputes between us and
our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or
our directors, officers or employees.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the
exclusive forum for:
•
•
•
any derivative action or proceeding brought on our behalf;
any action asserting a breach of fiduciary duty;
any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and
restated certificate of incorporation or our amended and restated bylaws;
47
•
any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of
incorporation or our amended and restated bylaws; and
•
any action asserting a claim against us that is governed by the internal-affairs doctrine.
Our amended and restated certificate of incorporation further provides that the federal district courts of the United States
are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
Each of these exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it
finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us
and our directors, officers and other employees.
The requirements of being a public company may strain our resources, divert management’s attention and affect our
ability to attract and retain executive management and qualified board members.
As a public company, we are subject to the reporting and corporate governance requirements of the Exchange Act, the
listing requirements of Nasdaq and other applicable securities rules and regulations, including the Sarbanes-Oxley Act and
the Dodd-Frank Wall Street Reform and Consumer Protection Act. Compliance with these rules and regulations will increase
our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand
on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current
reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and
internal control over financial reporting. In order to improve our disclosure controls and procedures and internal control over
financial reporting to meet this standard, significant resources and management oversight may be required. As a result,
management’s attention may be diverted from other business concerns, which could harm our business, financial condition,
results of operations and prospects. Although we have hired additional personnel to help comply with these requirements, we
may need to further expand our legal and finance departments in the future, which will increase our costs and expenses.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating
uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-
consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of
specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and
governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by
ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws,
regulations and standards, and this investment may result in increased general and administrative expense and a diversion of
management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with
new laws, regulations and standards differ from the activities intended by regulatory or governing bodies, regulatory
authorities may initiate legal proceedings against us and our business and prospects may be harmed.
We have experienced, and expect to continue to experience, additional costs associated with being a public company
going forward, including costs associated with compliance with the auditor attestation requirement of Section 404 of the
Sarbanes-Oxley Act.
As a result of disclosure of information in the filings required of a public company, our business and financial condition
have become more visible, which we believe may result in threatened or actual litigation, including by competitors and other
third parties. If such claims are successful, our business, financial condition, results of operations and prospects could be
materially harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time
and resources necessary to resolve them, could divert the resources of our management and materially harm our business,
financial condition, results of operations and prospects. These factors could also make it more difficult for us to attract and
retain qualified employees, executive officers and members of our board of directors.
48
In addition, as a result of our disclosure obligations as a public company, we have reduced strategic flexibility and are
under pressure to focus on short-term results, which may materially and adversely affect our ability to achieve long-term
profitability.
Risks Related to the Ownership of Our Notes
The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and
operating results.
In the event the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to convert
the Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we
elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of
delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the
payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes,
we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes
as a current rather than long-term liability, which would result in a material reduction of our net working capital.
The accounting method for convertible debt securities that may be settled in cash, such as the Notes, could have a
material effect on our reported financial results.
Under Financial Accounting Standards Board Accounting Standards Codification 470-20, Debt with Conversion and
Other Options (“ASC 470-20”), an entity must separately account for the liability and equity components of convertible debt
instruments (such as the Notes) that may be settled entirely or partially in cash upon conversion, in a manner that reflects the
issuer’s non-convertible debt interest cost. ASC 470-20 requires the value of the conversion option of the Notes, representing
the equity component, to be recorded as additional paid-in capital within stockholders’ equity in our consolidated balance
sheet and as a discount to the Notes, which reduces their initial carrying value. The carrying value, net of the discount
recorded, of the Notes will be accreted up to the principal amount of the Notes, as applicable, from the issuance date until
maturity, which results in non-cash charges to interest expense in our consolidated statement of operations. Accordingly, we
will report lower net income or higher net loss in our financial results because ASC 470-20 requires interest to include both
the current period’s accretion of the debt discount and the instrument’s coupon interest, which could adversely affect our
reported or future financial results, the trading price of our common stock and the trading price of the Notes.
In addition, under certain circumstances, convertible debt instruments (such as the Notes) that may be settled entirely or
partly in cash are accounted for utilizing the treasury stock method for earnings per share purposes, the effect of which is that
the shares issuable upon conversion of the Notes are not included in the calculation of diluted earnings per share except to the
extent that the conversion value of the Notes exceeds their principal amount. Under the treasury stock method, for diluted
earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be
necessary to settle such excess, if we elected to settle such excess in shares, are issued.
In August 2020, the Financial Accounting Standard Board issued Accounting Standard Update No. 2020-06, Debt with
Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic
815-40), which simplifies the accounting for certain financial instruments with characteristics of liability and equity. This
new standard affects entities that issue convertible instruments and/or contracts indexed to and potentially settled in an
entity's own equity. Among the main amendments, this standard eliminates the treasury stock method for convertible
instruments (such as the Notes) and instead requires the application of the “if-converted” method. Under the if-converted
method, diluted earnings per share would generally be calculated assuming that all the Notes were converted into shares of
common stock at the beginning of the reporting period, unless the result would be anti-dilutive. Accordingly, the if-converted
method is typically more dilutive than the treasury stock method and, therefore, our diluted earnings per share may be
adversely affected. This new standard is effective for us beginning August 1, 2022, although early adoption is permitted for
49
fiscal periods beginning February 1, 2021. We are currently evaluating the potential impact of this standard on our
consolidated financial statements.
The capped call transactions may affect the value of our common stock.
In connection with the pricing of the Notes, we entered into privately negotiated capped call transactions with certain of
the initial purchasers and/or their respective affiliates and other financial institutions (the “Option Counterparties”). The
capped call transactions are expected generally to reduce the potential dilution upon conversion of the Notes and/or offset any
cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such
reduction and/or offset subject to a cap.
We have been advised that, in connection with establishing their initial hedges of the capped call transactions, the Option
Counterparties purchased shares of our common stock and/or entered into various derivative transactions with respect to our
common stock concurrently with or shortly after the pricing of the Notes.
In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other
securities of ours in secondary market transactions prior to the maturity of the Notes (and are likely to do so following any
conversion, repurchase, or redemption of the Notes, to the extent we exercise the relevant election under the capped call
transactions). This activity could also cause or avoid an increase or a decrease in the market price of our common stock.
We are subject to counterparty risk with respect to the capped call transactions.
The Option Counterparties are financial institutions, and we will be subject to the risk that any or all of them might
default under the capped call transactions. Our exposure to the credit risk of the Option Counterparties will not be secured by
any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of
many financial institutions. If an Option Counterparty becomes subject to insolvency proceedings, we will become an
unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transactions
with such Option Counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be
correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an
Option Counterparty, we may suffer more dilution than we currently anticipate with respect to our common stock. We can
provide no assurance as to the financial stability or viability of the Option Counterparties.
50
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate headquarters are located in San Jose, California, where we currently lease approximately 172,000 square
feet of space (the "leased premises") under a sublease agreement that expires in 2026. We initially occupied approximately
69,000 square feet with the remainder of the leased premises to be occupied in phases over the initial term of the lease, with
full occupancy expected to occur by October 2025. We also maintain offices elsewhere in the United States, including in
Atlanta, Georgia; New York, New York; Raleigh, North Carolina; and Tysons, Virginia, as well as multiple locations
internationally, including in Australia, Canada, France, Germany, India, Japan, Singapore, Spain and the United Kingdom.
We lease all of our facilities and do not own any real property. If necessary, we expect to add facilities as we grow our
employee base and expand geographically.
While we believe that our facilities are adequate to meet our needs for the immediate future, we continue to evaluate our
real estate needs in light of the COVID-19 pandemic and believe, should it be needed, suitable additional space will be
available to accommodate our operations.
Item 3. Legal Proceedings
The information called for by this Item is incorporated herein by reference to Item 8. "Financial Statements and
Supplementary Data," Note 10, Commitments and Contingencies, of our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.
51
Item 5. Markets Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
Market Information for Common Stock
Our common stock has been listed on The Nasdaq Global Select Market under the ticker symbol "ZS" since March 16,
2018. Prior to that time, there was no public market for our common stock.
Holders of Record
As of July 31, 2020, we had 74 holders of record of our common stock. The actual number of stockholders is greater
than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street
name by brokers and other nominees.
Dividend Policy
We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds
and any future earnings for use in the operation of our business and do not anticipate paying any dividends in the foreseeable
future. Any future determination to declare dividends will be made at the discretion of our board of directors, subject to
applicable laws, and will depend on our financial condition, operating results, capital requirements, general business
conditions and other factors that our board of directors may deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
The information required by this item with respect to our equity compensation plans is incorporated by reference to our
Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission
within 120 days of the fiscal year ended July 31, 2020.
Recent Sales of Unregistered Equity Securities and Use of Proceeds
(a) Sale of Unregistered Equity Securities
On May 22, 2020 in connection with our acquisition of Edgewise Networks Inc., we agreed to issue a total of 120,340
shares of our common stock as deferred consideration related to re-vesting of equity for certain key employees.
The foregoing transaction did not involve any underwriters, any underwriting discounts or commissions, or any public
offering. We believe the offer, sale, and issuance of the above securities was exempt from registration under the Securities
Act of 1933, as amended (the “Act”) by virtue of Section 4(a)(2) of the Act, because the issuance of securities to the
recipients did not involve a public offering. The recipients of the securities in this transaction represented their intentions to
acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and
appropriate legends were placed upon the stock certificates issued in this transaction. All recipients had adequate access,
through their relationships with us or otherwise, to information about us. The issuance of these securities was made without
any general solicitation or advertising.
52
(b) Issuer Purchases of Equity Securities
None
Stock Performance Graph
This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that
Section, and shall not be deemed to be incorporated by reference into any filing of Zscaler, Inc. under the Securities Act or
the Exchange Act.
We have presented below the cumulative total return to our stockholders between March 16, 2018 (the date our common
stock commenced trading on the Nasdaq) through July 31, 2020 in comparison to the Standard & Poor's 500 Index and
Standard & Poor Information Technology Index. All values assume a $100 initial investment and data for the Standard &
Poor's 500 Index and Standard & Poor Information Technology Index assume reinvestment of dividends. The comparisons
are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock.
53
Company/Index
March 16,
2018 (*)
April 30,
2018
July 31,
2018
October 31,
2018
January 31,
2019
April 30,
2019
July 31,
2019
October 31,
2019
January 31,
2020
April 30,
2020
July 31,
2020
Zscaler, Inc.
$ 100.00 $ 90.58 $ 107.00 $ 109.97 $ 146.58 $ 207.00 $ 255.36 $ 133.27 $ 169.97 $ 203.27 $ 393.48
S&P 500 Index
S&P 500 Information
Technology Index
$ 100.00 $ 97.83 $ 104.56 $ 101.16 $ 101.42 $ 111.03 $ 112.91 $ 115.65 $ 123.42 $ 111.99 $ 126.41
$ 100.00 $ 96.18 $ 105.06 $ 103.05 $
99.00 $ 118.07 $ 121.58 $ 126.32 $ 144.62 $ 139.41 $ 168.89
_____
(*) Base period.
54
Item 6. Selected Financial Data
The selected consolidated statements of operations data presented below for fiscal 2020, fiscal 2019 and fiscal 2018 and
the consolidated balance sheet data as of July 31, 2020 and 2019 are derived from our audited consolidated financial
statements that are included elsewhere in this Annual Report on Form 10-K. The selected consolidated statements of
operations data for fiscal 2017 and fiscal 2016 and the consolidated balance sheet data as of July 31, 2018, 2017 and 2016
have been derived from our audited consolidated financial statements not included in this Annual Report on Form 10-K. Our
historical results are not necessarily indicative of the results that may be expected in the future. The selected consolidated
financial data and other data set forth below should be read in conjunction with the section entitled "Management’s
Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and
related notes included elsewhere in this Annual Report on Form 10-K.
Consolidated Statements of Operations Data:
Revenue
Cost of revenue(1)(2)
Gross profit
Operating expenses:
$
2020
Year Ended July 31,
2019
2017
2018
(in thousands, except per share data)
2016
431,269 $
95,733
335,536
302,836 $
59,669
243,167
190,174 $
37,875
152,299
125,717 $
27,472
98,245
80,325
20,127
60,198
Sales and marketing(1)(2)
Research and development(1)(2)
General and administrative(1)(3)(4)
Total operating expenses
Loss from operations
Interest income
Interest expense(5)
Other income (expense), net
Loss before income taxes
Provision for income taxes
Net loss
Accretion of Series C and D redeemable
convertible preferred stock
Net loss attributable to common stockholders
Net loss per share attributable to common
stockholders, basic and diluted(6)
Weighted-average shares used in computing net
loss per share attributable to common
stockholders, basic and diluted(6)
_____
277,981
97,879
73,632
449,492
(113,956)
6,477
(5,025)
(224)
(112,728)
2,388
(115,116) $
169,913
61,969
46,598
278,480
(35,313)
7,730
—
(329)
(27,912)
743
(28,655) $
116,409
39,379
31,135
186,923
(34,624)
2,236
—
79
(32,309)
1,337
(33,646) $
79,236
33,561
20,521
133,318
(35,073)
597
—
(107)
(34,583)
877
(35,460) $
—
(115,116) $
—
(28,655) $
(6,332)
(39,978) $
(9,570)
(45,030) $
56,702
20,940
9,399
87,041
(26,843)
289
—
(416)
(26,970)
468
(27,438)
(8,648)
(36,086)
(0.89) $
(0.23) $
(0.63) $
(1.54) $
(1.36)
$
$
$
129,323
123,566
63,881
29,221
26,521
55
(1) Includes stock-based compensation expense as follows:
Cost of revenue
Sales and marketing
Research and development
General and administrative
Total
$
$
7,318 $
66,539
30,173
17,365
121,395 $
2,926 $
23,118
15,090
5,289
46,423 $
757 $
5,044
3,045
2,378
11,224 $
348 $
2,794
5,574
1,203
9,919 $
189
1,574
1,025
829
3,617
(2) Includes amortization expense of acquired intangible assets as follows:
Cost of revenue
Sales and marketing
Research and development
Total
$
$
2,030 $
74
1,280
3,384 $
512 $
10
386
908 $
— $
—
—
— $
— $
—
—
— $
—
—
—
—
(3) Includes asset impairment related to facility
exit as follows:
$
746 $
— $
— $
— $
—
(4) Includes litigation-related expenses as
follows:
$
18,356 $
13,079 $
8,039 $
5,827 $
—
(5) Includes amortization of debt discount and
issuance costs as follows:
$
4,885 $
— $
— $
— $
—
(6) See Note 15, Net Loss Per Share Attributable to Common Stockholders, of our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K for an explanation of the method used to calculate our basic and diluted net
loss per share attributable to common stockholders and the weighted-average number of shares used in the computation of the
per share amounts.
56
2020(1)
2019
July 31,
2018
(in thousands)
2017
2016
87,978 $
— $
22,450 $
92,842
$ 141,851 $
78,484 $ 135,579 $
—
$ 1,228,722 $ 286,162 $ 162,960 $
49,157
$ 1,157,892 $ 234,137 $ 204,332 $
$ 1,833,458 $ 604,162 $ 447,781 $ 182,902 $ 153,518
65,913
96,619 $
$ 369,767 $ 251,202 $ 164,023 $
$ 861,615 $
—
— $
— $
— $ 200,977 $ 191,407
— $
$
$ (339,571) $ (224,455) $ (196,100) $ (162,016) $ (126,556)
$ 484,829 $ 308,558 $ 240,236 $ (151,142) $ (124,740)
— $
— $
Consolidated Balance Sheet Data:
Cash and cash equivalents
Short-term investments
Working capital(2)
Total assets
Deferred revenue, current and noncurrent
Convertible senior notes
Redeemable convertible preferred stock
Accumulated deficit
Total stockholders’ equity (deficit)
_____
(1) On August 1, 2019, we adopted the new lease accounting standard ASU No. 2016-02, Leases (Topic 842) on a
modified retrospective basis at the beginning of the fiscal year of adoption.
(2) Working capital is defined as current assets less current liabilities.
Non-GAAP Financial Measures and Key Business Metrics
The following table shows certain non-GAAP financial measures. A reconciliation for each non-GAAP measure is
contained in the "Non-GAAP Financial Measures" section of Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of this Annual Report on Form 10-K.
2020
2019
Year Ended July 31,
2018
(in thousands)
2017
2016
$
$
$
$
335,536 $
344,884 $
78 %
80 %
Gross profit
Non-GAAP gross profit
Gross margin
Non-GAAP gross margin
Loss from operations
Non-GAAP income (loss) from
operations
Operating margin
Non-GAAP operating margin
Net cash provided by (used in) operating
79,317 $
$
activities
$ (1,038,162) $
Net cash used in investing activities
Net cash provided by financing activities $ 1,022,212 $
Free cash flow
27,508 $
Net cash provided by operating activities
as a percentage of revenue
Free cash flow margin
(113,956) $
29,925 $
(26) %
7 %
18 %
6 %
$
243,167 $
246,605 $
80 %
81 %
(35,313) $
25,097 $
(12) %
8 %
152,299 $
153,056 $
80 %
80 %
(34,624) $
(15,361) $
(18) %
(8) %
58,027 $
(162,074) $
46,384 $
29,345 $
17,307 $
(178,103) $
208,397 $
2,137 $
98,245 $
98,593 $
78 %
78 %
(35,073) $
(19,327) $
(28) %
(15) %
(6,019) $
(8,174) $
9,497 $
(14,193) $
19 %
10 %
9 %
1 %
(5) %
(11) %
60,198
60,387
75 %
75 %
(26,843)
(23,226)
(33) %
(29) %
(11,916)
(6,247)
27,563
(18,163)
(15) %
(23) %
57
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. As
discussed in the section titled "Special Note Regarding Forward-Looking Statements," the following discussion contains
forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those
discussed below. Factors that could cause or contribute to such difference include, but are not limited to, those identified
below and those discussed in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K. Our fiscal
year end is July 31, and our fiscal quarters end on October 31, January 31, April 30 and July 31. Our fiscal years ended July
31, 2020, July 31, 2019 and July 31, 2018 are referred to as fiscal 2020, fiscal 2019 and fiscal 2018, respectively.
Overview
Zscaler was incorporated in 2007, during the early stages of cloud adoption and mobility, based on a vision that the
internet would become the new corporate network as the cloud becomes the new data center. We predicted that with rapid
cloud adoption and increasing workforce mobility, traditional perimeter security approaches would provide inadequate
protection for users and data and an increasingly poor user experience. We pioneered a security cloud that represents a
fundamental shift in the architectural design and approach to network security.
We generate revenue primarily from sales of subscriptions to access our cloud platform, together with related support
services. We also generate an immaterial amount of revenue from professional and other services, which consist primarily of
fees associated with mapping, implementation, network design and training. Our subscription pricing is calculated on a per-
user basis. We recognize subscription and support revenue ratably over the life of the contract, which is generally one to three
years. As of July 31, 2020, we had expanded our operations to over 4,500 customers across major industries, with users in
185 countries. Government agencies and some of the largest enterprises in the world rely on us to help them transform to the
cloud, including more than 450 of the Forbes Global 2000 as of July 31, 2020.
We operate our business as one reportable segment. Our revenue has experienced significant growth in recent periods.
For fiscal 2020, fiscal 2019 and fiscal 2018, our revenue was $431.3 million, $302.8 million and $190.2 million, respectively,
representing year-over-year growth rate for fiscal 2020 and fiscal 2019 of 42% and 59%, respectively. However, we have
incurred net losses in all periods since our inception. For fiscal 2020, fiscal 2019 and fiscal 2018, our net loss was $115.1
million, $28.7 million and $33.6 million, respectively. We expect we will continue to incur net losses for the foreseeable
future, as we continue investing in our sales and marketing organization to take advantage of our market opportunity, to
invest in research and development efforts to enhance the functionality of our cloud platform, to incur additional compliance
and other related costs as we operate as a public company, and address any legal matters and related accruals, as further
described in further detail in Note 10, Commitments and Contingencies, of our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.
Initial Public Offering
In March 2018, we completed our initial public offering (IPO) of common stock, in which we sold 13.8 million shares.
The shares were sold at an IPO price of $16.00 per share for net proceeds of $205.3 million, after deducting underwriters'
discounts and commissions of $15.5 million. In connection with the IPO, we incurred offering costs of $6.2 million which
were recorded within stockholders’ equity as a reduction of the net proceeds received from the IPO. Immediately prior to the
closing of the IPO, all our outstanding shares of convertible preferred stock were automatically converted into 72.5 million
shares of common stock on a one-to-one basis.
Impacts of COVID-19
58
In March 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic. As a result of the
COVID-19 pandemic, we have modified certain aspects of our business, including restricting employee travel, requiring
employees to work from home, transitioning our employee onboarding and training processes to remote or online programs,
and canceling certain events and meetings, among other modifications. We will continue to actively monitor and evaluate the
situation and may take further actions that alter our business operations as may be required by federal, state or local
authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and stockholders.
The effects of these operational modifications are unknown and may not be known until future reporting periods. While we
have not experienced significant disruptions from the COVID-19 outbreak to date, we are unable to accurately predict the full
impact that the COVID-19 pandemic will have due to numerous uncertainties, including the duration of the outbreak, actions
that may be taken by governmental authorities, the impact on our business including our sales cycle, sales execution, and
marketing efforts, and the impact to the business of our customers, vendors, and partners. For further discussion of the
challenges and risks we confront related to the COVID-19 pandemic, please refer to Part I, Item 1A Risk Factors of this
Annual Report on Form 10-K.
Certain Factors Affecting Our Performance
Increased Internet Traffic and Adoption of Cloud-Based Software and Security
The adoption of cloud applications and infrastructure, explosion of internet traffic volumes and shift to mobile-first
computing generally, and the pace at which enterprises adopt the internet as their corporate network in particular, impact our
ability to drive market adoption of our cloud platform. We believe that most enterprises are in the early stages of a broad
transformation to the cloud. Organizations are increasingly relying on the internet to operate their businesses, deploying new
SaaS applications and migrating internally managed line-of-business applications to the cloud. However, the growing
dependence on the internet has increased exposure to malicious or compromised websites, and sophisticated hackers are
exploiting the gaps left by legacy network security appliances. To securely access the internet and transform their networks,
organizations must also make fundamental changes in their network and security architectures. We believe that most
organizations have yet to fully make these investments. Since we enable organizations to securely transform to the cloud, we
believe that the imperative for organizations to securely move to the cloud will increase demand for our cloud platform and
broaden our customer base.
New Customer Acquisition
We believe that our ability to increase the number of customers, and more significantly customers in the Forbes Global
2000, on our cloud platform is an indicator of our market penetration and our future business opportunities. As of July 31,
2020, 2019 and 2018, we had over 4,500, 3,900 and 3,250 customers, respectively, across all major geographies. As of July
31, 2020, we had over 450 of the Forbes Global 2000 as customers. Our ability to continue to grow these numbers will
increase our future opportunities for renewals and follow-on sales. We believe that we have significant room to capture
additional market share and intend to continue to invest significantly in sales and marketing to engage our prospective
customers, increase brand awareness, further leverage our channel partnerships and drive adoption of our solution.
Follow-On Sales
We typically expand our relationship with our customers over time. While most of our new customers route all of their
internet-bound web traffic through our cloud platform, some of our customers initially use our services for specific users or
specific security functionality. We leverage our land-and-expand model with the goal of generating incremental revenue,
often within the term of the initial subscription, by increasing sales to our existing customers in one of three ways:
•
•
expanding deployment of our cloud platform to cover additional users;
upgrading to a more advanced Business, Transformation or Secure Transformation suite; and
59
•
selling a subscription to a new solution or product, for example selling a ZPA subscription to a ZIA customer or a
ZIA subscription to a ZPA customer.
These purchases increase the Annual Recurring Revenue ("ARR") attributable to our customers over time. To establish
ARR for a customer, we use the total amount of each order booked to compute the annual recurring value of revenue that we
would recognize if the customer continues to renew all contractual subscriptions. For example, a contract for $3.0 million
with a contractual term of three years would have ARR of $1.0 million as long as our customer uses our cloud platform.
Investing in Business Growth
Since our founding, we have invested significantly in growing our business. We intend to continue (i) investing in our
research and development organization and our development efforts to offer new solutions on our platform and (ii) dedicating
resources to update and upgrade our existing solutions. In addition, we expect our general and administrative expenses to
increase in absolute dollars in the foreseeable future, as we continue to operate as a public company and address any legal
matters and related accruals, as further described in Note 10, Commitments and Contingencies, of our consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
We also intend to continue to invest significantly in sales and marketing to grow and train our sales force, broaden our
brand awareness and expand and deepen our channel partner relationships. While these planned investments will increase our
operating expenses in the short term, we believe that over the long term these investments will help us to expand our
customer base and grow our business. We also are investing in programs to increase recognition of our brand and solutions,
including joint marketing activities with our channel partners and strategic partners.
While we expect our operating expenses to increase in absolute dollars in the foreseeable future, as a result of these
activities, we intend to balance these investments in future growth with a continued focus on managing our results of
operations and investing judiciously. In the long term we anticipate that these investments will positively impact our business
and results of operations.
Key Business Metrics and Other Financial Measures
We review a number of operating and financial metrics, including the following key metrics, to measure our
performance, identify trends, formulate business plans and make strategic decisions.
Dollar-Based Net Retention Rate
We believe that dollar-based net retention rate is a key metric to measure the long-term value of our customer
relationships because it is driven by our ability to retain and expand the recurring revenue generated from our existing
customers. Our dollar-based net retention rate compares the recurring revenue from a set of customers against the same
metric for the prior 12-month period on a trailing basis. Because our customers have repeat buying patterns and the average
term of our contracts is more than 12 months, we measure this metric over a set of customers who were with us as of the last
day of the same reporting period in the prior fiscal year. Our dollar-based net retention rate includes customer attrition. We
have not experienced a material increase in customer attrition rates in recent periods.
We calculate our dollar-based net retention rate as follows:
• Denominator: To calculate our dollar-based net retention rate as of the end of a reporting period, we first establish
the ARR from all active subscriptions as of the last day of the same reporting period in the prior fiscal year. This
effectively represents recurring dollars that we expect in the next 12-month period from the cohort of customers that
existed on the last day of the same reporting period in the prior fiscal year.
60
• Numerator: We measure the ARR for that same cohort of customers representing all subscriptions based on
confirmed customer orders booked by us as of the end of the reporting period.
Dollar-based net retention rate is obtained by dividing the numerator by the denominator. Our dollar-based net retention
rate may fluctuate due to a number of factors, including the performance of our cloud platform, our success in selling bigger
deals, including deals for all employees with our ZIA Transformation bundle, faster upsells within a year, the timing and the
rate of ARR expansion of our existing customers, potential changes in our rate of renewals and other risk factors described in
this Annual Report on Form 10-K.
Dollar-based net retention rate
Non-GAAP Financial Measures
Trailing 12 Months Ended July 31,
2019
118%
2020
120%
2018
117%
In addition to our results determined in accordance with U.S. GAAP, we believe the following non-GAAP measures are
useful in evaluating our operating performance. We use the following non-GAAP financial information to evaluate our
ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information,
when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial
performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has
limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented
in accordance with U.S. GAAP. In particular, free cash flow is not a substitute for cash used in operating activities.
Additionally, the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total
increase or decrease in our cash balance for a given period. In addition, other companies, including companies in our
industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their
performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A
reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure
stated in accordance with U.S. GAAP. Investors are encouraged to review the related GAAP financial measures and the
reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to
rely on any single financial measure to evaluate our business.
Non-GAAP Gross Profit and Non-GAAP Gross Margin
We define non-GAAP gross profit as GAAP gross profit excluding stock-based compensation expense and amortization
of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.
Gross profit
Add:
Stock-based compensation expense
Amortization expense of acquired intangible assets
Non-GAAP gross profit
Gross margin
Non-GAAP gross margin
2020
Year Ended July 31,
2019
(in thousands)
2018
$
335,536 $
243,167 $
152,299
$
7,318
2,030
344,884 $
78 %
80 %
2,926
512
246,605 $
80 %
81 %
757
—
153,056
80 %
80 %
61
Non-GAAP Income (Loss) from Operations and Non-GAAP Operating Margin
We define non-GAAP income (loss) from operations as GAAP loss from operations excluding stock-based
compensation expense, certain litigation-related expenses, asset impairment related to facility exit and amortization expense
of acquired intangible assets. We define non-GAAP operating margin as non-GAAP income (loss) from operations as a
percentage of revenue. The excluded litigation-related expenses are professional fees and related costs incurred by us in
defending or settling against significant claims that we deem not to be in the ordinary course of our business and, if
applicable, accruals related to estimated losses in connection with these claims. There are many uncertainties and potential
outcomes associated with any litigation, including the expense of litigation, timing of such expenses, court rulings,
unforeseen developments, complications and delays, each of which may affect our results of operations from period to
period, as well as the unknown magnitude of the potential loss relating to any lawsuit, all of which are inherently subject to
change, difficult to estimate and could adversely affect our results of operations.
Loss from operations
Add:
Stock-based compensation expense
Litigation-related expenses
Asset impairment related to facility exit(1)
Amortization expense of acquired intangible assets
Non-GAAP income (loss) from operations
Operating margin
Non-GAAP operating margin
2020
Year Ended July 31,
2019
(in thousands)
2018
$
(113,956) $
(35,313) $
(34,624)
121,395
18,356
746
3,384
29,925 $
(26) %
7 %
46,423
13,079
—
908
25,097 $
(12) %
8 %
11,224
8,039
—
—
(15,361)
(18) %
(8) %
$
(1) Consists of asset impairment charges related to the relocation of our corporate headquarters.
Change in Non-GAAP Measures Presentation
Effective August 1, 2020, the beginning of Zscaler’s fiscal year ending July 31, 2021, Zscaler will present employer
payroll taxes related to employee equity award transactions, which is a cash expense, under a caption titled "stock-based
compensation expense and related payroll taxes." These payroll taxes will be excluded from our non-GAAP results as these
are tied to the timing and size of the exercise or vesting of the underlying equity awards and the price of Zscaler’s common
stock at the time of vesting or exercise, which may vary from period to period independent of the operating performance of
Zscaler’s business.
Free Cash Flow and Free Cash Flow Margin
Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by operating activities less
purchases of property, equipment and other assets and capitalized internal-use software. Free cash flow margin is calculated
as free cash flow divided by revenue. We believe that free cash flow and free cash flow margin are useful indicators of
liquidity that provide information to management and investors about the amount of cash generated from our operations that,
after the investments in property, equipment and other assets and capitalized internal-use software, can be used for strategic
initiatives, including investing in our business, and strengthening our financial position.
62
Free cash flow includes the cyclical impact of inflows and outflows resulting from contributions to our employee stock
purchase plan for which the purchase period of approximately six months ends in each of our second and fourth fiscal
quarter. As of July 31, 2020, employee contributions to our employee stock purchase plan was $3.5 million, which will be
reclassified to additional paid-in capital upon issuance of the shares during our second quarter of fiscal 2021.
Net cash provided by operating activities
Less:
Purchases of property, equipment and other assets
Capitalized internal-use software
Free cash flow
As a percentage of revenue:
Net cash provided by operating activities
Less:
Purchases of property, equipment and other assets
Capitalized internal-use software
Free cash flow margin
Calculated Billings
2020
Year Ended July 31,
2019
(in thousands)
2018
$
79,317 $
58,027 $
17,307
(43,072)
(8,737)
27,508 $
(25,520)
(3,162)
29,345 $
(13,397)
(1,773)
2,137
$
18 %
(10)
(2)
6 %
19 %
(8)
(1)
10 %
9 %
(7)
(1)
1 %
Calculated billings is a non-GAAP financial measure that we believe is a key metric to measure our periodic
performance. Calculated billings represents our total revenue plus the change in deferred revenue in a period. Calculated
billings in any particular period aims to reflect amounts invoiced for subscriptions to access our cloud platform, together with
related support services for our new and existing customers. We typically invoice our customers annually in advance, and to
a lesser extent quarterly in advance, monthly in advance or multi-year in advance. Calculated billings increased $159.8
million, or 41%, in fiscal 2020 over fiscal 2019, and $132.4 million, or 51%, in fiscal 2019 over fiscal 2018. As calculated
billings continues to grow in absolute terms, we expect our calculated billings growth rate to trend down over time. We also
expect that calculated billings will be affected by seasonality in terms of when we enter into agreements with customers; and
the mix of billings in each reporting period as we typically invoice customers annually in advance, and to a lesser extent
quarterly in advance, monthly in advance or multi-year in advance.
Revenue
Add: Total deferred revenue, end of period
Less: Total deferred revenue, beginning of period
Calculated billings
2020
Year Ended July 31,
2019
(in thousands)
2018
$
$
431,269 $
369,767
(251,202)
549,834 $
302,836 $
251,202
(164,023)
390,015 $
190,174
164,023
(96,619)
257,578
63
Components of Results of Operations
Revenue
We generate revenue primarily from sales of subscriptions to access our cloud platform, together with related support
services. These subscription and related support services accounted for approximately 98%, 99% and 99% of our revenue for
fiscal 2020, fiscal 2019 and fiscal 2018, respectively. Our contracts with our customers do not at any time provide the
customer with the right to take possession of the software that runs our cloud platform. Our customers may also purchase
professional services, such as mapping, implementation, network design and training. Professional services account for an
immaterial portion of our revenue.
We generate revenue from contracts with typical durations ranging from one to three years. We typically invoice our
customers annually in advance, and to a lesser extent quarterly in advance, monthly in advance or multi-year in advance. We
recognize revenue ratably over the life of the contract. Amounts that have been invoiced are recorded in deferred revenue, or
they are recorded in revenue if the revenue recognition criteria have been met. Subscriptions that are invoiced annually in
advance or multi-year in advance represent a significant portion of our short-term and long-term deferred revenue in
comparison to invoices issued quarterly in advance or monthly in advance. Accordingly, we cannot predict the mix of
invoicing schedules in any given period.
We generally experience seasonality in terms of when we enter into agreements with our customers. We typically enter
into a higher percentage of agreements with new customers, as well as renewal agreements with existing customers, in our
second and fourth fiscal quarters. However, because we recognize revenue ratably over the terms of our subscription
contracts, a substantial portion of the revenue that we report in each period is attributable to the recognition of deferred
revenue relating to agreements that we entered into during previous periods. Consequently, increases or decreases in new
sales or renewals in any one period may not be immediately reflected as revenue for that period. Accordingly, the effect of
downturns in sales and market acceptance of our platform, and potential changes in our rate of renewals, may not be fully
reflected in our results of operations until future periods.
Cost of Revenue
Cost of revenue includes expenses related to operating our cloud platform in data centers, depreciation of our data center
equipment, related overhead costs and the amortization of our capitalized internal-use software. Cost of revenue also includes
employee-related costs, including salaries, bonuses, stock-based compensation expense and employee benefit costs
associated with our customer support and cloud operations organizations. Cost of revenue also includes overhead costs for
facilities, IT, amortization and depreciation expense.
As our customers expand and increase the use of our cloud platform driven by additional applications and connected
devices, our cost of revenue will increase due to higher bandwidth and data center expenses. However, we expect to continue
to benefit from economies of scale as our customers increase the use of our cloud platform. We intend to continue to invest
additional resources in our cloud platform and our customer support organizations as we grow our business. The level and
timing of investment in these areas could affect our cost of revenue in the future.
Gross Profit and Gross Margin
Gross profit, or revenue less cost of revenue, and gross margin, or gross profit as a percentage of revenue, have been and
will continue to be affected by various factors, including the timing of our acquisition of new customers and our renewals of
and follow-on sales to existing customers, the average sales price of our services, mix of services offered in our solutions,
including new product introductions, the data center and bandwidth costs associated with operating our cloud platform, the
extent to which we expand our customer support and cloud operations organizations and the extent to which we can increase
64
the efficiency of our technology, infrastructure and data centers through technological improvements. We expect our gross
profit to increase in absolute dollars and our gross margin to increase slightly over the long term, although our gross profit
and gross margin could fluctuate from period to period depending on the interplay of all of the above factors.
Operating Expenses
Our operating expenses consist of sales and marketing, research and development and general and administrative
expenses. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses,
stock-based compensation expense and, with respect to sales and marketing expenses, sales commissions that are recognized
as expenses. Operating expenses also include overhead costs for facilities, IT, depreciation expense and amortization
expense.
Sales and Marketing
Sales and marketing expenses consist primarily of employee compensation and related expenses, including salaries,
bonuses and benefits for our sales and marketing employees, sales commissions that are recognized as expenses over the
period of benefit, stock-based compensation expense, marketing programs, travel and entertainment expenses, expenses for
conferences and events and allocated overhead costs. We capitalize our sales commissions and associated payroll taxes and
recognize them as expenses over the estimated period of benefit. The amount recognized in our sales and marketing expenses
reflects the amortization of cost previously deferred as attributable to each period presented in this Annual Report on Form
10-K, as described below under "Critical Accounting Policies and Estimates."
We intend to continue to make significant investments in our sales and marketing organization to drive additional
revenue, further penetrate the market and expand our global customer base. As a result, we expect our sales and marketing
expenses to continue to increase in absolute dollars and to be our largest operating expense category for the foreseeable
future. In particular, we will continue to invest in growing and training our sales force, broadening our brand awareness and
expanding and deepening our channel partner relationships. However, we expect our sales and marketing expenses to
decrease as a percentage of our revenue over the long term, although our sales and marketing expenses may fluctuate as a
percentage of our revenue from period to period due to the timing and extent of these expenses.
Research and Development
Our research and development expenses support our efforts to add new features to our existing offerings and to ensure
the reliability, availability and scalability of our solutions. Our cloud platform is software-driven, and our research and
development teams employ software engineers in the design, and the related development, testing, certification and support,
of these solutions. Accordingly, a majority of our research and development expenses result from employee-related costs,
including salaries, bonuses and benefits, stock-based compensation expense and costs associated with technology tools used
by our engineers. We expect our research and development expenses to continue to increase in absolute dollars for the
foreseeable future, as we continue to invest in research and development efforts to enhance the functionality of our cloud
platform, improve the reliability, availability and scalability of our platform and access new customer markets. However, we
expect our research and development expenses to decrease as a percentage of our revenue over the long term, although our
research and development expenses may fluctuate as a percentage of our revenue from period to period due to the timing and
extent of these expenses.
65
General and Administrative
General and administrative expenses consist primarily of employee-related costs, including salaries and bonuses, stock-
based compensation expense and employee benefit costs for our finance, legal, human resources and administrative
personnel, as well as professional fees for external legal services (including certain litigation-related expenses), accounting
and other related consulting services. The litigation-related expenses include professional fees and related costs incurred by
us in defending or settling significant claims that we deem not to be in the ordinary course of our business and, if applicable,
accruals related to estimated losses in connection with these claims. We expect our general and administrative expenses to
increase in absolute dollars for the foreseeable future, as we continue to incur compliance costs and other related costs
necessary to operate as a public company, and due to any legal matters and related accruals, as further described in Note 10,
Commitments and Contingencies to, our consolidated financial statements included elsewhere in this Annual Report on Form
10-K. However, we expect our general and administrative expenses to decrease as a percentage of our revenue over the long
term, although our general and administrative expenses may fluctuate as a percentage of our revenue from period to period
due to the timing and extent of these expenses. In particular, litigation-related expenses related to significant litigation claims
may result in significant fluctuations from period to period as they are inherently subject to change and difficult to estimate.
Interest Expense
Interest expense consists primarily of amortization of debt discount and issuance costs and contractual interest expense
for our convertible senior notes issued in June 2020.
Interest Income
Interest income consist primarily of income earned on our cash equivalents and short-term investments and interest
earned on outstanding notes receivable extended to certain current and former employees who early exercised their stock
options. During fiscal 2019, the principal amount and accrued interest of the outstanding notes receivable were fully repaid.
For more information on these notes receivable, refer to Note 13, Stock-Based Compensation, of our consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
Other Income (Expense), Net
Other income (expense), net consists primarily of foreign currency transaction gains and losses.
Provision for Income Taxes
Our provision for income taxes consists primarily of income and withholding taxes in the foreign jurisdictions in which
we conduct business, offset by the tax benefit for excess stock-based compensation deduction and partial release of our U.S.
valuation allowance related to the acquisition of Cloudneeti Corporation ("Cloudneeti") and Edgewise Networks Inc.
("Edgewise"). We have not recorded any U.S. federal income tax expense. In the U.S. we have recorded deferred tax assets
for which we provide a full valuation allowance, which includes net operating loss carryforwards and tax credits. We expect
to maintain this full valuation allowance for the foreseeable future as it is more likely than not that some or all of those
deferred tax assets may not be realized based on our history of losses. Additionally, in the U.K., we have recorded deferred
tax assets for which we provide a full valuation allowance, which includes net operating loss carryforwards. We expect to
maintain this full valuation allowance for the foreseeable future as it is more likely than not that some or all of those deferred
tax assets may not be realized based on our history of losses.
66
Results of Operations
The following tables set forth our results of operations for the periods presented in dollars and as a percentage of our
revenue:
2020
Year Ended July 31,
2019
(in thousands)
2018
431,269 $
95,733
335,536
277,981
97,879
73,632
449,492
(113,956)
6,477
(5,025)
(224)
(112,728)
2,388
(115,116) $
302,836 $
59,669
243,167
169,913
61,969
46,598
278,480
(35,313)
7,730
—
(329)
(27,912)
743
(28,655) $
190,174
37,875
152,299
116,409
39,379
31,135
186,923
(34,624)
2,236
—
79
(32,309)
1,337
(33,646)
7,318 $
66,539
30,173
17,365
121,395 $
2,926 $
23,118
15,090
5,289
46,423 $
757
5,044
3,045
2,378
11,224
2,030 $
74
1,280
3,384 $
512 $
10
386
908 $
—
—
—
—
746 $
— $
—
18,356 $
13,079 $
8,039
4,885 $
— $
—
$
$
$
$
$
$
$
$
$
Revenue
Cost of revenue(1)(2)
Gross profit
Operating expenses:
Sales and marketing(1)(2)
Research and development(1)(2)
General and administrative(1)(3)(4)
Total operating expenses
Loss from operations
Interest income
Interest expense(5)
Other income (expense), net
Loss before income taxes
Provision for income taxes
Net loss
_____
(1) Includes stock-based compensation expense as follows:
Cost of revenue
Sales and marketing
Research and development
General and administrative
Total
(2) Includes amortization expense of acquired intangible assets as follows:
Cost of revenue
Sales and marketing
Research and development
Total
(3) Includes asset impairment related to facility exit as follows:
(4) Includes litigation-related expenses as follows:
(5) Includes amortization of debt discount and issuance costs as follows:
67
Revenue
Cost of revenue
Gross margin
Operating expenses
Sales and marketing
Research and development
General and administrative
Total operating expenses
Operating margin
Interest income
Interest Expense
Other income (expense), net
Loss before income taxes
Provision for income taxes
Net loss
Comparison of Fiscal 2020 and Fiscal 2019
Revenue
Year Ended July 31,
2019
100%
20
80
56
21
15
92
(12)
3
—
—
(9)
—
(9)%
2020
100%
22
78
64
23
17
104
(26)
1
(1)
—
(26)
1
(27)%
2018
100%
20
80
61
21
16
98
(18)
1
—
—
(17)
1
(18)%
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
Revenue
$
431,269 $
302,836 $
128,433
42 %
Revenue increased by $128.4 million, or 42%, in fiscal 2020, compared to fiscal 2019. The increase in revenue was
driven by an increase in users and sales of additional subscriptions to existing customers, which contributed $98.6 million in
revenue, as reflected by our dollar-based net retention rate of 120% for the trailing 12 months ended July 31, 2020. The
remainder of the increase was attributable to the addition of new customers, as we increased our customer base by 17% from
July 31, 2019 to July 31, 2020.
Cost of Revenue and Gross Margin
Cost of revenue
Gross margin
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
$
95,733 $
78 %
59,669 $
80 %
36,064
60 %
Cost of revenue increased by $36.1 million, or 60%, in fiscal 2020, compared to fiscal 2019. The overall increase in cost
of revenue was driven primarily by the expanded use of our cloud platform by existing and new customers, which led to an
increase of $24.8 million for data center and equipment related costs for hosting and operating our cloud platform.
Additionally, our employee-related expenses increased by $10.0 million, inclusive of an increase of $4.4 million in stock-
based compensation expense, driven primarily by a 6% increase in headcount in our customer support and cloud operations
organizations from July 31, 2019 to July 31, 2020 and by the shift from granting stock options to restricted stock units.
68
Gross margin decreased from 80% to 78% in fiscal 2020 as compared to fiscal 2019. The decline in gross margin is
primarily due to the cost incurred for our increased use of public cloud infrastructure to manage the increased ZPA traffic
which resulted from our customers' employees working from home beginning March 2020. While the public cloud allows us
to quickly meet increases in customer demand, using public cloud infrastructure to manage traffic is significantly more
expensive compared to using our data centers.
Operating Expenses
Sales and Marketing Expenses
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
Sales and marketing
$
277,981 $
169,913 $
108,068
64 %
Sales and marketing expenses increased by $108.1 million, or 64%, for fiscal 2020, compared to fiscal 2019. The
increase was primarily due to a 54% increase in headcount from July 31, 2019 to July 31, 2020, resulting in an increase of
$92.6 million in employee-related expenses, inclusive of an increase of $43.4 million in stock-based compensation expense,
and an increase of $9.7 million in sales commissions expense. Additionally, our sales and marketing expenses increased by
$7.0 million primarily due to growth of certain major sales and marketing events held during fiscal 2020, including our
Zenith Live events. The remainder of the increase was primarily attributable to increased expenses of $2.2 million in costs
related to in-person and virtual events and $3.9 million for facility and IT services.
Research and Development Expenses
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
Research and development
$
97,879 $
61,969 $
35,910
58 %
Research and development expenses increased by $35.9 million, or 58%, for fiscal 2020, compared to fiscal 2019 as we
continued to develop and enhance the functionality of our cloud platform. The increase was primarily driven by an increase
of $34.7 million in employee-related expenses, inclusive of an increase of $15.1 million in stock-based compensation
expense, driven by a 38% increase in headcount from July 31, 2019 to July 31, 2020 and by our shift from granting stock
options to granting restricted stock units. The remainder of the increase was primarily attributable to increased expenses of
$4.4 million for facility, software and equipment related expenses to support our growth. Expense increases were partially
offset by higher capitalized internal-use software development costs of $5.6 million to support the enhancement and growth
of our cloud platform.
General and Administrative Expenses
General and administrative
$
73,632 $
46,598 $
27,034
58 %
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
69
General and administrative expenses increased by $27.0 million, or 58%, for fiscal 2020, compared to fiscal 2019. The
overall increase was primarily due to an increase of $16.4 million in employee-related expenses, inclusive of a net increase of
$12.1 million in stock-based compensation expense, driven by a 29% increase in headcount from July 31, 2019 to July 31,
2020, and also by our shift from granting stock options to granting restricted stock units. Additionally, we recognized an
increase of $5.2 million in legal expenses, which is primarily attributable to a $15.0 million litigation settlement payment to
Broadcom in fiscal 2020, partially offset by lower legal fees in fiscal 2020. For further information on litigation settlements,
refer to Note 10, Commitments and Contingencies, of our consolidated financial statements included elsewhere in this
Annual Report on Form 10-K. The remainder of the increase was primarily attributable to $1.9 million in professional
services and $1.2 million for insurance premiums.
Interest Expense
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
Interest expense
$
(5,025) $
— $
(5,025)
100 %
Interest expense increased by $5.0 million or 100% for fiscal 2020, compared to fiscal 2019. The increase is due to
amortization of debt discount and contractual interest expense for our Notes issued in June 2020. For further information on
the Notes, refer to Note 8, Convertible Senior Notes, of our consolidated financial statements included elsewhere in this
Annual Report on Form 10-K.
Interest Income
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
Interest income
$
6,477 $
7,730 $
(1,253)
(16) %
Interest income decreased by $1.3 million, or 16%, for fiscal 2020, compared to fiscal 2019. The decrease was primarily
driven by lower market interest rates earned on cash equivalents and short-term investments.
Other Income (expense), net
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
Other income (expense), net
$
(224) $
(329) $
105
(32) %
Other income (expense), net increased by $0.1 million, or 32%, for fiscal 2020, compared to fiscal 2019. The increase
was primarily driven by fluctuations in foreign currency transaction gains and losses for fiscal 2020, compared to fiscal 2019.
Provision for Income Taxes
70
Year Ended July 31,
2019
2020
(in thousands)
Change
$
%
Provision for income taxes
$
2,388 $
743 $
1,645
221 %
Our provision for income taxes increased by $1.6 million, or 221%, for fiscal 2020, compared to fiscal 2019, primarily
related to income and withholding taxes in the foreign jurisdictions in which we operate. The current year income tax
expense was partially offset by the tax benefit associated with the acquisition of intangible assets from Cloudneeti and
Edgewise which reduced our deferred tax asset and the related valuation allowance. For further information, refer to Note 14,
Income Taxes, of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Our
effective tax rate of (2.1)% and (2.7)% in fiscal 2020 and fiscal 2019, respectively, differs from the applicable U.S. statutory
federal income tax rate due to our valuation allowance against our U.S. federal, state, and U.K. deferred tax assets as well as
our foreign income being taxed at different rates than the U.S. statutory rate. The overall income tax expense recorded for the
current fiscal year is driven by income taxes for the foreign countries in which we operate, offset by the tax benefit from the
release of a portion of our valuation allowance on deferred tax assets as a result of deferred taxes recorded in the purchase
accounting as part of the acquisition of Cloudneeti and Edgewise.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017, or the Tax Act, was enacted. The Tax Act contains several
key tax provisions that affect us, including, but not limited to, reducing the U.S. federal corporate tax rate from 34% to 21%,
imposing a one-time mandatory transition tax on previously untaxed foreign earnings and changing rules related to the use of
net operating loss carryforwards created in tax years beginning after December 31, 2017. Because of the full valuation
allowance recorded against our U.S. federal deferred tax assets, there was no income tax expense (or benefit) recognized
related to the Tax Act.
While we believe our current valuation allowance is sufficient, we assess the need for an adjustment to the valuation
allowance on a quarterly basis. The assessment is based on our estimates of future sources of taxable income for the
jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable. In the event we
determine that we will be able to realize all or part of our net deferred tax assets in the future, the valuation allowance will be
reversed in the period in which we make such determination. The release of a valuation allowance against deferred tax assets
may cause greater volatility in the effective tax rate in the periods in which it is reversed.
Comparison of Fiscal 2019 and Fiscal 2018
Revenue
Year Ended July 31,
2018
2019
(in thousands)
Change
$
%
Revenue
$
302,836 $
190,174 $
112,662
59 %
Revenue increased by $112.7 million, or 59%, in fiscal 2019, compared to fiscal 2018. The increase in revenue was
driven by an increase in users and sales of additional subscriptions to existing customers, which contributed $88.2 million in
revenue, as reflected by our dollar-based net retention rate of 118% for the trailing 12 months ended July 31, 2019. The
remainder of the increase was attributable to the addition of new customers, as we increased our customer base by 18% from
July 31, 2018 to July 31, 2019.
Cost of Revenue and Gross Margin
71
Cost of revenue
Gross margin
Year Ended July 31,
2018
2019
(in thousands)
$
59,669 $
80 %
37,875 $
80 %
Change
$
%
21,794
58 %
Cost of revenue increased by $21.8 million, or 58%, for fiscal 2019, compared to fiscal 2018. The overall increase in
cost of revenue was driven by expanded use of our cloud platform by existing and new customers which led to an increase of
$11.0 million for data center and equipment related costs for hosting and operating our cloud platform for our expanded
customer base. Additionally, our employee-related expenses increased by $8.7 million, inclusive of an increase of $2.2
million in stock-based compensation expense, driven primarily by a 52% increase in headcount in our customer support and
cloud operations organizations from July 31, 2018 to July 31, 2019 and by the shift from granting stock options to restricted
stock units subsequent to our IPO. The remainder of the increase was primarily attributable to increased expenses of $1.1
million in facility and IT expenses.
Gross margin remained flat for fiscal 2019 compared to fiscal 2018 as our cost of providing our services were
proportionately offset by growth in our revenue.
Operating Expenses
Sales and Marketing Expenses
Year Ended July 31,
2018
2019
(in thousands)
Change
$
%
Sales and marketing
$
169,913 $
116,409 $
53,504
46 %
Sales and marketing expenses increased by $53.5 million, or 46%, for fiscal 2019, compared to fiscal 2018. The increase
was primarily driven by an increase of $35.2 million in employee-related expenses, inclusive of an increase of $18.1 million
in stock-based compensation expense, and an increase of $6.7 million in sales commissions expense, driven by a 38%
increase in headcount in our sales and marketing organization from July 31, 2018 to July 31, 2019. The increase in stock-
based compensation expense was also attributable to the shift from granting stock options to restricted stock units subsequent
to our IPO. The remainder of the increase was primarily attributable to increased expenses of $5.9 million in marketing and
advertising expenses, $2.8 million in travel expenses and $2.1 million in facility and IT expenses.
Research and Development Expenses
Year Ended July 31,
2018
2019
(in thousands)
Change
$
%
Research and development
$
61,969 $
39,379 $
22,590
57 %
Research and development expenses increased by $22.6 million, or 57%, for fiscal 2019, compared to fiscal 2018 as we
continued to develop and enhance the functionality of our cloud platform. The increase was primarily driven by an increase
of $21.3 million in employee-related expenses, inclusive of an increase of $12.0 million in stock-based compensation
expense, driven by a 36% increase in headcount from July 31,2018 to July 31,2019 and by our shift from granting stock
72
options to granting restricted stock units subsequent to our IPO. The remainder of the increase was primarily attributable to
increased expenses of $1.2 million for facility and IT expenses.
General and Administrative Expenses
Year Ended July 31,
2018
2019
(in thousands)
Change
$
%
General and administrative
$
46,598 $
31,135 $
15,463
50 %
General and administrative expenses increased by $15.5 million, or 50%, for fiscal 2019, compared to fiscal 2018. The
overall increase was primarily due to an increase of $6.3 million in employee-related expenses, inclusive of a net increase of
$2.9 million in stock-based compensation expense, driven by a 37% increase in headcount from July 31, 2018 to July 31,
2019, and also by our shift from granting stock options to granting restricted stock units subsequent to our IPO. Additionally,
we recognized an increase of $6.1 million in legal expenses, which is primarily attributable to $4.1 million expense
recognized as a result of a legal settlement reached with Finjan in April 2019. For further information on this settlement refer
to Note 10, Commitments and Contingencies, of our consolidated financial statements included elsewhere in this Annual
Report on Form 10-K. The remainder of increase was primarily attributable to $1.7 million in professional services as we
transitioned to being a public company and $0.4 million in facility and IT expenses.
Interest Income
Year Ended July 31,
2018
2019
(in thousands)
Change
$
%
Interest income
$
7,730 $
2,236 $
5,494
246 %
Interest income increased by $5.5 million, or 246%, for fiscal 2019, compared to fiscal 2018. The increase was primarily
driven by increased interest income earned from our investments in cash equivalents and short-term investments, as a result
of additional cash received from our IPO and cash generated from operations.
Other Income (Expense), net
Year Ended July 31,
2018
2019
(in thousands)
Change
$
%
Other income (expense), net
$
(329) $
79 $
(408)
(516) %
Other income (expense), net decreased by $0.4 million, or 516%, for fiscal 2019, compared to fiscal 2019. The decrease
was primarily driven by fluctuations in foreign currency transaction gains and losses for fiscal 2019, compared to fiscal 2018.
Provision for Income Taxes
Provision for income taxes
$
743 $
1,337 $
(594)
(44) %
Year Ended July 31,
2018
2019
(in thousands)
Change
$
%
73
Our provision for income taxes increased by $0.6 million, or 44%, for fiscal 2019, compared to fiscal 2018. The decrease
in the provision for income taxes was primarily due to a non-recurring tax benefit associated with the acquisition of
intangible assets from Appsulate, Inc., which reduced our deferred tax asset and the related valuation allowance. For further
information, refer to Note 14, Income Taxes, of our consolidated financial statements included elsewhere in this Annual
Report on Form 10-K. Our effective tax rate of (2.7)% and (4.1)% in fiscal 2019 and fiscal 2018, respectively, differs from
the applicable U.S. statutory federal income tax rate due to our valuation allowance against our U.S. federal, state, and U.K.
deferred tax assets as well as our foreign income being taxed at different rates than the U.S. statutory rate. The overall income
tax expense recorded for the current fiscal year is driven by income taxes for the foreign countries in which we operate, offset
by the tax benefit from the release of a portion of our valuation allowance on deferred tax assets as a result of deferred taxes
recorded in purchase accounting as part of the acquisition of Appsulate, Inc.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017, or the Tax Act, was enacted. The Tax Act contains several
key tax provisions that affect us, including, but not limited to, reducing the U.S. federal corporate tax rate from 34% to 21%,
imposing a one-time mandatory transition tax on previously untaxed foreign earnings and changing rules related to the use of
net operating loss carryforwards created in tax years beginning after December 31, 2017. Because of the full valuation
allowance recorded against our U.S. federal deferred tax assets, there was no income tax expense (or benefit) recognized
related to the Tax Act.
While we believe our current valuation allowance is sufficient, we assess the need for an adjustment to the valuation
allowance on a quarterly basis. The assessment is based on our estimates of future sources of taxable income for the
jurisdictions in which we operate and the periods over which our deferred tax assets will be realizable. In the event we
determine that we will be able to realize all or part of our net deferred tax assets in the future, the valuation allowance will be
reversed in the period in which we make such determination. The release of a valuation allowance against deferred tax assets
may cause greater volatility in the effective tax rate in the periods in which it is reversed.
74
Quarterly Results of Operations and Other Data
The following sets forth selected unaudited quarterly consolidated statements of operations data for each of the eight
quarters in the period ended July 31, 2020. The unaudited quarterly statements of operations data set forth below have been
prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all
adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of such data. The
following quarterly financial data should be read in conjunction with our consolidated financial statements and the related
notes included elsewhere in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of the
results that may be expected in the future, and the results for any quarter are not necessarily indicative of results to be
expected for a full year or any other period.
Consolidated Statements of Operations
Three Months Ended
Jul. 31 Oct. 31
2019
Oct. 31
2018
Jan. 31 Apr. 30
2019
2019
2019
(in thousands)
$ 63,298 $ 74,302 $ 79,128 $ 86,108 $ 93,590 $ 101,268 $ 110,524 $ 125,887
31,358
94,529
14,960
64,168
15,271
59,031
17,339
68,769
20,238
81,030
24,579
85,945
12,099
51,199
19,558
74,032
Jan. 31 Apr. 30
2020
2020
Jul. 31
2020
36,545
13,186
10,131
59,862
(8,663)
1,590
—
(188)
(7,261)
327
38,756
15,071
10,386
64,213
(5,182)
1,924
—
250
(3,008)
547
89,222
32,785
17,409
139,416
(44,887)
1,072
(5,025)
(252)
(49,092)
457
$ (7,588) $ (3,555) $ (12,236) $ (5,276) $ (17,076) $ (29,154) $ (19,337) $ (49,549)
(0.38)
$
61,621
20,706
28,983
111,310
(30,280)
1,855
—
(13)
(28,438)
716
67,727
24,117
14,615
106,459
(20,514)
1,528
—
70
(18,916)
421
59,411
20,271
12,625
92,307
(18,275)
2,022
—
(29)
(16,282)
794
45,295
16,499
15,911
77,705
(13,537)
2,081
—
(144)
(11,600)
636
49,317
17,213
10,170
76,700
(7,931)
2,135
—
(247)
(6,043)
(767)
(0.13) $
(0.04) $
(0.15) $
(0.23) $
(0.10) $
(0.06) $
(0.03) $
Revenue
Cost of revenue(1)(2)
Gross profit
Operating expenses:
Sales and marketing(1)(2)
Research and development(1)(2)
General and administrative(1)(3)(4)
Total operating expenses
Loss from operations
Interest income
Interest expense(5)
Other income (expense), net
Loss before income taxes
Provision (benefit) for income taxes(6)
Net loss
Net loss per share, basic and diluted
_____
(1) Includes stock-based compensation expense as follows:
Cost of revenue
Sales and marketing
Research and development
General and administrative
Total
_____
$
503 $
2,801
2,795
1,487
686 $ 1,118 $ 1,381 $ 1,580 $ 1,614 $ 2,743
29,438
6,459
12,484
4,194
6,718
1,936
$ 7,586 $ 13,227 $ 13,275 $ 12,335 $ 18,376 $ 23,866 $ 27,770 $ 51,383
619 $
5,517
4,398
2,693
15,119
6,738
4,299
10,039
4,874
2,082
11,943
6,077
4,266
8,341
3,703
(827)
75
(2) Includes amortization expense of acquired intangible assets as follows:
Oct. 31
2018
Jan. 31
2019
Apr. 30
2019
Jan. 31
2020
Apr. 30
2020
Jul. 31
2020
Cost of revenue
Sales and marketing
Research and development
Total
$ — $
—
95
95 $
$
144 $
—
—
144 $
163 $
3
—
166 $
205 $
8
429
642 $
348 $ 1,272
50
8
285
—
641 $ 1,322
Three Months Ended
Oct. 31
Jul. 31
2019
2019
(in thousands)
205 $
7
291
503 $
205 $
8
566
779 $
(3) Includes asset impairment related to
facility exit as follows :
$
— $
— $
— $
— $
— $
316 $
430 $
—
(4) Includes litigation-related expenses as
follows:
$ 2,174 $ 1,768 $ 6,164 $ 2,973 $ 2,007 $ 16,334 $
12 $
3
(5) Includes amortization of debt discount
and issuance costs as follows:
$
— $
— $
— $
— $
— $
— $
— $ 4,885
(6) In the fiscal quarter ended July 31, 2019, April 30, 2020 and July 31, 2020, we recorded a tax benefit of $1.4 million, $0.5
million and $0.6 million, respectively, associated with intangible assets recognized as a result of our acquisition of Appsulate,
Inc., Cloudneeti and Edgewise, respectively. For further information, refer to Note 6, Business Combinations, of our
consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Consolidated Statements of Operations as a Percentage of Revenue
Revenue
Cost of revenue
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Total operating expenses
Loss from operations
Interest income
Interest expense
Other income (expense), net
Loss before income taxes
Provision (benefit) for income taxes
Net loss
Oct. 31
2018
100 %
19
81
Jan. 31 Apr. 30
2019
100 %
21
79
2019
100 %
19
81
Three Months Ended
Jul. 31 Oct. 31
2019
100 %
20
80
2019
100 %
21
79
Jan. 31 Apr. 30
2020
100 %
20
80
2020
100 %
22
78
57
20
12
89
(9)
2
—
—
(7)
(1)
(6) %
63
22
13
98
(19)
2
—
—
(17)
1
(18) %
61
20
29
110
(30)
2
—
—
(28)
1
(29) %
62
22
13
97
(19)
1
—
1
(17)
—
(17) %
58
21
16
95
(14)
3
—
—
(11)
1
(12) %
52
20
14
86
(7)
3
—
—
(4)
1
(5) %
57
21
20
98
(17)
2
—
—
(15)
—
(15) %
76
Jul. 31
2020
100 %
25
75
71
26
14
111
(36)
1
(4)
—
(39)
—
(39) %
Quarterly Trends
The sequential increase in the net loss for the fiscal quarter ended January 31, 2020 was primarily due to a $15.0 million
payment to Broadcom in January 2020 in connection with the legal settlement of the Symantec Cases. For further
information refer to Note 10, Commitments and Contingencies, of our consolidated financial statements included elsewhere
in this Annual Report Form 10-K.
The sequential increase in the net loss for the fiscal quarter ended July 31, 2020 was primarily due to an increase in
stock-based compensation expense as a result of attainment of performance related equity awards and higher overall
compensation expense as a result of an increase in headcount, primarily in sales and marketing and research and development
organizations.
Liquidity and Capital Resources
As of July 31, 2020, our principal sources of liquidity were cash, cash equivalents and short-term investments totaling
$1,370.6 million, which were held for working capital and general corporate purposes. Our cash equivalents and investments
consist of highly liquid investments in money market funds, U.S. treasury securities, U.S. government agency securities and
corporate debt securities.
In June 2020, we completed our private offering of our Notes with an aggregate principal amount of $1,150.0 million.
The total net proceeds from the offering, after deducting initial purchase discount and issuance costs, was $1,130.5 million.
In connection with the Notes, we entered into capped call transactions which are expected to reduce the potential dilution of
our common stock upon any conversion of the Notes and/or offset any cash payments we could be required to make in excess
of the principal amount of converted Notes. We used an aggregate amount of $145.2 million of the net proceeds of the Notes
to purchase the capped calls.
In March 2018, upon completion of our IPO, we received net proceeds of $205.3 million, net of underwriters' discounts
and commissions of $15.5 million. In connection with the IPO, we incurred offering costs of $6.2 million which were
recorded into stockholders' equity as a reduction of the net proceeds received from the IPO.
We have generated significant operating losses from operations, as reflected in our accumulated deficit of $339.6 million
as of July 31, 2020. We expect to continue to incur operating losses and have in the past and may in the future generate
negative cash flows due to expected investments to grow our business, including potential business acquisitions and other
strategic transactions.
We believe that our existing cash, cash equivalents and short-term investments will be sufficient to fund our operating
and capital needs for at least the next 12 months from the issuance of our financial statements. Our foreseeable cash needs, in
addition to our recurring operating costs, include our expected capital expenditures in support of expanding our infrastructure
and workforce, lease obligations, purchase commitments, income and other taxes, potential business acquisitions and other
strategic transactions. Our assessment of the period of time through which our financial resources will be adequate to support
our operations is a forward-looking statement and involves risks and uncertainties. Our actual results could vary as a result
of, and our future capital requirements, both near-term and long-term, will depend on, many factors, including our growth
rate, the timing and extent of spending to support our research and development efforts, the expansion of sales and marketing
and international operating activities, the timing of new introductions of solutions or features, and the continuing market
acceptance of our services, and the impact of the COVID-19 pandemic to our and our customers', vendors' and partners'
businesses. We have and may in the future enter into arrangements to acquire or invest in complementary businesses, services
and technologies, including intellectual property rights. We have based this estimate on assumptions that may prove to be
wrong, and we could use our available capital resources sooner than we currently expect. Additionally, some of the factors
that may influence our operations are not within our control, such as general economic conditions, and length and severity of
the COVID-19 pandemic. We may be required to seek additional equity or debt financing. In the event that additional
77
financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable
to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business
opportunities because we lack sufficient capital, our business, operating results and financial condition would be adversely
affected.
We typically invoice our customers annually in advance, and to a lesser extent quarterly in advance, monthly in advance
or multi-year in advance. Therefore, a substantial source of our cash is from such prepayments, which are included on our
consolidated balance sheets as a contract liability. Deferred revenue consists of the unearned portion of billed fees for our
subscriptions, which is subsequently recognized as revenue in accordance with our revenue recognition policy. As of July 31,
2020, we had deferred revenue of $369.8 million, of which $337.3 million was recorded as a current liability and is expected
to be recorded as revenue in the next 12 months, provided all other revenue recognition criteria have been met. Subscriptions
that are invoiced annually in advance or multi-year in advance contribute significantly to our short-term and long-term
deferred revenue in comparison to our invoices issued quarterly in advance or monthly in advance. Accordingly, we cannot
predict the mix of invoicing schedules in any given period.
The following table summarizes our cash flows for the periods presented:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Operating Activities
2020
Year Ended July 31,
2019
(in thousands)
2018
$
79,317 $
$ (1,038,162) $
$ 1,022,212 $
58,027 $
(162,074) $
46,384 $
17,307
(178,103)
208,397
Net cash provided by operating activities during fiscal 2020 was $79.3 million, which resulted from a net loss of $115.1
million, adjusted for non-cash charges of $185.8 million and net cash inflows of $8.6 million from changes in operating
assets and liabilities. Non-cash charges primarily consisted of $121.4 million for stock-based compensation expense, $24.9
million for amortization of deferred contract acquisition costs, $17.7 million for depreciation and amortization expense, $13.6
million for non-cash operating lease costs, $4.9 million for amortization of debt discount and issuance costs, $3.4 million for
amortization expense of acquired intangible assets, $0.7 million for impairment of assets, $0.1 million for amortization
(accretion) of investments purchased at a premium (discount), partially offset by deferred income taxes of $1.2 million.
Net cash inflows from changes in operating assets and liabilities were primarily the result of an increase of $118.0
million in deferred revenue from advance invoicing in accordance with our subscription contracts, an increase of $27.9
million in accrued compensation, an increase of $2.3 million in accrued expenses, other current and noncurrent liabilities and
an increase of $0.9 million in accounts payable. Net cash inflows were partially offset by cash outflows resulting from an
increase of $65.1 million in deferred contract acquisition costs, as our sales commission payments increased due to the
addition of new customers and expansion of our existing customer subscriptions, an increase of $54.2 million in accounts
receivable primarily due to timing of billings and collections, an increase of $13.6 million in prepaid expenses, other current
and noncurrent assets and a decrease of $7.6 million in operating lease liabilities primarily due to lease payments, net of
tenant incentives received.
Net cash provided by operating activities during fiscal 2019 was $58.0 million, which resulted from a net loss of $28.7
million, adjusted for non-cash charges of $73.1 million and net cash inflows of $13.6 million from changes in operating
assets and liabilities. Non-cash charges primarily consisted of $46.4 million for stock-based compensation expense, $18.7
million for amortization of deferred contract acquisition costs, $10.4 million for depreciation and amortization expense and
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$0.9 million for amortization expense of acquired intangible assets, partially offset by accretion of purchased discounts, net
of amortization of investment premiums of $2.2 million and deferred income taxes of $1.4 million.
Net cash inflows from changes in operating assets and liabilities were primarily the result of an increase of $87.2 million
in deferred revenue from advance invoicing in accordance with our subscription contracts and an increase of $0.5 million in
accounts payable. Net cash inflows were partially offset by cash outflows resulting from an increase of $32.5 million in
deferred contract acquisition costs, as our sales commission payments increased due to the addition of new customers and
expansion of our existing customer subscriptions, an increase of $31.7 million in accounts receivable primarily due to
customer growth, an increase of $7.6 million in prepaid expenses, other current and noncurrent assets, a decrease of $1.8
million in accrued compensation, primarily due to decrease in accrued contributions under the employee stock purchase plan
as a result of a longer withholding period related to our first purchase period ended in December 2018, and a decrease of $0.3
million in accrued expenses, other current and noncurrent liabilities.
Net cash provided by operating activities during fiscal 2018 was $17.3 million, which resulted from a net loss of $33.6
million, adjusted for non-cash charges of $32.5 million, and net cash inflows of $18.4 million from changes in operating
assets and liabilities. Non-cash charges primarily consisted of $8.0 million for depreciation and amortization expense, $13.2
million for amortization of deferred contract acquisition costs and $11.2 million for stock-based compensation expense. Net
cash inflows from changes in operating assets and liabilities were primarily the result of a $67.4 million increase in deferred
revenue from advance invoicing in accordance with our subscription contracts and an aggregate $13.9 million increase in
accrued compensation and accrued expenses and other liabilities. The cash inflows were partially offset by cash outflows
resulting from a $34.4 million increase in deferred contract acquisition costs, as our sales commission payments increased
due to addition of new customers and expansion of our existing customer subscriptions, and a $22.6 million increase in
accounts receivable due to timing of collections and a $5.1 million increase in prepaid expenses and other assets as we
supported our business growth, and a $0.8 million decrease in accounts payable.
Investing Activities
Net cash used in investing activities during fiscal 2020 of $1,038.2 million was primarily attributable to the purchases of
short-term investments of $1,255.6 million, capital expenditures of $51.8 million to support our cloud platform and
investments in leasehold improvements associated with our new corporate headquarters to accommodate our headcount
growth, $39.6 million for payments for business acquisitions, net of cash acquired, in connection with our acquisition of
Cloudneeti and Edgewise and $2.0 million for an investment in a privately-held company. These activities were partially
offset by proceeds from the maturities of short-term investments of $289.8 million and sales of short-term investments of
$21.1 million.
Net cash used in investing activities during fiscal 2019 of $162.1 million was primarily attributable to the purchases of
short-term investments of $335.2 million, capital expenditures to support our cloud platform and increased headcount,
including increased office space needs of $28.7 million, payments for business acquisitions, net of cash acquired, of $11.4
million and payments for acquired intangible assets of $1.5 million. These transactions were partially offset by proceeds from
the maturities of short-term investments of $199.7 million and sales of short-term investments of $15.0 million.
Net cash used in investing activities during fiscal 2018 of $178.1 million resulted primarily from investments in capital
expenditures to support our cloud platform, additional office space and headcount.
Financing Activities
Net cash provided by financing activities of $1,022.2 million during fiscal 2020 was primarily attributable to $1,130.5
million in proceeds from the issuance of our Notes, net of debt discount and issuance costs, $21.6 million in proceeds from
the exercise of stock options and $15.3 million in proceeds from issuance of common stock under the employee stock
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purchase plan. These transactions were partially offset by purchases of capped calls for $145.2 million related to issuance of
convertible senior notes.
Net cash provided by financing activities of $46.4 million during fiscal 2019 was primarily attributable to $29.9 million
in proceeds from the exercise of stock options, driven mainly by the end of our initial public offering lock-up period in
September 2018, $16.4 million in proceeds from issuance of common stock under the employee stock purchase plan and $1.9
million in proceeds from repayments of notes receivable for early exercised stock options. Proceeds were partially offset by
$1.8 million in payments for offering costs related to our IPO.
Net cash provided by financing activities of $208.4 million during fiscal 2018 was primarily attributable to $205.3
million in proceeds from the completion of our IPO (net of underwriters’ discounts and commissions of $15.5 million), $5.3
million in proceeds from repayments of notes receivable for the exercise of stock options, $5.0 million in proceeds from the
exercise of stock options and $0.9 million in proceeds from early exercised stock options. These proceeds were partially
offset by $3.8 million in payments for repurchases of common stock related to early exercised stock options and $4.3 million
in payments for offering costs related to our IPO.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations as July 31, 2020:
Total
Less Than 1
Year
Payments Due by Period
1 to 3
Years
(in thousands)
3 to 5
Years
More Than
5 Years
Real estate arrangements
Co-location and bandwidth
arrangements
Convertible senior notes(1)
Non-cancelable purchase
arrangements
Other current liabilities(2)
Total
_____
$
44,046 $
7,840 $
13,255 $
13,465 $
40,032
1,157,211
28,226
2,525
$ 1,272,040 $
20,305
1,457
18,231
2,525
50,358 $
19,713
2,875
9,695
—
14
1,152,879
300
—
45,538 $ 1,166,658 $
9,486
—
—
—
—
9,486
(1) Includes the principal and future interest payments related to our Notes. For additional information refer to Note 8,
Convertible Senior Notes, of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
(2) Includes holdback amounts associated with business acquisitions, which are payable upon the lapse of the
contractual indemnification period.
The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally
binding. Obligations under contracts, including purchase orders, that can be cancelled without a significant penalty are not
included in the table above.
Off-Balance Sheet Arrangements
As of July 31, 2020, we did not have any relationships with unconsolidated organizations or financial partnerships, such
as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes.
As of July 31, 2020, we had outstanding irrevocable standby unsecured letters of credits for an aggregate value of $3.1
million with a bank, which serve as security under certain real estate leases included in Note 9, Operating Leases to our
consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
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Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements
requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as
well as related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on
historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual
results could differ from these estimates.
The critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our
consolidated financial statements are described below.
Revenue Recognition
We adopted Accounting Standards Codification ("ASC") Topic 606, Revenue From Contracts With Customers ("ASC
606"), effective as of August 1, 2017. In accordance with ASC 606, revenue is recognized when a customer obtains control of
promised services. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in
exchange for these services. To achieve the core principle of this standard, we apply the following five steps:
1) Identify the contract with a customer
We consider the terms and conditions of the contracts and our customary business practices in identifying our contracts
under ASC 606. We determine we have a contract with a customer when the contract is approved, we can identify each
party’s rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined
the customer to have the ability and intent to pay, and the contract has commercial substance. We apply judgment in
determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s
historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the services that will be transferred to the
customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or
together with other resources that are readily available from third parties or from us, and are distinct in the context of the
contract, whereby the transfer of the services is separately identifiable from other promises in the contract. Our performance
obligations consist of (i) our subscription and support services and (ii) professional and other services.
3) Determine the transaction price
The transaction price is determined based on the consideration to which we expect to be entitled in exchange for
transferring services to the customer. Variable consideration is included in the transaction price if, in our judgment, it is
probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts
contain a significant financing component.
4) Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance
obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each
performance obligation based on a relative standalone selling price, or SSP.
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5) Recognize revenue when or as we satisfy a performance obligation
Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a
customer. Revenue is recognized when control of the services is transferred to our customers, in an amount that reflects the
consideration that we expect to receive in exchange for those services. We generate all our revenue from contracts with
customers and apply judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue
recognition.
Subscription and Support Revenue
We generate revenue primarily from sales of subscriptions to access our cloud platform, together with related support
services to our customers. Arrangements with customers do not provide the customer with the right to take possession of our
software operating our cloud platform at any time. Instead, customers are granted continuous access to our cloud platform
over the contractual period. A time-elapsed output method is used to measure progress because we transfer control evenly
over the contractual period. Accordingly, the fixed consideration related to subscription and support revenue is generally
recognized on a straight-line basis over the contract term beginning on the date that our service is made available to the
customer.
The typical subscription and support term is one to three years. Most of our contracts are non-cancelable over the
contractual term. Customers typically have the right to terminate their contracts for cause if we fail to perform in accordance
with the contractual terms. Some of our customers have the option to purchase additional subscription and support services at
a stated price. These options generally do not provide a material right as they are priced at our SSP.
Professional and Other Services Revenue
Professional and other services revenue consists of fees associated with providing deployment advisory services that
educate and assist our customers on the best use of our solutions, as well as advise customers on best practices as they deploy
our solution. These services are distinct from subscription and support services. Professional services do not result in
significant customization of the subscription service. Revenue from professional services provided on a time and materials
basis is recognized as the services are performed. Total professional and other services revenue has historically been
insignificant.
Contracts with Multiple Performance Obligations
Most of our contracts with customers contain multiple promised services consisting of (i) our subscription and support
services and (ii) professional and other services that are distinct and accounted for separately. The transaction price is
allocated to the separate performance obligations on a relative SSP basis. We determine SSP based on our overall pricing
objectives, taking into consideration the type of subscription and support services and professional and other services, the
geographical region of the customer and the number of users.
Variable Consideration
Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable
consideration. The amount of variable consideration that is included in the transaction price is constrained, and is included in
the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will
not occur when the uncertainty is resolved.
If our services do not meet certain service level commitments, our customers are entitled to receive service credits, and
in certain cases, refunds, each representing a form of variable consideration. We have not historically experienced any
significant incidents affecting the defined levels of reliability and performance as required by our subscription contracts.
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Accordingly, any estimated refunds related to these agreements in the consolidated financial statements were not material
during the periods presented.
We provide rebates and other credits within our contracts with certain customers which are estimated based on the most
likely amounts expected to be earned or claimed on the related sales transaction. Overall, the transaction price is reduced to
reflect our estimate of the amount of consideration to which we are entitled based on the terms of the contract. Estimated
rebates and other credits were not material during the periods presented.
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.
We receive 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 days. Contract assets
include amounts related to our contractual right to consideration for both completed and partially completed performance
obligations that may not have been invoiced and such amounts have been insignificant to date.
Costs to Obtain and Fulfill a Contract
We capitalize sales commissions and associated payroll taxes paid to internal sales personnel that are incremental to the
acquisition of channel partner and direct customer contracts. These costs are recorded as deferred contract acquisition costs
on the consolidated balance sheets. We determine whether costs should be deferred based on our sales compensation plans, if
the commissions are in fact incremental and would not have occurred absent the customer contract.
Sales commissions for renewal of a contract are not considered commensurate with the commissions paid for the
acquisition of the initial contract given the substantive difference in commission rates in proportion to their respective
contract values. Commissions paid upon the initial acquisition of a contract are amortized over an estimated period of benefit
of five years while commissions paid for renewal contracts are amortized over the contractual term of the renewals.
Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. We determine the
period of benefit for commissions paid for the acquisition of the initial contract by taking into consideration the expected
subscription term and expected renewals of our customer contracts, the duration of our relationships with customers,
customer retention data, our technology development life cycle and other factors. Management exercises judgment to
determine the period of benefit to amortize contract acquisition costs by considering factors such as expected renewals of
customer contracts, duration of customer relationships and our technology development life cycle. Although we believe that
the historical assumptions and estimates we have made are reasonable and appropriate, different assumptions and estimates
could materially impact our reported financial results. Amortization of deferred contract acquisition costs is included in sales
and marketing expense in the consolidated statements of operations. We periodically review these deferred costs to determine
whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred contract
acquisition costs.
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Business Combinations
We account for our business combinations using the acquisition method of accounting, which requires, among other
things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities
assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the
values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired
and liabilities assumed, we make estimates and assumptions, especially with respect to intangible assets. Our estimates of fair
value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a
result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of
acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill
if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the
measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition
costs, such as legal and consulting fees, are expensed as incurred.
Operating Leases
We enter into operating lease arrangements for real estate assets related to office space and co-location assets related to
space and racks at data center facilities. We determine if an arrangement contains a lease at its inception by assessing whether
there is an identified asset and whether the arrangement conveys the right to control the use of the identified asset in
exchange for consideration. Operating leases related balances are included in "operating lease right-of-use assets," "operating
lease liabilities," and "operating lease liabilities, noncurrent" in our consolidated balance sheets. Right-of-use assets represent
our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make payments arising
from the lease. Operating lease right-of-use assets and lease liabilities are recognized at the lease commencement date based
on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the
arrangement. The operating lease liabilities are adjusted for any unpaid lease incentives, such as tenant improvement
allowances. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of
right-to-use assets and lease liabilities but are expensed when the event determining the amount of variable consideration to
be paid occurs. As the implicit rate of our leases is not determinable, we use an incremental borrowing rate ("IBR") based on
the information available at the lease commencement date in determining the present value of lease payments. The lease
expense is recognized on a straight-line basis over the lease term.
We generally use the base, non-cancelable lease term when recognizing the right-of-use assets and lease liabilities,
unless it is reasonably certain that a renewal or termination option will be exercised. We account for lease components and
non-lease components as a single lease component.
Leases with a term of twelve months or less are not recognized on the consolidated balance sheets. We recognize lease
expense for these leases on a straight-line basis over the term of the lease.
Stock-Based Compensation
Compensation expense related to stock-based awards granted to employees and non-employees is calculated based on
the fair value of stock-based awards on the date of grant. We recognize stock-based compensation expense over an award’s
requisite service period based on the award’s fair value.
Stock-based compensation for common stock options is recognized based on the fair value of the awards granted,
determined using the Black-Scholes option pricing model and a single option award approach. Stock-based compensation
expense is recognized on a straight-line basis over the requisite service period, generally four years.
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Stock-based compensation for purchase rights granted under the employee stock purchase plan is based on the Black-
Scholes option pricing model fair value of the number of awards estimated as of the beginning of the offering period. Stock-
based compensation expense is recognized following the straight-line attribution method over the offering period.
Stock-based compensation for restricted stock units is measured based on the market closing price of our common
stock on the grant date. Stock-based compensation expense is recognized on a straight-line basis over the requisite service
period, generally four years.
Stock-based compensation for performance stock awards (“PSAs”) which have the same grant date and service
inception date, is based on the probable number of shares to be attained and the market closing price of our common stock at
the grant date. For PSAs where the service inception date of the awards precedes the grant date, stock-based compensation
expense is recognized based on the number of PSAs for which it is probable that the performance condition will be met,
using the accelerated attribution method and the market closing price of our common stock at each reporting date up to the
grant date. The number of these PSAs for which it is probable that the performance condition will be met is determined using
management’s best estimate at the end of each reporting period. At the completion of the performance period for these PSAs,
any RSUs earned under the PSAs are granted upon approval of the compensation committee of our board of directors.
Prior to our IPO, the fair value of our common stock for financial reporting purposes was determined considering
numerous objective and subjective factors and required judgment to determine the fair value of common stock as of each
grant date. Subsequent to the IPO, we determine the fair value using the market closing price of our common stock on the
date of grant.
Our use of the Black-Scholes option pricing model to estimate the fair value of stock options requires the input of highly
subjective assumptions. The assumptions used to determine the fair value of the option awards represent management’s best
estimates. These estimates involve inherent uncertainties and the application of management’s judgment.
These assumptions and estimates are as follows:
• Fair Value of Common Stock. Prior to our IPO, the fair value of the common stock underlying our stock options was
determined by our board of directors, after considering contemporaneous third-party valuations and input from
management. Our board of directors considered this independent valuations and other factors, including, but not
limited to, expected operating and financial performance, our stage of development, current business conditions and
projections, history and the timing of the introduction of new services, our financial condition and market
performance of comparable publicly traded companies to establish the fair value of our common stock at the time of
grant of the option. The valuations of our common stock were determined in accordance with the guidelines outlined
in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company
Equity Securities Issued as Compensation. After the IPO, we used the publicly quoted price as reported on The
Nasdaq Global Select Market as the fair value of our common stock.
• Expected Term. The expected term represents the period that our stock-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 term was estimated using the simplified method allowed under SEC guidance.
• Volatility. Since we do not have sufficient trading history of our common stock, the expected volatility may be
determined based on a mix between the historical volatility of our common stock and the historical stock volatilities
of our comparable publicly-traded companies for the period we do not have trading history of our common stock.
Comparable companies consist of public companies in our industry, which are similar in size, stage of life cycle and
financial leverage.
85
• Risk-Free Interest Rate. We base the risk-free interest rate used in the Black-Scholes option pricing model on the
implied yield available on U.S. Treasury zero-coupon issues with a remaining term equivalent to that of the options
for each expected term.
• Dividend Yield. The expected dividend assumption is based on our current expectations about our anticipated
dividend policy. As we have no history of paying any dividends, we used an expected dividend yield of zero.
We estimated the fair value of employee stock options using the Black-Scholes option pricing model with the following
assumptions:
Expected term (in years)
Expected stock price volatility
Risk-free interest rate
Dividend yield
Year Ended July 31(1)
2018
2020
4.6 - 5.1
6.1
40.3% - 42.3%
46.07%
1.69%
1.7% - 2.8%
0.0%
0.0%
(1) There were no stock options granted during fiscal 2019.
The fair value of the purchase rights granted under the employee stock purchase plan was estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:
Expected term (in years)
Expected stock price volatility
Risk-free interest rate
Dividend yield
Convertible Senior Notes
2020
0.5 - 2.0
Year Ended July 31,
2019
0.5 - 2.0
53.6% - 73.6% 44.0% - 61.9% 30.7% - 53.2%
2.0% - 2.6%
0.2% - 1.7%
0.0%
2018
0.5 - 2.3
1.9% - 2.7%
0.0%
0.0%
In accounting for the issuance of our Notes, we separate the Notes into liability and equity components. The carrying
amounts of the liability component is calculated by measuring the fair value of similar liabilities that do not have associated
convertible features. The carrying amount of the equity component representing the conversion option was determined by
deducting the fair value of the liability component from the par value of the Notes as a whole. This difference represents the
debt discount that is amortized to interest expense over the respective terms of the Notes using the effective interest rate
method. The equity component was recorded in additional paid-in capital and is not remeasured as long as it continues to
meet the conditions for equity classification.
In accounting for the related debt issuance costs, we allocate the total amount incurred to the liability and equity
components of the Notes based on their relative values. Issuance costs attributable to the liability component are being
amortized to interest expense over the contractual term of the Notes. The issuance costs attributable to the equity component
were netted against the equity component representing the conversion option in additional paid-in capital.
To the extent that we receive the Notes conversion requests prior to the maturity of the Notes, a portion of the equity
component is classified as temporary equity, which is measured as the difference between the principal and net carrying
amount of the Notes requested for conversion. Upon settlement of the conversion requests, the difference between the fair
86
value and the amortized book value of the liability component of the Notes requested for conversion is recorded as a gain or
loss on early note conversion. The fair value of the Notes is measured based on a similar liability that does not have an
associated convertible feature based on the remaining term of the Notes.
Income Taxes
We are subject to federal, state and local taxes in the United States as well as in other tax jurisdictions or countries in
which we conduct business. Earnings generated by our non-U.S. activities are related to applicable transfer pricing
requirements under local country income tax laws. We account for uncertain tax positions based on those positions taken or
expected to be taken in a tax return. We determine if the amount of available support indicates that it is more likely than not
that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. We then
measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement.
We have a full valuation allowance for our net deferred tax assets generated from our U.S. and U.K. operations. We will
continue to assess the need for such valuation allowance on our deferred tax assets by evaluating both positive and negative
evidence that may exist. Any adjustment to the deferred tax asset valuation allowance would be recorded in the periods in
which the adjustment is determined to be required.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017, or the Tax Act, was enacted. The Tax Act contains several
key tax provisions that affect us, including, but not limited to, reducing the U.S. federal corporate tax rate from 34% to 21%,
imposing a one-time mandatory transition tax on previously untaxed foreign earnings and changing rules related to the use of
net operating loss carryforwards created in tax years beginning after December 31, 2017. Because of the full valuation
allowance recorded against our U.S. federal deferred tax assets, there was no income tax expense (or benefit) recognized
related to the Tax Act.
JOBS Act Extended Transition Period
As a result of the market value of our common stock held by our non-affiliates as of January 31, 2019, we ceased to be
an “emerging growth company” ("EGC"), as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"),
with our transition to a large accelerated filer status as of July 31, 2019. As an EGC, we elected not to avail ourselves of the
extended transition periods available for complying with new or revised accounting pronouncements applicable to public
companies that are not emerging growth companies. Accordingly, the transition to a large accelerated filer did not have an
impact to our consolidated financial statements.
Recently Issued Accounting Pronouncements
Refer to Note 1, Business and Summary of Significant Accounting Policies, to our consolidated financial statements
included elsewhere in this Annual Report on Form 10-K for more information regarding recently issued accounting
pronouncements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We have operations in the United States and internationally, and we are exposed to market risk in the ordinary course of
our business.
Interest Rate Risk
As of July 31, 2020, we had cash, cash equivalents and short-term investments totaling $1,370.6 million, which were
held for working capital purposes. Our cash equivalents and investments consist of highly liquid investments in money
market funds, U.S. treasury securities, U.S. government agency securities and corporate debt securities. The primary
objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary
87
control of cash and investments. We do not enter into investments for trading or speculative purposes. The carrying amount
of our cash equivalents reasonably approximates fair value, due to the short maturities of these instruments. Our investments
are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market
value of our investments. As of July 31, 2020, the effect of a hypothetical 100 basis point change in interest rates would have
changed the fair value of our investments in available-for-sale securities by $10.3 million. Fluctuations in the fair value of
our investments in available-for-sale securities caused by a change in interest rates (gains or losses on the carrying amount)
are recorded in other comprehensive income (loss), and are realized only if we sell the underlying securities prior to maturity.
Convertible Senior Notes
In June 2020, we issued our Notes with an aggregate principal amount of $1,150.0 million. In connection with the
issuance of the Notes, we entered into privately negotiated capped call transactions with certain counterparties (the "Capped
Calls"). The Capped Calls are expected generally to offset the potential dilution to our common stock as a result of any
conversion of the Notes.
The Notes have a fixed annual interest rate of 0.125%, accordingly, we do not have economic interest rate exposure on
the Notes. However, the fair value of the Notes is exposed to interest rate risk. Generally, the fair value of the Notes will
increase as interest rates fall and decrease as interest rates rise. We carry the Notes at face value less unamortized discount
and issuance costs on our balance sheet, and we present the fair value for required disclosure purposes only. In addition, the
fair value of the Notes also fluctuates when the market price of our common stock fluctuates. The fair value was determined
based on the quoted bid price of the Notes in an over-the-counter market on the last trading day of the reporting period. For
further information refer to Note 8, Convertible Senior Notes, to our consolidated financial statements included elsewhere in
this Annual Report on Form 10-K.
Foreign Currency Risk
The vast majority of our sales contracts are denominated in U.S. dollars, with a small number of contracts denominated
in foreign currencies. A portion of our operating expenses are incurred outside the United States, denominated in foreign
currencies and subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the British
Pound, Indian Rupee and Euro. Additionally, fluctuations in foreign currency exchange rates may cause us to recognize
transaction gains and losses in our consolidated statements of operations. The effect of a hypothetical 10% change in foreign
currency exchange rates applicable to our business would not have a material impact on our historical consolidated financial
statements for fiscal 2020, fiscal 2019 and fiscal 2018. As the impact of foreign currency exchange rates has not been
material to our historical operating results, we have not entered into derivative or hedging transactions, but we may do so in
the future if our exposure to foreign currency becomes more significant.
88
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets as of July 31, 2020 and 2019
Consolidated Statements of Operations for the years ended July 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Loss for the years ended July 31, 2020, 2019 and 2018
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) for
the years ended July 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for years ended July 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
The supplementary financial information required by this Item 8, is included in Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, under the caption "Quarterly
Results of Operations and Other Data," which is incorporated herein by reference.
Page
90
93
94
95
96
97
99
75
89
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Zscaler, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Zscaler, Inc. and its subsidiaries (the "Company") as of
July 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive loss, of redeemable
convertible preferred stock and stockholders’ equity (deficit) and of cash flows for each of the three years in the period ended
July 31, 2020, including the related notes (collectively referred to as the "consolidated financial statements"). We also have
audited the Company's internal control over financial reporting as of July 31, 2020, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of July 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three
years in the period ended July 31, 2020 in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of July 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases effective August 1, 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility
is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
90
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue recognition – Identifying and evaluating terms and conditions in contracts
As described in Note 1 to the consolidated financial statements, management applies the following steps in their
determination of revenue to be recognized: 1) identification of the contract with a customer; 2) identification of the
performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the
performance obligations in the contract; and 5) recognition of revenue when, or as, the Company satisfies a performance
obligation. Management applies judgment in identifying and evaluating any terms and conditions in contracts which may
impact revenue recognition. For the fiscal year ended July 31, 2020, the Company’s revenue was $431 million.
The principal considerations for our determination that performing procedures relating to revenue recognition, specifically
the identification and evaluation of terms and conditions in contracts, is a critical audit matter are the significant amount of
effort and judgment required by management in identifying and evaluating terms and conditions in contracts that impact
revenue recognition. This in turn led to a high degree of auditor judgment and significant audit effort in performing our audit
procedures to evaluate whether terms and conditions in contracts were appropriately identified and evaluated by
management.
91
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
the revenue recognition process, including controls related to the identification and evaluation of terms and conditions in
contracts that impact revenue recognition. These procedures also included, among others, testing the completeness and
accuracy of management’s identification and evaluation of the terms and conditions in contracts by examining revenue
arrangements on a test basis and testing management’s process of identifying and evaluating the terms and conditions in
contracts, including management’s determination of the impact of those terms and conditions on revenue recognition.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 17, 2020
We have served as the Company's auditor since 2015.
92
ZSCALER, INC.
Consolidated Balance Sheets
(in thousands, except per share amounts)
Assets
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Deferred contract acquisition costs
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Deferred contract acquisition costs, noncurrent
Acquired intangible assets, net
Goodwill
Other noncurrent assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Accrued compensation
Deferred revenue
Operating lease liabilities
Total current liabilities
Convertible senior notes, net
Deferred revenue, noncurrent
Operating lease liabilities, noncurrent
Other noncurrent liabilities
Total liabilities
Commitments and contingencies (Note 10)
Stockholders’ Equity
Preferred stock; $0.001 par value; 200,000 shares authorized as of July 31, 2020 and 2019,
respectively; no shares issued and outstanding as of July 31, 2020 and 2019
Common stock; $0.001 par value; 1,000,000 shares authorized as of July 31, 2020 and 2019,
respectively; 132,817 and 127,253 shares issued and outstanding as of July 31, 2020 and 2019,
respectively
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
July 31,
2020
2019
$
$
$
141,851 $
1,228,722
147,584
32,240
31,396
1,581,793
75,734
36,119
77,675
24,024
30,059
8,054
1,833,458 $
5,233 $
16,361
49,444
337,263
15,600
423,901
861,615
32,504
28,023
2,586
1,348,629
78,484
286,162
93,341
21,219
16,880
496,086
41,046
—
48,566
8,708
7,479
2,277
604,162
6,208
12,810
21,544
221,387
—
261,949
—
29,815
—
3,840
295,604
—
—
133
823,804
463
(339,571)
484,829
1,833,458 $
127
532,618
268
(224,455)
308,558
604,162
$
The accompanying notes are an integral part of these consolidated financial statements.
93
Revenue
Cost of revenue
Gross profit
Operating expenses:
Sales and marketing
Research and development
General and administrative
Total operating expenses
Loss from operations
Interest income
Interest expense
Other income (expense), net
Loss before income taxes
Provision for income taxes
Net loss
ZSCALER, INC.
Consolidated Statements of Operations
(in thousands, except per share amounts)
$
Year Ended July 31,
2019
302,836 $
59,669
243,167
2020
431,269 $
95,733
335,536
2018
190,174
37,875
152,299
116,409
39,379
31,135
186,923
(34,624)
2,236
—
79
(32,309)
1,337
(33,646)
(6,332)
(39,978)
277,981
97,879
73,632
449,492
(113,956)
6,477
(5,025)
(224)
(112,728)
2,388
(115,116) $
—
(115,116) $
169,913
61,969
46,598
278,480
(35,313)
7,730
—
(329)
(27,912)
743
(28,655) $
—
(28,655) $
Accretion of Series C and D redeemable convertible preferred stock
Net loss attributable to common stockholders
Net loss per share attributable to common stockholders, basic and
diluted
Weighted-average shares used in computing net loss per share
attributable to common stockholders, basic and diluted
$
$
$
(0.89) $
(0.23) $
(0.63)
129,323
123,566
63,881
The accompanying notes are an integral part of these consolidated financial statements.
94
ZSCALER, INC.
Consolidated Statements of Comprehensive Loss
(in thousands)
Net loss
Other comprehensive income (loss), net of tax:
Unrealized net gains (losses) on available-for-sale securities
Total
Comprehensive loss
Year Ended July 31,
2019
(28,655) $
2020
(115,116) $
2018
(33,646)
195
195
(114,921) $
392
392
(28,263) $
(124)
(124)
(33,770)
$
$
The accompanying notes are an integral part of these consolidated financial statements.
95
ZSCALER, INC.
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
(in thousands)
Redeemable
Convertible
Preferred Stock
Common Stock
Shares Amount Shares Amount
72,501 $ 200,977
—
32,359 $
—
—
Additional
Paid-In
Capital
18 $ 18,734 $
—
438
Notes
Receivable
From
Stockholders
(7,878) $
—
Accumulated
Other
Comprehensive
Income (Loss) Accumulated
— $
—
Deficit
(162,016) $
(438)
Total
Stockholders’
Equity
(Deficit)
(151,142)
—
—
—
—
—
—
—
—
—
6,332
—
—
—
—
—
—
—
1,712
180
(788)
—
—
—
—
2
—
—
—
—
12
(6,332)
4,983
—
—
—
—
3,243
—
13,800
14
198,866
(72,501)
—
—
—
—
—
72,501
(207,309)
—
—
—
—
—
—
— 119,764
—
—
73
—
—
—
119
—
207,236
11,224
—
—
438,392
(300)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
6,277
—
1,131
—
89
—
(8)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 127,253
3,450
—
—
817
1,297
—
—
—
—
—
—
—
—
—
—
—
—
—
— 132,817 $
29,855
16,435
—
—
—
—
300
983
46,953
—
—
532,618
21,598
15,332
(1)
463
125,675
273,364
(145,245)
—
—
7
1
—
—
—
—
—
—
—
—
—
127
4
1
1
—
—
—
—
—
—
133 $ 823,804 $
—
—
—
214
5,346
267
—
—
—
—
—
—
(2,051)
—
—
—
—
—
1,905
146
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— $
—
—
—
—
—
—
—
—
—
—
(124)
—
(124)
—
—
—
—
—
—
—
—
—
—
392
—
268
—
—
—
—
—
—
—
195
—
463 $
—
—
—
—
—
—
—
—
—
—
—
(33,646)
(196,100)
300
—
—
—
—
—
—
—
—
—
—
(28,655)
(224,455)
—
—
—
—
—
—
—
—
(115,116)
(339,571) $
(6,332)
4,985
—
214
5,346
267
3,255
198,880
207,309
11,224
(124)
(33,646)
240,236
—
29,862
16,436
—
—
1,905
146
300
983
46,953
392
(28,655)
308,558
21,602
15,333
—
463
125,675
273,364
(145,245)
195
(115,116)
484,829
Balance as of July 31, 2017
Cumulative effect of accounting
change
Accretion of Series C and D
redeemable convertible preferred
stock
Issuance of common stock upon
exercise of stock options
Issuance of common stock related to
early exercised stock options
Repurchases of unvested common
stock
Repayments of principal amount on
notes receivable from stockholders
Accrued interest on notes receivable
from stockholders, net of repayments
Vesting of early exercised stock
options
Issuance of common stock upon initial
public offering, net of underwriting
discounts of $15,456 and issuance
costs of $6,164
Conversion of redeemable convertible
preferred stock to common stock upon
initial public offering
Stock-based compensation
Unrealized net losses on available-for-
sale-securities
Net loss
Balance as of July 31, 2018
Cumulative effect of accounting
change
Issuance of common stock upon
exercise of stock options
Issuance of common stock under the
employee stock purchase plan
Vesting of restricted stock units
Repurchases of unvested common
stock
Repayments of principal amount on
notes receivable from stockholders
Accrued interest on notes receivable
from stockholders, net of repayments
Adjustment to initial public offering
costs
Vesting of early exercised stock
options
Stock-based compensation
Unrealized net gains on available-for-
sale-securities
Net loss
Balance as of July 31, 2019
Issuance of common stock upon
exercise of stock options
Issuance of common stock under the
employee stock purchase plan
Vesting of restricted stock units
Vesting of early exercised stock
options
Stock-based compensation
Equity component of convertible
senior notes, net of deferred tax
Purchases of capped calls related to
convertible senior notes
Unrealized net gains on available-for-
sale-securities
Net loss
Balance as of July 31, 2020
The accompanying notes are an integral part of these consolidated financial statements.
96
ZSCALER, INC.
Consolidated Statements of Cash Flows
(in thousands)
Cash Flows From Operating Activities
Net loss
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization expense
Amortization expense of acquired intangible assets
Amortization of deferred contract acquisition costs
Amortization of debt discount and issuance costs
Noncash operating lease costs
Stock-based compensation expense
Amortization (accretion) of investments purchased at a premium (discount)
Deferred income taxes
Impairment of assets
Other
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable
Deferred contract acquisition costs
Prepaid expenses, other current and noncurrent assets
Accounts payable
Accrued expenses, other current and noncurrent liabilities
Accrued compensation
Deferred revenue
Operating lease liabilities
Net cash provided by operating activities
Cash Flows From Investing Activities
Purchases of property, equipment and other assets
Capitalized internal-use software
Acquired intangible assets
Payments for business acquisitions, net of cash acquired
Investment in a privately held company
Purchases of short-term investments
Proceeds from maturities of short-term investments
Proceeds from sale of short-term investments
Net cash used in investing activities
Cash Flows From Financing Activities
2020
Year Ended July 31,
2019
2018
$
(115,116) $
(28,655) $
(33,646)
17,734
3,384
24,922
4,885
13,555
121,395
50
(1,172)
746
321
(54,222)
(65,052)
(13,580)
862
2,292
27,900
118,017
(7,604)
79,317
(43,072)
(8,737)
—
(39,601)
(2,000)
(1,255,629)
289,785
21,092
(1,038,162)
10,398
908
18,651
—
—
46,423
(2,181)
(1,392)
—
284
(31,730)
(32,526)
(7,642)
495
(336)
(1,849)
87,179
—
58,027
(25,520)
(3,162)
(1,480)
(11,432)
—
(335,186)
199,716
14,990
(162,074)
7,988
—
13,181
—
—
11,224
—
—
—
130
(22,559)
(34,429)
(5,068)
(779)
2,076
11,785
67,404
—
17,307
(13,397)
(1,773)
—
—
—
(163,366)
433
—
(178,103)
97
Proceeds from initial public offering, net of underwriting discounts and commissions
Payments of offering costs related to initial public offering
Proceeds from issuance of common stock upon exercise of stock options
Proceeds from issuance of common stock related to early exercised stock options
Proceeds from issuance of common stock under the employee stock purchase plan
Proceeds from issuance of convertible senior notes, net of issuance costs
Purchases of capped calls related to convertible senior notes
Repurchases of unvested common stock
Repayments of notes receivable from stockholders
Net cash provided by financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes, net of tax refunds
Noncash activities
Net change in purchased equipment included in accounts payable and accrued expenses
Operating lease right-of-use assets obtained in exchange for operating lease obligations, net of
terminations
Accretion of Series C and D redeemable convertible preferred stock
Repurchases of unvested common stock by cancellation of indebtedness
Vesting of early exercised common stock options
Net change in deferred offering costs accrued
Conversion of redeemable convertible preferred stock to common stock
$
$
$
$
$
$
$
$
$
—
—
21,602
—
15,333
1,130,522
(145,245)
—
—
1,022,212
63,367
78,484
141,851 $
Year Ended July 31,
—
(1,797)
29,862
—
16,436
—
—
(22)
1,905
46,384
(57,663)
136,147
78,484 $
2,525 $
(1,486) $
31,673 $
— $
— $
463 $
— $
— $
1,770 $
2,911 $
— $
— $
— $
983 $
(2,097) $
— $
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents
Restricted cash, current
Restricted cash, current and noncurrent
78,484 $
—
—
78,484 $
The accompanying notes are an integral part of these consolidated financial statements.
141,851 $
—
—
141,851 $
Total cash, cash equivalents and restricted cash
$
$
205,344
(4,336)
4,985
869
—
—
—
(3,811)
5,346
208,397
47,601
88,546
136,147
870
(537)
—
6,332
214
3,255
940
207,309
135,579
236
332
136,147
98
ZSCALER, INC.
Notes to Consolidated Financial Statements
Note 1. Business and Summary of Significant Accounting Policies
Description of the Business
Zscaler, Inc. ("Zscaler," the "Company," "we," "us," or "our") is a cloud security company that developed a platform
incorporating core security functionalities needed to enable users to safely utilize authorized applications and services based
on an organization’s policies. Our solution is a purpose-built, multi-tenant, distributed cloud platform that secures access for
users and devices to applications and services, regardless of location. We deliver our solutions using a software-as-a-service
("SaaS") business model and sell subscriptions to customers to access our cloud platform, together with related support
services. We were incorporated in Delaware in September 2007 and conduct business worldwide, with presence in North
America, Europe and Asia. Our headquarters are in San Jose, California.
Reverse Stock Split
In March 2018, our board of directors approved an amendment to the Company’s amended and restated certificate of
incorporation effecting a 2-for-3 reverse stock split of the Company’s issued and outstanding shares of common stock and
convertible preferred stock. The reverse stock split was effected on March 1, 2018. The par value of the common stock and
the convertible preferred stock was not adjusted as a result of the reverse stock split. All issued and outstanding share and per
share amounts included in the accompanying consolidated financial statements have been adjusted to reflect this reverse
stock split for all periods presented.
Initial Public Offering
In March 2018, we completed our initial public offering ("IPO") of common stock, in which we sold 13.8 million shares.
The shares were sold at an IPO price of $16.00 per share for net proceeds of $205.3 million, after deducting underwriters'
discounts and commissions of $15.5 million. In connection with the IPO, we incurred offering costs of $6.2 million which
were recorded within stockholders’ equity as a reduction of the net proceeds received from the IPO. Immediately prior to the
closing of the IPO, all our outstanding shares of convertible preferred stock were automatically converted into $72.5 million
shares of common stock on a one-to-one basis.
Fiscal Year
Our fiscal year ends on July 31. References to fiscal 2020, for example, refer to our fiscal year ended July 31, 2020.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States ("U.S.
GAAP"). All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and
accompanying notes. Such estimates include, but are not limited to, the determination of revenue recognition, deferred
revenue, deferred contract acquisition costs, valuation of acquired intangible assets, the period of benefit generated from our
deferred contract acquisition costs, allowance for doubtful accounts, valuation of common stock options and stock-based
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awards, useful lives of property and equipment, useful lives of acquired intangible assets, valuation of deferred tax assets and
liabilities, loss contingencies related to litigation, fair value and effective interest rate of our convertible senior notes,
valuation of strategic investments and the discount rate used for operating leases. Management determines these estimates
and assumptions based on historical experience and on various other assumptions that are believed to be reasonable. Actual
results could differ significantly from these estimates, and such differences may be material to the consolidated financial
statements.
Due to the COVID-19 pandemic, there is ongoing uncertainty and significant disruption in the global economy and
financial markets. We are not aware of any specific event or circumstances that would require an update to our estimates,
judgments or assumptions or a revision to the carrying value of our assets or liabilities as of the date of issuance of these
financial statements. These estimates, judgments and assumptions may change in the future, as new events occur or
additional information is obtained.
Foreign Currency
The functional currency of our foreign subsidiaries is the U.S. dollar. Accordingly, monetary assets and liabilities of our
foreign subsidiaries are re-measured into U.S. dollars at the exchange rates in effect at the reporting date, non-monetary
assets and liabilities are re-measured at historical rates, revenue and expenses are re-measured at average exchange rates in
effect during each reporting period. Foreign currency transaction gains and losses are recorded in other income (expense), net
in the consolidated statements of operations. We recognized re-measurement losses of $0.3 million, $0.3 million and $0.1
million for fiscal 2020, fiscal 2019 and fiscal 2018, respectively.
JOBS Act Extended Transition Period
As a result of the market value of our common stock held by our non-affiliates as of January 31, 2019, we ceased to be
an “emerging growth company” ("EGC"), as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"),
with our transition to a large accelerated filer status as of July 31, 2019. As an EGC, we elected not to avail ourselves of the
extended transition periods available for complying with new or revised accounting pronouncements applicable to public
companies that are not emerging growth companies. Accordingly, the transition to a large accelerated filer did not have an
impact to our consolidated financial statements.
Concentration of Risks
We generate revenue primarily from sale of subscriptions to access our cloud platform, together with related support
services. Our sales team, along with our channel partner network of global telecommunications service providers, system
integrators and value-added resellers (collectively "channel partners"), sells our services worldwide to organizations of all
sizes. Due to the nature of our services and the terms and conditions of our contracts with our channel partners, our business
could be affected unfavorably if we are not able to continue our relationships with them.
Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents,
short-term investments and accounts receivable. Although we deposit our cash with multiple financial institutions, the
deposits, at times, may exceed federally insured limits. Cash equivalents and short-term investments consist of highly liquid
investments in money market funds, U.S. treasury, U.S. agency securities and corporate debt securities, which are invested
through financial institutions in the United States.
We grant credit to our customers in the normal course of business. We monitor the financial condition of our customers
to reduce credit risk. Refer to Note 2, Revenue Recognition, for information regarding customers with concentration of 10%
of more of the total balance of accounts receivable, net.
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Segment Information
We operate as one reportable and operating segment. Our chief operating decision maker is our chief executive officer,
who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing
financial performance and allocating resources.
Revenue Recognition
We adopted Accounting Standards Codification ("ASC") Topic 606, Revenue From Contracts With Customers ("ASC
606"), effective as of August 1, 2017. In accordance with ASC 606, revenue is recognized when a customer obtains control of
promised services. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in
exchange for these services. To achieve the core principle of this standard, we apply the following five steps:
1) Identify the contract with a customer
We consider the terms and conditions of the contracts and our customary business practices in identifying our contracts
under ASC 606. We determine we have a contract with a customer when the contract is approved, we can identify each
party’s rights regarding the services to be transferred, we can identify the payment terms for the services, we have determined
the customer has the ability and intent to pay and the contract has commercial substance. We apply judgment in determining
the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment
experience or, in the case of a new customer, credit and financial information pertaining to the customer.
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the services that will be transferred to the
customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or
together with other resources that are readily available from third parties or from us, and are distinct in the context of the
contract, whereby the transfer of the services is separately identifiable from other promises in the contract. Our performance
obligations consist of (i) our subscription and support services and (ii) professional and other services.
3) Determine the transaction price
The transaction price is determined based on the consideration to which we expect to be entitled in exchange for
transferring services to the customer. Variable consideration is included in the transaction price if, in our judgment, it is
probable that a significant future reversal of cumulative revenue under the contract will not occur. None of our contracts
contain a significant financing component.
4) Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance
obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each
performance obligation based on a relative standalone selling price ("SSP").
5) Recognize revenue when or as we satisfy a performance obligation
Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a
customer. Revenue is recognized when control of the services is transferred to our customers, in an amount that reflects the
consideration that we expect to receive in exchange for those services. We generate all our revenue from contracts with
customers and apply judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue
recognition.
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Subscription and Support Revenue
We generate revenue primarily from sales of subscriptions to access our cloud platform, together with related support
services to our customers. Arrangements with customers do not provide the customer with the right to take possession of our
software operating our cloud platform at any time. Instead, customers are granted continuous access to our cloud platform
over the contractual period. A time-elapsed output method is used to measure progress because we transfer control evenly
over the contractual period. Accordingly, the fixed consideration related to subscription and support revenue is generally
recognized on a straight-line basis over the contract term beginning on the date that our service is made available to the
customer.
The typical subscription and support term is one to three years. Most of our contracts are non-cancelable over the
contractual term. Customers typically have the right to terminate their contracts for cause if we fail to perform in accordance
with the contractual terms. Some of our customers have the option to purchase additional subscription and support services at
a stated price. These options generally do not provide a material right as they are priced at our SSP.
Professional and Other Services Revenue
Professional and other services revenue consists of fees associated with providing deployment advisory services that
educate and assist our customers on the best use of our solutions, as well as advise customers on best practices as they deploy
our solution. These services are distinct from subscription and support services. Professional services do not result in
significant customization of the subscription service. Revenue from professional services provided on a time and materials
basis is recognized as the services are performed. Total professional and other services revenue has historically not been
material.
Contracts with Multiple Performance Obligations
Most of our contracts with customers contain multiple promised services consisting of: (i) our subscription and support
services and (ii) professional and other services that are distinct and accounted for separately. The transaction price is
allocated to the separate performance obligations on a relative SSP basis. We determine SSP based on our overall pricing
objectives, taking into consideration the type of subscription and support services and professional and other services, the
geographical region of the customer and the number of users.
Variable Consideration
Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable
consideration. The amount of variable consideration that is included in the transaction price is constrained and is included in
the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will
not occur when the uncertainty is resolved.
If our services do not meet certain service level commitments, our customers are entitled to receive service credits, and
in certain cases, refunds, each representing a form of variable consideration. We have historically not experienced any
significant incidents affecting the defined levels of reliability and performance as required by our subscription contracts.
Accordingly, estimated refunds related to these agreements were not material to the periods presented.
We provide rebates and other credits within our contracts with certain customers, which are estimated based on the value
expected to be earned or claimed on the related sales transaction. Overall, the transaction price is reduced to reflect our
estimate of the amount of consideration to which we are entitled based on the terms of the contract. Estimated rebates and
other credits were not material during the periods presented.
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Accounts Receivable and Allowance
Accounts receivable are recorded at the invoiced amount and are non-interest bearing. Accounts receivable are stated at
their net realizable value, net of an allowance for doubtful accounts. We have a well-established collections history from our
customers. Credit is extended to customers based on an evaluation of their financial condition and other factors. In
determining the necessary allowance for doubtful accounts, management considers the current aging and financial condition
of our customers, the amount of receivables in dispute and current payment patterns. The allowance for doubtful accounts has
historically not been material. There were no material write-offs recognized in the periods presented. Accordingly, the
movements in the allowance for doubtful accounts were not material for any of the periods presented. We do not have any
off-balance-sheet credit exposure related to our customers.
Cash Equivalents and Short-Term Investments
We classify all highly liquid investments purchased with an original maturity of 90 days or less from the date of purchase
as cash equivalents and all highly liquid investments with original maturities beyond 90 days at the time of purchase as short-
term investments. Our cash equivalents and short-term investments consist of highly liquid investments in money market
funds, U.S. treasury securities, U.S. government agency securities and corporate debt securities.
We classify our investments as available-for-sale investments and present them within current assets since these
investments represent funds available for current operations and we have the ability and intent, if necessary, to liquidate any
of these investments in order to meet our liquidity needs within the next 12 months and expected investments to grow our
business, including potential business acquisitions and other strategic transactions. Our investments are carried at fair value,
with unrealized gains and losses, net of tax, reported in accumulated other comprehensive income (loss) within stockholders’
equity.
Our investments are reviewed periodically to determine whether a decline in a security’s fair value below the amortized
cost basis is other-than-temporary. If the cost of an individual investment exceeds its fair value, we consider available
quantitative and qualitative factors such as the length of time and extent to which the market value has been less than the
cost, the financial condition and near-term prospects of the issuer and our intent to sell, or whether it is more likely than not
we will be required to sell the investment before recovery of the investment’s amortized cost basis. If we believe that a
decline in fair value is determined to be other-than-temporary, we write down these investments to fair value. There were no
impairments recognized on our investments during the periods presented.
Interest income, amortization (accretion) of investments purchased at a premium (discount), realized gains and losses
and declines in fair value judged to be other-than-temporary on our available-for-sale securities are included in interest
income, net in the consolidated statements of operations. We use the specific identification method to determine the cost in
calculating realized gains and losses upon the sale of these investments.
Strategic Investments
Our strategic investments consist of non-marketable equity investment in privately-held companies in which we do not
have a controlling interest or significant influence. We have elected to apply the measurement alternative for equity
investments that do not have readily determinable fair value, measuring them at cost, less any impairment, plus or minus
adjustments resulting from observable price changes in orderly transactions for the identical or a similar security of the
issuer. An impairment loss is recorded when events or circumstances indicates a decline in value has occurred. We include
these strategic investments within other noncurrent assets in our consolidated balance sheets.
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Fair Value of Financial Instruments
Our financial instruments consist of cash equivalents, short-term investments, accounts receivable, accounts payable,
accrued liabilities and convertible senior notes. Cash equivalents and short-term investments are recorded at fair value.
Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value
due to the short-time to the expected receipt or payment date. Assets recorded at fair value on a recurring basis in the
consolidated balance sheets, consisting of cash equivalents and short-term investments, are categorized in accordance with
the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their fair values.
Convertible senior notes are carried at the initially allocated liability value less unamortized debt discount and issuance costs
on its consolidated balance sheet, and it presents the fair value of the convertible senior notes at each reporting period for
disclosure purposes only.
Property and Equipment
Property and equipment, net are stated at historical cost net of accumulated depreciation. Property and equipment,
excluding leasehold improvements, are depreciated using the straight-line method over the estimated useful lives of the
respective assets, generally ranging from three to five years. Leasehold improvements are amortized using the straight-line
method over the shorter of the estimated useful lives of the respective assets or the lease term. Expenditures for maintenance
and repairs are expensed as incurred and significant improvements and betterments that substantially enhance the life of an
asset are capitalized.
Capitalized Internal-Use Software Development Costs
We capitalize certain costs incurred during the application development stage in connection with software development
for our cloud security platform. Costs related to preliminary project activities and post-implementation activities are expensed
as incurred. Capitalized costs are recorded as part of property and equipment in the consolidated balance sheets. Maintenance
and training costs are expensed as incurred. Capitalized internal-use software is amortized on a straight-line basis over its
estimated useful life, which is generally three years, and is recorded as cost of revenue in the consolidated statements of
operations. Capitalization of development costs, inclusive of stock-based compensation, of software for internal-use in fiscal
2020, fiscal 2019 and fiscal 2018 was $13.2 million, $3.7 million and $1.8 million, respectively. Amortization expense of
capitalized software for internal-use in fiscal 2020, fiscal 2019 and fiscal 2018 was $1.4 million, $1.0 million and $0.9
million, respectively.
Business Combinations
We account for our business combinations using the acquisition method of accounting, which requires, among other
things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities
assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the
values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired
and liabilities assumed, we make estimates and assumptions, especially with respect to intangible assets. Our estimates of fair
value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a
result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of
acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill
if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the
measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition
costs, such as legal and consulting fees, are expensed as incurred.
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Goodwill and Other Long-Lived Assets, including Acquired Intangible Assets
Goodwill represents the excess of the fair value of purchase consideration in a business combination over the fair value
of net tangible and intangible assets acquired. Goodwill amounts are not amortized, but rather tested for impairment at least
annually or more often if circumstances indicate that the carrying value may not be recoverable. No indications of
impairment of goodwill were noted during the periods presented.
Acquired intangible assets consist of identifiable intangible assets, including developed technology and customer
relationships, resulting from business combinations. Acquired finite-lived intangible assets are initially recorded at fair value
and are amortized on a straight-line basis over their estimated useful lives. Amortization expense of developed technology
and customer relationships is recorded primarily within cost of revenues, sales and marketing and research and development
expenses, respectively, in the consolidated statements of operations.
Long-lived assets, such as property and equipment and acquired intangible assets, are reviewed for impairment whenever
events or changes in circumstances indicate that their carrying amounts may not be recoverable. We measure the
recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that these assets are
expected to generate. If the total of the future undiscounted cash flows are less than the carrying amount of an asset, we
record an impairment charge for the amount by which the carrying amount of the asset exceeds the fair value. In fiscal 2020,
we recognized asset impairments of $0.7 million in general and administrative expenses in our consolidated statement of
operations related primarily to the abandonment of a leased facility and relocation of our corporate headquarters.
Deferred Offering Costs
Deferred offering costs consisted of fees and expenses incurred in connection with the sale of our common stock in an
IPO, including legal, accounting, printing and other IPO-related costs. Total deferred offering costs of $6.2 million were
reclassified into stockholders' equity as a reduction of the net proceeds received from the IPO in fiscal 2018.
Operating Leases
We enter into operating lease arrangements for real estate assets related to office space and co-location assets related to
space and racks at data center facilities. We determine if an arrangement contains a lease at its inception by assessing whether
there is an identified asset and whether the arrangement conveys the right to control the use of the identified asset in
exchange for consideration. Operating leases related balances are included in "operating lease right-of-use assets," "operating
lease liabilities," and "operating lease liabilities, noncurrent" in our consolidated balance sheets. Right-of-use assets represent
our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make payments arising
from the lease. Operating lease right-of-use assets and lease liabilities are recognized at the lease commencement date based
on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the
arrangement. The operating lease liabilities is adjusted for any unpaid lease incentives, such as tenant improvement
allowances. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of
right-to-use assets and lease liabilities but are expensed when the event determining the amount of variable consideration to
be paid occurs. As the implicit rate of our leases is not determinable, we use an incremental borrowing rate ("IBR") based on
the information available at the lease commencement date in determining the present value of lease payments. The lease
expense is recognized on a straight-line basis over the lease term.
We generally use the base, non-cancelable lease term when recognizing the right-of-use assets and lease liabilities,
unless it is reasonably certain that a renewal or termination option will be exercised. We account for lease components and
non-lease components as a single lease component.
Leases with a term of twelve months or less are not recognized on the consolidated balance sheets. We recognize lease
expense for these leases on a straight-line basis over the term of the lease.
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Stock-Based Compensation
Compensation expense related to stock-based awards granted to employees and non-employees is calculated based on
the fair value of stock-based awards on the date of grant. We recognize stock-based compensation expense over an award’s
requisite service period based on the award’s fair value.
Stock-based compensation for common stock options is recognized based on the fair value of the awards granted,
determined using the Black-Scholes option pricing model and a single option award approach. Stock-based compensation
expense is recognized on a straight-line basis over the requisite service period, generally four years.
Stock-based compensation for purchase rights granted under the employee stock purchase plan is based on the Black-
Scholes option pricing model fair value of the number of awards estimated as of the beginning of the offering period. Stock-
based compensation expense is recognized following the straight-line attribution method over the offering period.
Stock-based compensation for restricted stock units is measured based on the market closing price of our common
stock on the grant date. Stock-based compensation expense is recognized on a straight-line basis over the requisite service
period, generally four years.
Stock-based compensation for performance stock awards (“PSAs”) which have the same grant date and service
inception date, is based on the probable number of shares to be attained and the market closing price of our common stock at
the grant date. For PSAs where the service inception date of the awards precedes the grant date, stock-based compensation
expense is recognized based on the number of PSAs for which it is probable that the performance condition will be met,
using the accelerated attribution method and the market closing price of our common stock at each reporting date up to the
grant date. The number of these PSAs for which it is probable that the performance condition will be met is determined using
management’s best estimate at the end of each reporting period. At the completion of the performance period for these PSAs,
any earned PSAs are granted upon approval of the compensation committee of our board of directors.
Prior to our IPO, the fair value of our common stock for financial reporting purposes was determined considering
numerous objective and subjective factors and required judgment to determine the fair value of common stock as of each
grant date. Subsequent to the IPO, we determine the fair value using the market closing price of our common stock on the
date of grant.
Convertible Senior Notes
In accounting for the issuance of the convertible senior notes, we separate the convertible senior notes into liability and
equity components. The carrying amounts of the liability component is calculated by measuring the fair value of similar
liabilities that do not have associated convertible features. The carrying amount of the equity component representing the
conversion option was determined by deducting the fair value of the liability component from the par value of the convertible
senior notes as a whole. This difference represents the debt discount that is amortized to interest expense over the respective
terms of the convertible senior notes using the effective interest rate method. The equity component was recorded in
additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification.
In accounting for the related debt issuance costs, we allocate the total amount incurred to the liability and equity
components of the convertible senior notes based on their relative values. Issuance costs attributable to the liability
component are being amortized to interest expense over the contractual term of the convertible senior notes. The issuance
costs attributable to the equity component were netted against the equity component representing the conversion option in
additional paid-in capital.
To the extent that we receive the convertible senior notes conversion requests prior to their maturity, a portion of the
equity component is classified as temporary equity, which is measured as the difference between the principal and net
carrying amount of the convertible senior notes requested for conversion. Upon settlement of the conversion requests, the
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difference between the fair value and the amortized book value of the liability component of the convertible senior notes
requested for conversion is recorded as a gain or loss on early note conversion. The fair value of the convertible senior notes
is measured based on a similar liability that does not have an associated convertible feature based on the remaining term of
the convertible senior notes.
Research and Development
Our research and development expenses support our efforts to add new features to our existing offerings and to ensure
the reliability, availability and scalability of our solutions. Our cloud platform is software-driven, and our research and
development teams employ software engineers in the design and the related development, testing, certification and support of
our solutions. Accordingly, the majority of our research and development expenses result from employee-related costs,
including salaries, bonuses and benefits and costs associated with technology tools used by our engineers.
Advertising Expenses
Advertising expenses are charged to sales and marketing expense in the consolidated statements of operations as
incurred. We recognized advertising expense of $11.8 million, $8.6 million and $3.4 million in fiscal 2020, fiscal 2019 and
fiscal 2018, respectively.
Warranties and Indemnification
Our cloud platform is generally warranted to be free of defects under normal use and to perform substantially in
accordance with the subscription agreement. Additionally, our contracts generally include provisions for indemnifying
customers and channel partners against liabilities if our services infringe or misappropriate a third party’s intellectual
property rights. Costs and liabilities incurred as a result of warranties and indemnification obligations were not material
during the periods presented.
Legal Contingencies
We may be subject to legal proceedings and litigation arising from time to time. We record a liability when we believe
that it is both probable that a loss has been incurred and the amount can be reasonably estimated. We periodically evaluate
developments in our legal matters that could affect the amount of liability that we accrue, if any, and adjust, as appropriate.
Until the final resolution of any such matter for which we may be required to record a liability, there may be a loss exposure
in excess of the liability recorded and such amount could be significant. We expense legal fees as incurred.
Income Taxes
We account for income taxes using the asset and liability method. Deferred income taxes are recognized by applying the
enacted statutory tax rates applicable to future years to differences between the carrying amounts of existing assets and
liabilities and their respective tax bases and net operating loss and tax credit carryforwards. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The measurement of
deferred tax assets is reduced, if necessary, by a valuation allowance to amounts that are more likely than not to be realized.
We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax
position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax
benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon settlement.
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On December 22, 2017, the Tax Cuts and Jobs Act of 2017, or the Tax Act, was enacted. The Tax Act contains several
key tax provisions that affect us, including, but not limited to, those reducing the U.S. federal corporate tax rate from 34% to
21%, imposing a one-time mandatory transition tax on previously untaxed foreign earnings and changing rules related to the
use of net operating loss carryforwards created in tax years beginning after December 31, 2017. Because of the full valuation
allowance recorded against our U.S. federal deferred tax assets, there was no income tax expense (or benefit) recognized
related to the Tax Act.
Comprehensive Loss
Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive
income (loss) refers to unrealized gains or losses on available-for-sale investments that are recorded as an element of
stockholders’ equity and are excluded from net loss.
Net Loss Per Share Attributable to Common Stockholders
Prior to the IPO, basic and diluted net loss per share attributable to common stockholders is presented in conformity with
the two-class method required for participating securities. We consider all series of our convertible preferred stock to be
participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the
convertible preferred stock as the holders of our convertible preferred stock do not have a contractual obligation to share in
our losses. Under the two-class method, net income is attributed to common stockholders and participating securities based
on their participation rights.
Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the
net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during
the period. Net loss attributable to common stockholders is calculated by adjusting the net loss for the accretion of
redeemable convertible preferred stock outstanding during the period. Upon closing of the IPO, all shares of convertible
preferred stock then outstanding were automatically converted into an equivalent number of shares of common stock on a
one-to-one basis and their carrying amount reclassified into stockholders’ equity (deficit). As of July 31, 2020 and 2019, we
did not have shares of preferred stock issued and outstanding.
Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for all potentially
dilutive common stock equivalents outstanding during the period. Potentially dilutive securities consist of stock options,
shares subject to repurchase from early exercised stock options, share purchase rights under the employee stock purchase
plan, unvested restricted stock units ("RSUs"), unvested performance stock awards ("PSAs") and shares related to convertible
senior notes. Since we have reported net losses for all periods presented, we have excluded all potentially dilutive securities
from the calculation of the diluted net loss per share attributable to common stockholders as their effect is antidilutive and
accordingly, basic and diluted net loss per share attributable to common stockholders is the same for all periods presented.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"), as amended, which
requires recognition of lease assets and liabilities for leases with terms of more than 12 months. This standard is effective for
fiscal years beginning after December 15, 2018, with early adoption permitted. We adopted this standard effective August 1,
2019 using the transitional provision which allows for the adoption of Topic 842 to be applied on a modified retrospective
basis at the beginning of the fiscal year of adoption. As such, the consolidated balance sheets for prior periods are not
comparable to our fiscal 2020 periods. The adoption of this new standard resulted in the recognition of operating lease right-
of-use assets of $16.9 million and operating lease liabilities of $18.0 million. We have elected the package of practical
expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our
assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that existed prior to adoption
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of the new standard. We have also elected to combine lease and non-lease components for real estate and co-location
arrangements. In addition, we elected not to recognize lease liabilities and related right-of-use assets for leases that, at the
lease commencement date, have a lease term of 12 months or less.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) ("ASU 2019-12"): Simplifying the
Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intraperiod tax
allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities
for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The
guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the
accounting for transactions that result in a step-up in the tax basis of goodwill. For public business entities, it is effective for
fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is
permitted. We early adopted this standard as of November 1, 2019, and it did not have a material impact to our consolidated
financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments. This standard amends guidance on reporting credit losses for assets held at amortized
cost basis and available-for-sale debt securities to require that credit losses on available-for-sale debt securities be presented
as an allowance rather than as a write-down. The measurement of credit losses for newly recognized financial assets and
subsequent changes in the allowance for credit losses are recorded in the statements of operations. This standard is effective
for fiscal years beginning after December 15, 2019, with early adoption permitted. We will adopt this standard effective
August 1, 2020 using the modified retrospective transition method. We are currently evaluating the potential impact of this
standard on our consolidated financial statements and related disclosures, which is not expected to be material.
In June 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and
Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This standard eliminates the beneficial
conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain
contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In
addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash
or shares impact the diluted EPS computation. For public business entities, it is effective for fiscal years beginning after
December 15, 2021, including interim periods within those fiscal years using the fully retrospective or modified retrospective
method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim
periods within those fiscal years. We are currently evaluating the potential impact of this standard on our consolidated
financial statements.
Note 2. Revenue Recognition
Disaggregation of Revenue
Subscription and support revenue is recognized over time and accounted for approximately 98%, 99% and 99% of our
revenue in fiscal 2020, fiscal 2019 and fiscal 2018, respectively.
The following table summarizes the revenue by region based on the shipping address of customers who have
contracted to use our cloud platform:
Amount
2020
% Revenue
Year Ended July 31,
2019
% Revenue
Amount
United States
$
210,288
(in thousands, except for percentage data)
49 % $
148,807
49 % $
Amount
2018
% Revenue
86,123
45 %
109
Europe, Middle East
and Africa (*)
Asia Pacific
Other
Total
$
174,497
38,793
7,691
431,269
_____
Year Ended July 31,
40
9
2
100 % $
124,437
23,838
5,754
302,836
41
8
2
100 % $
84,828
14,465
4,758
190,174
45
8
2
100 %
(*) Revenue from the United Kingdom represented 10%, 10% and 11% of the total revenue for fiscal 2020, fiscal 2019
and fiscal 2018, respectively.
The following table summarizes the revenue from contracts by type of customer:
Amount
2020
% Revenue
Year Ended July 31,
2019
% Revenue
Amount
Amount
2018
% Revenue
Channel partners $
Direct customers
Total
$
414,908
16,361
431,269
Significant Customers
(in thousands, except for percentage data)
96 % $
4
100 % $
289,579
13,257
302,836
96 % $
4
100 % $
175,798
14,376
190,174
92 %
8
100 %
No single customer accounted for 10% or more of the total revenue in the periods presented. The following table
summarizes the concentration of 10% or more of the total balance of accounts receivable, net:
Channel partner A
Channel partner B
Channel partner C
* Represents less than 10%.
Contract Balances
July 31,
2020
2019
11 %
*
*
11 %
12 %
10 %
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. In fiscal 2020, fiscal 2019 and fiscal 2018 we
recognized revenue of $220.9 million, $143.9 million and $85.3 million, respectively, that was included in the corresponding
contract liability balance at the beginning of the related fiscal year.
We receive payments from customers based upon contractual billing schedules and accounts receivable are recorded
when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 days but may be
up to 90 days for some of our channel partners. Contract assets include amounts related to our contractual right to
consideration for both completed and partially completed performance obligations that may not have been invoiced and such
amounts have historically not been material.
110
Remaining Performance Obligations
The typical subscription and support term is one to three years. Most of our subscription and support contracts are non-
cancelable over the contractual term. However, customers typically have the right to terminate their contracts for cause, if we
fail to perform. As of July 31, 2020, the aggregate amount of the transaction price allocated to remaining performance
obligations was $782.8 million. We expect to recognize 55% of the transaction price over the next 12 months and 98% of the
transaction price over the next three years, with the remainder recognized thereafter.
Costs to Obtain and Fulfill a Contract
We capitalize sales commission and associated payroll taxes paid to internal sales personnel that are incremental to the
acquisition of channel partner and direct customer contracts. These costs are recorded as deferred contract acquisition costs in
the consolidated balance sheets. We determine whether costs should be deferred based on our sales compensation plans, if the
commissions are in fact incremental and would not have occurred absent the customer contract.
Sales commissions for renewal of a contract are not considered commensurate with the commissions paid for the
acquisition of the initial contract given the substantive difference in commission rates in proportion to their respective
contract values. Commissions paid upon the initial acquisition of a contract are amortized over an estimated period of benefit
of five years while commissions paid for renewal contracts are amortized over the contractual term of the renewals.
Amortization of deferred contract acquisition costs is recognized on a straight-line basis commensurate with the pattern of
revenue recognition and included in sales and marketing expense in the consolidated statements of operations. We determine
the period of benefit for commissions paid for the acquisition of the initial contract by taking into consideration the expected
subscription term and expected renewals of our customer contracts, the duration of our relationships with our customers,
customer retention data, our technology development lifecycle and other factors. We periodically review 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. We did not recognize any impairment losses of deferred contract
acquisition costs during the periods presented.
The following table summarizes the activity of the deferred contract acquisition costs:
Beginning balance
Capitalization of contract acquisition costs
Amortization of deferred contract acquisition costs
Ending balance
Deferred contract acquisition costs
Deferred contract acquisition costs, noncurrent
Total deferred contract acquisition costs
2020
Year Ended July 31,
2019
(in thousands)
69,785 $
65,052
(24,922)
109,915 $
55,910 $
32,526
(18,651)
69,785 $
32,240 $
77,675
109,915 $
21,219 $
48,566
69,785 $
$
$
$
$
2018
34,662
34,429
(13,181)
55,910
16,136
39,774
55,910
Sales commissions accrued but not paid as of July 31, 2020 and 2019, totaled $21.0 million and $9.0 million,
respectively, which are included within accrued compensation in the consolidated balance sheets.
111
Note 3. Cash Equivalents and Short-Term Investments
Cash equivalents and short-term investments consisted of the following as of July 31, 2020:
Cash equivalents:
Money market funds
U.S. treasury securities
U.S. government agency securities
Total
Short-term investments:
U.S. treasury securities
U.S. government agency securities
Corporate debt securities
Total
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
(in thousands)
$
$
51,690 $
39,997
14,997
106,684 $
$
415,539 $
595,725
216,879
$ 1,228,143 $
— $
—
—
— $
152 $
186
569
907 $
— $
(1)
—
(1) $
51,690
39,996
14,997
106,683
415,564
(127) $
595,797
(114)
(87)
217,361
(328) $ 1,228,722
Total cash equivalents and short-term investments
$ 1,334,827 $
907 $
(329) $ 1,335,405
Cash equivalents and short-term investments consisted of the following as of July 31, 2019:
Cash equivalents:
Money market funds
Short-term investments:
U.S. treasury securities
U.S. government agency securities
Corporate debt securities
Total
Total cash equivalents and short-term investments
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
(in thousands)
55,036 $
— $
— $
55,036
125,042 $
64,689
96,047
285,778 $
248 $
7
207
462 $
(9) $
(50)
(19)
(78) $
125,281
64,646
96,235
286,162
340,814 $
462 $
(78) $
341,198
$
$
$
$
The amortized cost and fair value of our short-term investments based on their stated maturities consisted of the
following as of July 31, 2020:
112
Due within one year
Due between one and two years
Total
Amortized
Cost
Fair Value
(in thousands)
$
621,952 $
606,191
622,392
606,330
$ 1,228,143 $ 1,228,722
Short-term investments that were in an unrealized loss position as of July 31, 2020 consisted of the following :
Total
Less than 12 Months
Fair
Value
Unrealized
Losses
Greater than 12 Months
Unrealized
Losses
Fair
Value
Fair
Value
Unrealized
Losses
(in thousands)
U.S. treasury securities
U.S. government agency securities
Corporate debt securities
Total
$ 347,959 $
340,503
105,953
$ 794,415 $
(127) $ — $ — $ 347,959 $
(113)
(87)
(327) $ 5,502 $
(1) 346,005
— 105,953
(1) $ 799,917 $
5,502
—
(127)
(114)
(87)
(328)
Short-term investments that were in an unrealized loss position as of July 31, 2019 consisted of the following :
Less than 12 Months
Fair
Value
Unrealized
Losses
Greater than 12 Months
Unrealized
Losses
Fair
Value
Total
Fair
Value
Unrealized
Losses
(in thousands)
U.S. treasury securities
U.S. government agency securities
Corporate debt securities
Total
$ 5,719 $
36,550
14,279
$ 56,548 $
(9) $ — $ — $ 5,719 $
(37)
(16)
(62) $ 18,356 $
(13)
(3)
(16) $ 74,904 $
46,542
22,643
9,992
8,364
(9)
(50)
(19)
(78)
Unrealized losses of the above securities were primarily attributable to changes in interest rates.
We review the individual securities that have unrealized losses in our short-term investment portfolio on a regular basis
to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. We evaluate, among
others, whether we have the intention to sell any of these investments and whether it is not more likely than not that we will
be required to sell any of them before recovery of the amortized cost basis. Based on this evaluation, we determined that there
were no other-than-temporary impairments associated with our short-term investments as of July 31, 2020 and July 31, 2019.
Strategic Investments
During fiscal 2020, we invested in non-marketable equity securities of a privately-held company. This investment is
accounted for under the cost method as we have less than 20% ownership and we do not have the ability to exercise
significant influence over the operations of this company. The carrying value of this investment was $2.0 million as of July
31, 2020, which is included within other noncurrent assets in our consolidated balance sheets.
Note 4. Fair Value Measurements
Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in
the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on
the measurement date. We measure our financial assets and liabilities at fair value at each reporting period using a fair value
hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when
113
measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
• Level I - Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities;
• Level II - Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than
quoted prices that are observable for the assets or liabilities, either directly or indirectly through market
corroboration, for substantially the full term of the financial instruments; and
• Level III - Unobservable inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and
liabilities at fair value and require significant management judgment or estimation.
Our money market funds are classified within Level I due to the highly liquid nature of these assets and have quoted
prices in active markets. Certain of our investments in available-for-sale securities (i.e., U.S. treasury securities, U.S.
government agency securities and corporate securities) are classified within Level II. The fair value of these securities is
priced by using inputs based on non-binding market consensus prices that are primarily corroborated by observable market
data or quoted market prices for similar instruments.
Assets that are measured at fair value on a recurring basis consisted of the following as of July 31, 2020:
Level I
Quoted Prices
in Active
Markets for
Identical
Assets
Level II
Level III
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
(in thousands)
Total
Cash equivalents:
Money market funds
U.S. treasury securities
U.S. government agency securities
Total
Short-term investments:
U.S. treasury securities
U.S. government agency securities
Corporate debt securities
Total
$
$
51,690 $
39,996
14,997
106,683 $
51,690 $
—
—
51,690 $
— $
39,996
14,997
54,993 $
$
415,564 $
595,797
217,361
$ 1,228,722 $
— $
—
—
— $ 1,228,722 $
415,564 $
595,797
217,361
Total cash equivalents and short-term investments $ 1,335,405 $
51,690 $ 1,283,715 $
—
—
—
—
—
—
—
—
—
114
Assets that are measured at fair value on a recurring basis consisted of the following as of July 31, 2019:
Level I
Quoted Prices
in Active
Markets for
Identical
Assets
Level II
Level III
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
(in thousands)
Total
55,036 $
55,036 $
— $
—
125,281 $
64,646
96,235
286,162 $
— $
—
—
— $
125,281 $
64,646
96,235
286,162 $
341,198 $
55,036 $
286,162 $
—
—
—
—
—
$
$
$
$
Cash equivalents:
Money market funds
Short-term investments:
U.S. treasury securities
U.S. government agency securities
Corporate debt securities
Total
Total cash equivalents and short-term investments
We did not have transfers between levels of the fair value hierarchy of assets measured at fair value during the periods
presented.
Refer to Note 8, Convertible Senior Notes, for the carrying amount and estimated fair value of our convertible senior
notes as of July 31, 2020.
Note 5. Property and Equipment
Property and equipment consisted of the following:
Hosting equipment
Computers and equipment
Purchased software
Capitalized internal-use software
Furniture and fixtures
Leasehold improvements
Property and equipment, gross
Less: Accumulated depreciation and amortization
Total property and equipment, net
Estimated Useful Life
$
3 years
3-5 years
3 years
3 years
5 years
Shorter of useful life or lease term
$
July 31,
2020
2019
(in thousands)
87,418 $
3,875
1,311
23,081
1,965
8,712
126,362
(50,628)
75,734 $
56,910
2,837
1,311
9,904
1,566
2,255
74,783
(33,737)
41,046
We recognized depreciation and amortization expense on property and equipment of $17.7 million, $10.4 million and
$8.0 million in fiscal 2020, fiscal 2019 and fiscal 2018, respectively.
115
Note 6. Business Combinations
Edgewise Networks Inc.
On May 22, 2020, we acquired Edgewise Networks Inc. ("Edgewise"), a pioneer in securing application-to-application
communications in public clouds and data centers. Edgewise customers measurably reduce the attack surface to lower the
risk of application compromise and data breaches by simplifying the security of east-west communications through identity-
based segmentation. With this acquisition, we will secure workloads and application-to-application communications for our
customers.
Pursuant to the terms of the purchase agreement, the aggregate purchase price consideration was approximately $30.7
million in cash, a portion of which was placed in escrow to partially secure our indemnification rights under the purchase
agreement. Additionally, certain of Edgewise's employees who became our employees are entitled to receive additional
consideration in the form of restricted stock units. These RSUs are subject to time-based vesting and will be recognized as
stock-based compensation expense during the post-combination period.
In connection with this acquisition, we completed a valuation of the acquired identifiable intangible assets as of May
22, 2020 in order to allocate the purchase price consideration. The purchase price allocation resulted in the recognition of
$16.7 million of goodwill, $13.9 million of developed technology and $1.3 million of customer relationships. The developed
technology was valued using a replacement cost approach, which is based on the cost of a market participant to reconstruct a
substitute asset of comparable utility. The customer relationships were also valued using the replacement cost approach,
which is based on the cost of a market participant would incur to generate the acquired portfolio of customers. Goodwill
represents the excess of the purchase price paid over the fair value of the net assets acquired and is primarily attributable to
the acquired workforce and expected operating synergies. Goodwill is not expected to be deductible for income tax purposes.
We incurred approximately $0.6 million of acquisition related costs, which were recorded as general and administrative
expenses in fiscal 2020.
The acquisition qualified as a stock transaction for tax purposes. As a result, we recognized a deferred tax liability for
approximately $0.6 million, generated primarily from the difference between the tax basis and fair value of the acquired
developed technology and customer relationships, which increased goodwill by the same amount. As we have a full valuation
allowance as of July 31, 2020, we recorded an income tax benefit as a result of the reduction of the valuation allowance due
to establishment of the deferred tax liability in the consolidated statement of operations in fiscal 2020. Refer to Note 14,
Income Taxes, for further information.
The allocation of the purchase price consideration consisted of the following:
Assets acquired:
Cash and other assets
Operating lease right-of-use asset
Acquired intangible assets:
Developed technology
Customer relationships
Goodwill
Total
Amount
(in thousands)
Estimated
Useful Life
$
$
294
630
13,900
1,300
16,709
32,833
5 years
5 years
116
Liabilities assumed:
Accounts payable and accrued liabilities
Deferred revenue
Operating lease liability
Deferred tax liability
Total
Total purchase price consideration
Cloudneeti Corporation
Amount
Estimated
Useful Life
$
$
$
333
540
630
620
2,123
30,710
On April 16, 2020, we acquired Cloudneeti Corporation ("Cloudneeti"), a cloud security posture management
company, which prevents and remediates application misconfigurations in cloud service models, including SaaS;
infrastructure as a service, or IaaS; and platform as a service, or PaaS. With this acquisition, we further provide our industry-
leading data protection coverage for our customers.
Pursuant to the terms of the purchase agreement, the aggregate purchase price consideration was approximately $8.9
million in cash, a portion of which was placed in escrow to partially secure our indemnification rights under the purchase
agreement. Additionally, certain of Cloudneeti's employees who became our employees are entitled to receive additional
consideration in the form of restricted stock units. These RSUs are subject to performance and time-based vesting and will be
recognized as stock-based compensation expense during the post-combination period.
In connection with this acquisition, we completed a valuation of the acquired identifiable intangible assets as of April
16, 2020 in order to allocate the purchase price consideration. The purchase price allocation resulted in the recognition of
$5.9 million of goodwill and $3.5 million of developed technology. The developed technology was valued using a
replacement cost approach, which is based on the cost of a market participant to reconstruct a substitute asset of comparable
utility. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired and is primarily
attributable to the acquired workforce and expected operating synergies. Goodwill is not expected to be deductible for
income tax purposes. We incurred approximately $0.5 million of acquisition related costs, which were recorded as general
and administrative expenses in fiscal 2020.
The acquisition qualified as a stock transaction for tax purposes. As a result, we recognized a deferred tax liability for
approximately $0.5 million, generated primarily from the difference between the tax basis and fair value of the acquired
developed technology, which increased goodwill by the same amount. As we have a full valuation allowance as of July 31,
2020, we recorded an income tax benefit as a result of the reduction of the valuation allowance due to establishment of the
deferred tax liability in the consolidated statement of operations in fiscal 2020. Refer to Note 14, Income Taxes, for further
information.
The allocation of the purchase price consideration consisted of the following:
Assets acquired:
Cash and other assets
Acquired intangible assets:
117
Amount
(in thousands)
Estimated
Useful Life
$
66
Developed technology
Goodwill
Total
Liabilities assumed:
Deferred tax liability
Other liabilities
Total
Total purchase price consideration
Estimated
Useful Life
5 years
Amount
3,500
5,871
9,437
490
12
502
8,935
$
$
$
$
118
Appsulate, Inc.
On May 29, 2019, we completed the acquisition Appsulate, Inc. ("Appsulate"), of an early stage software company.
Pursuant to the terms of the purchase agreement, the aggregate purchase price was approximately $12.9 million, with a
portion subject to a holdback to partially secure our indemnification rights under the purchase agreement. As of July 31, 2020
and 2019, this holdback amount is reflected in our consolidated balance sheets within accrued expenses and other current
liabilities and within other noncurrent liabilities, respectively.
In connection with this acquisition, we completed a valuation of the acquired identifiable intangible assets as of May 29,
2019, in order to allocate the purchase price consideration. The purchase price allocation resulted in the recognition of
$7.3 million of goodwill and $7.0 million of developed technology. The developed technology was valued using a
replacement cost approach, which is based on the cost of a market participant to reconstruct a substitute asset of comparable
utility. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired and is primarily
attributable to the acquired workforce and expected operating synergies. Goodwill is not expected to be deductible for
income tax purposes. We incurred approximately $0.3 million of acquisition related costs, which were recorded as general
and administrative expenses in fiscal 2019.
The acquisition qualified as a stock transaction for tax purposes. As a result, we recognized a deferred tax liability for
approximately $1.4 million, generated primarily from the difference between the tax basis and fair value of the acquired
developed technology, which increased goodwill by the same amount. As we have a full valuation allowance as of July 31,
2019, we recorded an income tax benefit as a result of the reduction of the valuation allowance due to establishment of the
deferred tax liability in the consolidated statement of operations in fiscal 2019. Refer to Note 14, Income Taxes, for further
information.
The allocation of the purchase price consideration, consisted of the following:
Assets acquired:
Cash and cash equivalents
Acquired intangible assets:
Developed technology
Goodwill
Total
Liabilities assumed:
Deferred tax liability
Total purchase price consideration
Amount
(in thousands)
Estimated Useful Life
4 years
$
$
$
$
$
13
7,000
7,281
14,294
1,422
12,872
119
Other acquisitions
In fiscal 2019, we also completed the acquisition of assets and other technology from a privately-held company with a
purchase price of $1.1 million with a portion subject to a holdback to partially secure our indemnification rights under the
purchase agreement. As of July 31, 2020 and 2019, this holdback amount is reflected in our consolidated balance sheets
within accrued expenses and other current liabilities and within other noncurrent liabilities, respectively. Intangible assets
acquired and goodwill recorded for this acquisition were not material to our consolidated financial statements.
Pro forma Financial Information
The pro forma financial information of the above business acquisitions, assuming the acquisition had occurred as of the
beginning of the fiscal year prior to the fiscal year of the acquisition, as well as revenue and earnings generated during the
current fiscal year, were not material for disclosure purposes.
Note 7. Goodwill and Acquired Intangible Assets
Goodwill
The changes in the carrying amount of goodwill consisted of the following:
Balance as of July 31, 2019
Goodwill acquired
Balance as of July 31, 2020
Acquired Intangible Assets
Amount
(in thousands)
7,479
$
22,580
30,059
$
Acquired intangible assets consist of developed technology and customer relationships acquired through our asset and
business acquisitions. Acquired intangible assets are amortized using the straight-line method over their useful lives.
Acquired intangible assets subject to amortization consisted of the following as of July 31, 2020 and 2019:
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Weighted
Average
Remaining
Useful life
July 31, 2019 Additions July 31, 2020 July 31, 2019 Amortization
Expense
July 31, 2020 July 31, 2019 July 31, 2020 July 31, 2020
Developed
technology
Customer
relationships
Total
$
$
9,456 $ 17,400 $
160
9,616 $ 18,700 $
1,300
26,856 $
1,460
28,316 $
(897) $
(11)
(908) $
(3,309) $
(75)
(3,384) $
(4,206) $
(86)
(4,292) $
8,559 $ 22,650
149
1,374
8,708 $ 24,024
(in thousands)
(years)
4.2
4.7
4.3
120
The weighted-average useful life for developed technology and customer relationships as of July 31, 2019 was 3.5
years and 4.7 years, respectively.
During fiscal 2020, we recorded an aggregate of $17.4 million and $1.3 million of developed technology and customer
relationships with an estimated average useful life of 5.0 years and 5.0 years, respectively, in connection with our
acquisitions of Edgewise and Cloudneeti. Refer to Note 6, Business Acquisitions, for further information.
Amortization expense of acquired intangible assets was $3.4 million and $0.9 million in fiscal 2020 and fiscal 2019,
respectively. We did not have acquired intangible assets prior to fiscal 2019. Amortization expense of developed technology
is recorded primarily within cost of revenues and research and development expenses in the consolidated statements of
operations. Amortization expense of customer relationships is recorded within sales and marketing expenses in the
consolidated statements of operations.
Future amortization expense of acquired intangible assets consisted of the following as of July 31, 2020:
Year ending July 31,
2021
2022
2023
2024
2025
Total
Amortization
Expense
(in thousands)
$
$
6,308
5,700
5,196
3,761
3,059
24,024
Note 8. Convertible Senior Notes
On June 25, 2020, we issued $1,150.0 million in aggregate principal amount of 0.125% Convertible Senior Notes due
2025 (the “Notes”), including the exercise in full by the initial purchasers of the Notes of their option to purchase an
additional $150.0 million principal amount of the Notes. The Notes bear interest at a rate of 0.125% per year and interest is
payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes mature on
July 1, 2025, unless earlier converted, redeemed or repurchased. The total net proceeds from the offering, after deducting
initial purchase discounts and other debt issuance costs, was $1,130.5 million.
The Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of
dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries.
The following table presents details of the Notes:
Notes
Initial Conversion
Rate per $1,000
Principal
Initial Conversion
Price
6.6315 shares
$150.80
Initial Number of
Shares
(in thousands)
7,626
The Notes will be convertible at the option of the holders at any time prior to the close of business on the business day
immediately preceding April 1, 2025, only under the following circumstances:
•
During any fiscal quarter commencing after the fiscal quarter ending on October 31, 2020 (and only during such
121
fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not
consecutive) during a period of 30 consecutive trading days ending on and including, the last trading day of the
immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on the Notes on
each applicable trading day;
•
•
During the five-business day period after any five consecutive trading day period (the “measurement period”) in
which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period
was less than 98% of the product of the last reported sale price of our common stock and the conversion rate of
the Notes on each such trading day;
If we call any or all of the Notes for redemption, the Notes called for redemption (or, at our election all Notes)
may be submitted for conversion at any time prior to the close of business on the second scheduled trading day
immediately preceding the redemption date; or
•
upon the occurrence of specified corporate events as set forth within the indenture governing the Notes.
On or after April 1, 2025, until the close of business on the second scheduled trading day immediately preceding the
maturity date, holders may convert, all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of
the holder regardless of the foregoing circumstances. Upon conversion, we will satisfy its conversion obligation by paying or
delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock,
at our election. It is our current intent to settle the principal amount of the Notes in cash. During fiscal 2020, the conditions
allowing holders of the Notes to convert have not been met. The Notes were therefore not convertible during fiscal 2020 and
are classified as a noncurrent liability in our consolidated balance sheet as of July 31, 2020.
We may not redeem the Notes prior to July 5, 2023. On or after July 5, 2023, and prior to the 21st scheduled trading
day immediately preceding the maturity date, we may redeem for cash all or any portion of the Notes, at our option, if the last
reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such
period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption
at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to,
but excluding, the redemption date. No sinking fund is provided for the Notes. If we redeem less than all the outstanding
Notes, and only Notes called for redemption may be converted in connection with such partial redemption, at least
$100.0 million aggregate principal amount of Notes must be outstanding and not subject to such partial redemption as of the
relevant redemption notice date.
In the event of a corporate event that constitutes a “fundamental change (as defined in the indenture)”, holders of the
Notes may require us to purchase with cash all or a portion of the Notes upon the occurrence of a fundamental change, at a
purchase price equal to 100% of the principal amount of the Notes plus any accrued and unpaid special interest, if any. In
addition, following certain corporate events that occur prior to the maturity date, or if we issue a notice of redemption, we
will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with
such corporate event or notice of redemption, as the case may be.
In accounting for the issuance of the Notes and the related transaction costs, we separated the Notes into liability and
equity components. The carrying amount of the liability component were initially calculated by measuring the fair value of
similar liabilities that do not have associated convertible features utilizing the interest rate of 5.75%. The carrying amount of
the equity component representing the conversion option was $278.5 million and was determined by deducting the fair value
of the liability component from the par value of the Notes. This difference represents the debt discount that is amortized to
interest expense over the term of the Notes using the effective interest rate method. The equity component was recorded in
additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification.
122
Total issuance costs of $19.5 million related to the Notes was allocated between liability, totaling $14.8 million, and
equity, totaling $4.7 million, in the same proportion as the allocation of the total proceeds to the liability and equity
components. Issuance costs attributable to the liability component are being amortized to interest expense over the term of
the Notes. The excess of the principal amount of the liability component over its carrying amount is amortized to interest
expense over the contractual term of the Notes at an effective interest rate of 6.03%. The issuance costs attributable to the
equity component were netted against additional paid-in capital. The amount recorded for the equity component of the Notes
was $273.4 million, net of allocated issuance costs of $4.7 million and deferred tax impact of $0.4 million.
The net carrying amount of the liability component of the Notes is as follows:
Principal amount
Less:
Unamortized debt discount
Unamortized debt issuance costs
Net carrying amount
The following table sets forth total interest expense recognized related to the Notes for fiscal 2020:
July 31, 2020
(in thousands)
$ 1,150,000
273,829
14,556
861,615
$
Contractual interest expense
Amortization of debt discount
Amortization of issuance costs
Total
Amount
(in thousands)
$
140
4,638
247
5,025
$
The total fair value of the Notes was $1,307.5 million as of July 31, 2020. The fair value was determined based on the
closing trading price per $1,000 of the Notes as of the last day of trading for the period. We consider the fair value of the
Notes at July 31, 2020 to be a Level 2 measurement as they are not actively traded. The fair value of the Notes is primarily
affected by the trading price of our common stock and market interest rates.
Capped Calls
In connection with the pricing of the Notes, we entered into capped call transactions with the option counterparties (the
"Capped Calls"). The Capped Calls each have an initial strike price of $150.80 per share, subject to certain adjustments,
which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $246.76 per
share, subject to certain adjustments. The capped call transactions are generally expected to reduce potential dilution to our
common stock upon any conversion of notes and/or offset any cash payments we are required to make in excess of the
principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls
are subject to adjustment upon the occurrence of specified extraordinary events affecting us, including merger events, tender
offers and the announcement of such events. In addition, the Capped Calls are subject to certain specified additional
disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting,
changes in law, failures to deliver, insolvency filings and hedging disruptions. For accounting purposes, the Capped Calls are
separate transactions, and not part of the terms of the Notes. As the Capped Calls qualify for a scope exception from
derivative accounting for instruments that are both indexed to the issuer's own stock and classified in stockholder's equity in
123
its statement of financial position, the premium of $145.2 million paid for the purchase of the Capped Calls has been
recorded as a reduction to additional paid-in capital and will not be remeasured.
Note 9. Operating Leases
The following is a summary of our operating lease costs for fiscal 2020:
Operating lease
Short-term lease cost
Variable lease cost
Sublease income
Total operating lease costs
Real Estate
Arrangements
Co-Location
Arrangements
(in thousands)
Total
$
$
5,020 $
1,399
1,508
(126)
7,801 $
8,582 $
904
1,715
—
11,201 $
13,602
2,303
3,223
(126)
19,002
The following table present information about leases on our consolidated balance sheet as of July 31, 2020:
$
Operating lease right-of-use assets
$
Operating lease liabilities, current
Operating lease liabilities, noncurrent $
16,990 $
5,307 $
17,849 $
19,129 $
10,293 $
10,174 $
36,119
15,600
28,023
Real Estate
Arrangements
Co-Location
Arrangements
(in thousands)
Total
At July 31, 2020, the real estate arrangements’ weighted-average remaining lease term and weighted-average discount
rate for operating leases were 5.1 years and 4.8%, respectively. At July 31, 2020, the co-location arrangements' weighted-
average remaining lease term and weighted-average discount rate for operating leases were 2.0 years and 3.2%. respectively.
Cash paid, net of tenant incentives for amounts included in the measurement of operating lease liabilities was $7.6
million for fiscal 2020.
For fiscal 2019, the rent expense and bandwidth and co-location expenses was $3.0 million and $13.8 million,
respectively. For fiscal 2018, the rent expense and bandwidth and co-location expenses was $2.5 million and $9.4 million,
respectively. Rent expense prior to fiscal 2020 was recognized in accordance with ASC 840, Leases, using the straight-line
method over the term of the lease.
124
Maturities of operating lease liabilities consisted of the following as of July 31, 2020:
Year ending July 31,
2021
2022
2023
2024
2025
Thereafter
Total future minimum lease payments
Less: Imputed interest
Total
Real Estate
Arrangements
Co-Location
Arrangements
(in thousands)
Total
$
$
6,299 $
4,844
4,111
3,702
3,362
3,903
26,221
3,065
23,156 $
10,763 $
8,710
1,653
—
—
—
21,126
659
20,467 $
17,062
13,554
5,764
3,702
3,362
3,903
47,347
3,724
43,623
As of July 31, 2020, we have entered into non-cancelable operating leases with a term greater than 12 months that have
not yet commenced with undiscounted future minimum payments of $18.2 million, which are excluded from the above table.
These operating leases will commence between August 2020 and July 2023 with lease terms ranging from 1.2 years to 6.0
years.
Future minimum payments under non-cancelable operating leases consisted of the following as of July 31, 2019:
Real Estate
Arrangements
Data Center
Arrangements
(in thousands)
Total
$
$
4,624 $
5,836
4,871
6,143
6,509
15,977
43,960 $
11,766 $
9,890
5,533
106
—
—
27,295 $
16,390
15,726
10,404
6,249
6,509
15,977
71,255
Year ending July 31,
2020
2021
2022
2023
2024
Thereafter
Total
Note 10. Commitments and Contingencies
Non-cancelable Purchase Obligations
In the normal course of business, we enter into non-cancelable purchase commitments with various parties to purchase
products and services such as technology equipment, subscription-based cloud service arrangements, corporate events and
consulting services. As of July 31, 2020 and 2019, we had outstanding non-cancelable purchase obligations with a term of 12
months or longer of $20.0 million and $2.5 million, respectively.
125
Legal Matters
Symantec Litigation
On December 12, 2016 and April 18, 2017, Symantec Corporation ("Symantec") filed two separate complaints in the
U.S. District Court for the District of Delaware, alleging that "Zscaler's cloud security platform" infringed multiple U.S.
patents held by Symantec (the "Symantec Cases"). The complaints in the Symantec Cases sought compensatory damages,
injunctions, enhanced damages and attorney fees. In July and August 2017, the Symantec Cases were transferred to the U.S.
District Court for the Northern District of California. On November 4, 2019, Broadcom, Inc. ("Broadcom") announced the
completion of its acquisition of certain assets and assumption of certain liabilities of Symantec's enterprise security business,
including all rights, titles, and interests in the patents asserted in the Symantec Cases.
On January 12, 2020, we entered into a settlement and patent license agreement with CA, Inc., a Broadcom affiliate,
pursuant to which the Symantec Cases were dismissed with prejudice effective as of January 13, 2020. In connection with the
settlement, we made a payment of $15.0 million to Broadcom, and Broadcom provided us with patent licenses, a release and
a covenant not to sue. We determined that there is no material future economic benefit from the acquired Broadcom license
and accordingly, we recorded an expense of $15.0 million within general and administrative expenses in the consolidated
statement of operations for fiscal 2020.
Finjan Litigation
On December 5, 2017, Finjan, Inc. filed a complaint, in the U.S. District Court for the Northern District of California,
alleging that certain of our products infringed four U.S. patents held by Finjan, Inc. and seeking compensatory damages, an
injunction, enhanced damages and attorney fees. On April 30, 2019, we entered into patent license and settlement agreements
with Finjan, Inc. and its affiliates (collectively "Finjan"), resolving all claims in the lawsuit, and made a payment of
$7.3 million to Finjan, Inc. Pursuant to the agreements, Finjan provided us with a worldwide fully paid license to the broader
Finjan patent portfolio, releases for past damages, and covenants not to sue. On May 1, 2019, the court dismissed Finjan,
Inc.’s complaint with prejudice. We determined that there is no material future economic benefit from the acquired Finjan
license and accordingly, we recorded an incremental expense of $4.1 million within general and administrative expenses in
the consolidated statement of operations in fiscal 2019. In prior periods, we had recorded accruals related to this litigation for
$0.7 million in fiscal 2018 and $2.5 million in fiscal 2017.
Other Litigation and Claims
In addition, from time to time we are a party to various litigation matters and subject to claims that arise in the ordinary
course of business, including patent, commercial, product liability, employment, class action, whistleblower and other
litigation and claims, as well as governmental and other regulatory investigations and proceedings. In addition, third parties
may from time to time assert claims against us in the form of letters and other communications. Except as otherwise
described above, there is no pending or threatened legal proceeding to which we are a party that, in our opinion, is likely to
have a material adverse effect on our future financial results or operations; however, the results of litigation and claims are
inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on us because of defense and
settlement costs, diversion of management resources and other factors. The expense of litigation and the timing of this
expense from period to period are difficult to estimate, subject to change and could adversely affect our results of operations.
126
Note 11. Convertible Preferred Stock
Upon completion of our IPO, as further described in Note 1, Business and Summary of Significant Accounting Policies,
of these consolidated financial statements all shares of convertible preferred stock then outstanding, totaling 72,500,750
shares, were automatically converted into an equivalent number of shares of common stock on a one-to-one basis and their
carrying value, totaling $207.3 million, inclusive of accretion of Series C and D redeemable convertible preferred stock of
$24.7 million, was reclassified to stockholders' equity.
Prior to the IPO, we recognized accretion to the redemption price of Series C and D redeemable convertible preferred
stock. Accretion was recognized as a reduction of additional paid-in capital with a corresponding increase to the carrying
value of Series C and D redeemable convertible preferred stock. Upon completion of the IPO, the accretion rights of Series C
and D redeemable convertible preferred stock were terminated. We recognized accretion of Series C and D redeemable
convertible preferred stock of $6.3 million in fiscal 2018.
Note 12. Common Stock
Holders of our common stock are entitled to one vote for each share of common stock held and are not entitled to
receive dividends unless declared by our board of directors.
Common Stock Reserved for Future Issuance
The following table summarizes our shares of common stock reserved for future issuance:
Equity awards outstanding:
Stock options
Unvested restricted stock units
Committed unvested performance stock awards, based on the target number of shares
Committed unvested restricted stock units not yet issued related to our acquisition of Edgewise
Unvested performance stock awards
Share purchase rights committed under the employee stock purchase plan
Equity awards available for future grants:
Equity incentive plans
Employee stock purchase plan
Total
July 31, 2020
(in thousands)
5,175
8,069
434
120
1,294
568
16,564
2,153
34,377
127
Note 13. Stock-Based Compensation
Equity Incentive Plans
We adopted the Fiscal Year 2018 Equity Incentive Plan (the "2018 Plan") in fiscal 2018 and the 2007 Stock Plan (the
"2007 Plan") in fiscal 2008, collectively referred to as the "Plans." Equity incentive awards which may be granted to eligible
participants under the Plans include restricted stock units, restricted stock, stock options, nonstatutory stock options, stock
appreciation rights, performance units and performance shares. With the establishment of the 2018 Plan, we no longer grant
stock-based awards under the 2007 Plan and any shares underlying stock options that expire or terminate or are forfeited or
repurchased by us under the 2007 Plan are automatically transferred to the 2018 Plan.
As of July 31, 2020, a total of 25.1 million shares of common stock have been reserved for the issuance of equity awards
under the 2018 Plan, of which 16.6 million shares were available for grant. The number of shares of common stock available
for issuance under the 2018 Plan also includes an annual increase on the first day of each fiscal year pursuant to its automatic
annual increase provision.
Stock Options
The stock option activity consisted of the following for fiscal 2020:
Balance as of July 31, 2019
Granted
Exercised
Canceled, forfeited or expired
Balance as of July 31, 2020
Exercisable and expected to vest as of July 31, 2019
Exercisable and expected to vest as of July 31, 2020
Outstanding
Stock
Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in thousands, except per share amounts)
8,861
150
(3,450)
(386)
5,175
3,311
2,546
$7.16
$49.59
$6.26
$8.31
$8.90
$5.60
$6.46
4.6
$ 683,294
$ 242,416
4.0
4.0
3.5
$ 625,904
$ 260,479
$ 314,111
The aggregate intrinsic value of the options exercised represents the difference between the fair value of our common
stock on the date of exercise and their exercise price. The total intrinsic value of options exercised for fiscal 2020, fiscal 2019
and fiscal 2018 was $242.4 million, $300.9 million and $16.7 million, respectively. The weighted-average grant-date fair
value per share of awards granted for fiscal 2020 and fiscal 2018 was $22.76 and $3.77, respectively.
We estimated the fair value of stock options using the Black-Scholes option pricing model with the following
assumptions:
Expected term (in years)
Expected stock price volatility
Risk-free interest rate
Dividend yield
128
Year Ended July 31(1)
2018
2020
6.1
4.6 - 5.1
46.1%
40.3% - 42.3%
1.7%
1.7% - 2.8%
0.0%
0.0%
(1) There were no stock options granted during fiscal 2019.
Restricted Stock Units and Performance Stock Awards
The 2018 Plan allows for the grant of RSUs. Generally, RSUs are subject to a four-year vesting period, with 25% of the
shares vesting approximately one year from the vesting commencing date and quarterly thereafter over the remaining vesting
term. We began granting RSUs in the fourth quarter of fiscal 2018.
The 2018 Plan also allows for the grant of PSAs. The right to earn the PSAs is subject to achievement of the defined
performance metrics and continuous employment service. The performance metrics are defined and approved by the
compensation committee of our board of directors or by our senior management for certain types of awards. Generally,
earned PSAs are subject to additional time-based vesting.
PSAs related to the fiscal 2019 performance period, totaling approximately 0.5 million shares with a weighted-average
grant date fair value per share of $36.90, were forfeited effective at the end of fiscal 2019, resulting in a reversal of
$3.8 million of accrued stock-based compensation expense recognized in the nine months ended April 30, 2019. Accordingly,
no stock-based compensation expense was recognized for these awards in fiscal 2019.
As of July 31, 2020, we determined that the service inception date for 0.2 million PSAs preceded the grant date, and
we recognized $10.5 million of stock-based compensation expense associated with these PSAs in fiscal 2020.
As of July 31, 2020, there were 0.9 million outstanding PSAs for which the performance metrics have not been defined
as of such date. Accordingly, such awards are not considered granted for accounting purposes as of July 31, 2020 and have
been excluded from the below table.
The activity of RSUs and PSAs consisted of the following for fiscal 2020:
Balance as of July 31, 2019
Granted
Vested
Canceled or forfeited
Balance as of July 31, 2020
Employee Stock Purchase Plan
Underlying
Shares
Weighted-Average
Grant Date Fair Value
(in thousands, except per share data)
$48.51
$65.81
$51.57
$51.31
$60.72
4,152
6,376
(1,297)
(678)
8,553
$
$
Aggregate
Intrinsic Value
349,872
93,754
$ 1,110,694
We adopted the Fiscal Year 2018 Employee Stock Purchase Plan ("ESPP") in the third quarter of fiscal 2018. As of July
31, 2020, a total of 4.7 million shares of common stock have been reserved for issuance under the ESPP, out of which 2.7
million shares were available for grant. The number of shares reserved includes an annual increase on the first day of each
fiscal year pursuant to its automatic annual increase provision. 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 15 and December 15
of each year. During fiscal 2020, employees purchased approximately 0.8 million shares of common stock under our ESPP at
an average purchase price of $18.76 per share, resulting in total cash proceeds of $15.3 million.
ESPP employee payroll contributions accrued at July 31, 2020 and 2019, was $3.5 million and $2.1 million, respectively,
and are included within accrued compensation in the consolidated balance sheets. Payroll contributions accrued as of July 31,
129
2020 will be used to purchase shares at the end of the current ESPP purchase period ending on December 15, 2020. Payroll
contributions ultimately used to purchase shares will be reclassified to additional paid-in capital on the purchase date.
The fair value of the purchase rights granted under the ESPP was estimated on the date of grant using the Black-Scholes
option pricing model with the following assumptions:
Expected term (in years)
Expected stock price volatility
Risk-free interest rate
Dividend yield
Early Exercised Stock Options
2020
0.5 - 2.0
Year Ended July 31,
2019
0.5 - 2.0
2018
0.5 - 2.3
53.6% - 73.6%
0.2% - 1.7%
0.0%
44.0% - 61.9% 30.7% - 53.2%
2.0% - 2.6%
0.0%
1.9% - 2.7%
0.0%
The 2007 Plan allowed for the early exercise of stock options for certain individuals as determined by our board of
directors. The consideration received for an early exercised stock option is considered to be a deposit of the exercise price
and the related proceed is initially recorded as a liability in the consolidated balance and reclassified to additional paid-in
capital as the awards vest. Upon an employee’s termination, we have the option to repurchase unvested shares at a price per
share equal to the lesser of the fair market value of the shares at the time of the repurchase or the original purchase price. We
reclassified to additional paid-in capital $0.5 million, $1.0 million and $3.2 million related to awards vested during fiscal
2020, fiscal 2019 and fiscal 2018, respectively. As of July 31, 2020 and 2019, the number of shares of common stock subject
to repurchase was approximately 19,000 shares and 122,000 shares with an aggregate exercise price of $0.1 million and $0.6
million, respectively. The liability for early exercised stock options is included within accrued expenses and other current
liabilities in the consolidated balance sheets.
Notes Receivable from Stockholders
Prior to fiscal 2017, we entered into notes receivable agreements with certain of our current and former executives and
employees in connection with the exercise of their stock options. The outstanding principal amount and related accrued
interest on the notes are presented as contra-equity in the consolidated balance sheets until the notes are fully settled. During
fiscal 2019, the outstanding principal amount of $1.9 million and accrued interest of $0.2 million were fully repaid.
Deferred Merger Consideration
In connection with the acquisition of Edgewise, as further described in Note 6, Business Acquisitions, certain former
employees (who became our employees on the closing date of the business acquisition) are entitled to receive a deferred
merger consideration payable in shares of our authorized common stock. The shares will be released on a quarterly basis over
the vesting period of three years beginning from the closing date. The fair value of these awards of $9.3 million will be
recognized as stock-based compensation expense on a straight-line basis over the vesting period within research and
development expenses in our consolidated statements of operations.
130
Stock-based Compensation Expense
The components of stock-based compensation expense recognized in the consolidated statements of operations consisted
of the following:
Cost of revenue
Sales and marketing
Research and development
General and administrative
Total
2020
Year Ended July 31,
2019
(in thousands)
2018
$
$
7,318 $
66,539
30,173
17,365
121,395 $
2,926 $
23,118
15,090
5,289
46,423 $
757
5,044
3,045
2,378
11,224
As of July 31, 2020, the unrecognized stock-based compensation cost related to outstanding equity-based awards,
including awards for which the service inception date has been met but the grant date has not been met, was $508.5 million,
which is expected to be amortized over a weighted-average period of 3.1 years.
During fiscal 2020 and fiscal 2019, we capitalized $4.4 million and $0.5 million, respectively of stock-based
compensation associated with the development of software for internal-use. Stock-based compensation related to projects
capitalized in fiscal 2018 was immaterial.
.
Note 14. Income Taxes
The following table sets forth the geographical breakdown of the income (loss) before the provision for income taxes:
Domestic
International
Loss before provision for income taxes
2020
Year ended July 31,
2019
(in thousands)
2018
$
$
(123,085) $
10,357
(112,728) $
(34,145) $
6,233
(27,912) $
(36,455)
4,146
(32,309)
131
The following table sets forth the components of the provision for income taxes:
Current:
Federal
State
Foreign
Total current tax expense
Deferred:
Federal
State
Foreign
Total deferred tax expense
$
2020
Year ended July 31,
2019
(in thousands)
— $
45
4,013
4,058
— $
64
2,325
2,389
(864)
(243)
(563)
(1,670)
(1,431)
(107)
(108)
(1,646)
2018
—
(2)
1,480
1,478
—
—
(141)
(141)
Total provision for income taxes
$
2,388 $
743 $
1,337
The following table presents the reconciliation of the statutory federal income tax rate to our effective tax rate:
Tax at federal statutory rate
State taxes
Impact of foreign rate differential
Meals and entertainment
Stock-based compensation
Impact of U.S. tax reform
Provision to return adjustments
U.S. tax credits
Change in valuation allowance
Withholding tax
Other
Effective tax rate
Year ended July 31,
2019
2020
2018
21.0 %
0.2
—
(0.2)
37.0
—
(0.3)
6.8
(65.0)
(1.1)
(0.5)
(2.1) %
21.0 %
0.1
(0.9)
(1.9)
147.2
—
1.2
10.0
(176.9)
(2.4)
(0.1)
(2.7) %
21.0 %
—
0.3
(1.3)
(3.8)
(58.6)
2.8
3.7
33.5
(1.1)
(0.6)
(4.1) %
Our estimated effective tax rate for the periods presented differs from the U.S. statutory rate primarily due to our foreign
earnings being taxed at different rates than the U.S. statutory rate and as well as the benefit of stock compensation
deductions, offset by the impact of the valuation allowance we maintain against our U.S. federal and state deferred tax assets.
During fiscal 2018, the impact of the Tax Act includes the effect of remeasuring our deferred tax assets and liabilities at 21%
plus the effects of the one-time mandatory transition tax which was offset by our valuation allowance. During fiscal 2020 and
2019, we recognized an income tax benefit of $1.1 million and $1.4 million, respectively, as a result of a release in our
valuation allowance on deferred tax assets as a result of deferred taxes recorded as part of the acquisition accounting of
Cloudneeti Corporation, Edgewise Networks Inc. and Appsulate, Inc. Refer to Note 6, Business Combinations, for further
information.
132
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 or the Tax Act was enacted. The Tax Act contains several
key tax provisions that affect us, including, but not limited to, reducing the U.S. federal corporate tax rate from 34% to 21%
imposing a one-time mandatory transition tax on previously untaxed foreign earnings, and changing rules related to the use of
net operating loss carryforwards created in tax years beginning after December 31, 2017. Because of the full valuation
allowance recorded against our U.S. federal deferred tax assets, there was no income tax expense (or benefit) recognized
related to the Tax Act.
The following table presents the tax effects of temporary differences that give rise to significant portions of our deferred
tax assets and liabilities:
Deferred tax assets:
Net operating losses carryovers
Accruals and reserves
Deferred revenue
Tax credits carryovers
Stock-based compensation
Property and equipment
Operating lease liabilities
Other
Gross deferred tax assets
Less: Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Intangible assets
Deferred contract acquisition costs
Convertible senior notes
Operating lease right-of-use assets
Other
Total deferred tax liabilities
Net deferred tax assets
July 31,
2020
2019
(in thousands)
149,430 $
3,896
27,123
23,573
14,218
1,002
8,571
33
227,846
(130,236)
97,610 $
87,413
1,763
14,752
10,330
6,112
560
—
232
121,162
(103,732)
17,430
(4,224)
(24,727)
(61,071)
(6,978)
(131)
(97,131) $
(1,178)
(15,906)
—
—
(89)
(17,173)
479 $
257
$
$
$
$
A deferred tax liability has not been recognized on the excess of the amount for financial reporting over the tax basis of
investments in foreign subsidiaries that are indefinitely reinvested outside the U.S. Income taxes are generally incurred upon
a repatriation of assets, a sale, or a liquidation of the subsidiary. The excess of the amount for financial reporting over the tax
basis in the investments in foreign subsidiaries, as well as the unrecognized deferred tax liability, are not material for the
periods presented.
133
The following table presents the change in the valuation allowance:
Balance as of the beginning of the period
Change during the period
Balance as of the end of the period
2020
Year ended July 31,
2019
(in thousands)
2018
$
$
103,732 $
26,504
130,236 $
45,578 $
58,154
103,732 $
51,493
(5,915)
45,578
The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate
character in future periods. We regularly assess the ability to realize our deferred tax assets and establish a valuation
allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. We weigh all available
positive and negative evidence, including our earnings history and results of recent operations, scheduled reversals of
deferred tax liabilities, projected future taxable income, and tax planning strategies. Due to the weight of objectively
verifiable negative evidence, including our history of losses, we believe that it is more likely than not that our U.S. federal
and, state deferred tax assets will not be realized as of July 31, 2020 and 2019, and as such, we have maintained a full
valuation allowance against such deferred tax assets. During fiscal 2019, we determined that due to the weight of objectively
verifiable negative evidence, our U.K. deferred tax assets are no longer more likely than not to be realized in the future and a
full valuation allowance was recorded and has been maintained as of July 31, 2020.
The amount of the deferred tax asset considered realizable; however, could be adjusted if estimates of future taxable
income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative
losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. In
the event we determine that we will be able to realize all or part of our net deferred tax assets in the future, the valuation
allowance against deferred tax assets will be reversed in the period in which we make such determination. The release of a
valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which
the valuation allowance is released. The valuation allowance against our U.S. federal, state and U.K. deferred tax assets
increased by $26.5 million, $58.2 million and decreased by $5.9 million in fiscal 2020, fiscal 2019 and fiscal 2018,
respectively. The decrease in the valuation allowance in fiscal 2018 was primarily related to the change in the federal
statutory rate, while the increase in the valuation allowance in fiscal 2020 and fiscal 2019 was related to tax losses for which
insufficient positive evidence exists to support their realizability.
As of July 31, 2020 and 2019, we have net operating loss carryforwards for U.S. federal income tax purposes of $626.3
million and $360.0 million, respectively, which are available to offset future federal taxable income. Beginning in 2027,
$177.8 million of the federal net operating losses will begin to expire. The remaining $448.5 million of the federal net
operating losses will carry forward indefinitely. As of July 31, 2020 and 2019, we have net operating loss carryforwards for
state income tax purposes of $177.1 million and $109.5 million, respectively. Beginning in 2024, $164.7 million of state net
operating losses will begin to expire at different periods. The remaining $12.4 million of state net operating losses will carry
forward indefinitely. As of July 31, 2020 and 2019, we had foreign net operating loss carryforward of $19.5 million and
$17.7 million, respectively, all of which will be carried forward indefinitely.
As of July 31, 2020, we had federal and California research and development tax credit carryforwards of approximately
$19.5 million and $14.5 million, respectively. If not utilized, the federal credit carryforwards will begin expiring at different
periods beginning in 2033. The California credit will be carried forward indefinitely.
Federal and state tax laws impose restrictions on the utilization of net operating loss and research and development credit
carryforwards in the event of a change in our ownership as defined by the Internal Revenue Code, Sections 382 and 383.
134
Under Section 382 and 383 of the Code, substantial changes in our ownership and the ownership of acquired companies may
limit the amount of net operating loss and research and development credit carryforwards that are available to offset taxable
income. The annual limitation would not automatically result in the loss of net operating loss or research and development
credit carryforwards but may limit the amount available in any given future period.
We are subject to income taxes in the U.S. and various foreign jurisdictions. As of July 31, 2020, all years are open for
examination and may become subject to examination in the future. Significant judgment is required in evaluating our tax
positions and determining our for income tax expense for the fiscal year. During the ordinary course of business, there are
transactions and calculations for which the ultimate tax determination is uncertain. Our estimate of the potential outcome of
any tax position is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. These
unrecognized tax benefits are established when we believe that certain positions might be challenged despite of belief that our
tax return positions are fully supportable. We recognize interest and penalties associated with our unrecognized tax benefits
as a component of our income tax expense. For the periods presented, we did not have material interest or penalties
associated with the unrecognized tax benefits in the consolidated financial statements.
We had $10.5 million of gross unrecognized tax benefits as of July 31, 2020, none of which would affect our effective
tax rate if recognized due to our U.S. valuation allowance. The gross unrecognized tax benefits relate to income tax positions
which, if recognized, would be in the form of carryforward deferred tax asset that would be offset by a valuation allowance.
As of July 31, 2020, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly
increase or decrease within the next twelve months.
The changes in our gross unrecognized tax benefits for fiscal 2020 consisted of the following:
Balance as of July 31, 2018
Gross decrease for tax positions of prior fiscal years
Gross increase for tax positions in fiscal 2019
Balance as of July 31, 2019
Gross increase for tax positions of prior fiscal years
Gross increase for tax positions of current fiscal year
Balance as of July 31, 2020
Amount
(in thousands)
2,622
$
(288)
2,093
4,427
1,611
4,471
10,509
$
Note 15. Net Loss Per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class
method required for participating securities. We consider all series of our convertible preferred stock to be participating
securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible
preferred stock as the holders of our convertible preferred stock do not have a contractual obligation to share in our losses. In
March 2018, upon completion of our IPO, all shares of convertible preferred stock then outstanding, were automatically
converted into an equivalent number of shares of common stock on a one-to-one basis. As of July 31, 2020 and 2019, we did
not have shares of convertible preferred stock issued and outstanding.
Basic net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-
average number of shares of common stock outstanding during the period, less shares subject to repurchase. The diluted net
loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock
135
equivalents outstanding for the period. For purposes of this calculation, our stock options, shares subject to repurchase from
early exercised stock options, share purchase rights under the employee stock purchase plan, unvested restricted stock units
("RSUs"), unvested performance stock awards ("PSAs") and shares related to the Notes are considered to be potential
common stock equivalents.
Since we have reported net losses for all periods presented, we have excluded all potentially dilutive securities from the
calculation of the diluted net loss per share attributable to common stockholders as their effect is antidilutive and accordingly,
basic and diluted net loss per share attributable to common stockholders is the same for all periods presented.
The following table sets forth the computation of basic and diluted net loss per share attributable to common
stockholders:
2020
Year Ended July 31,
2019
(in thousands, except per share data)
2018
Net loss
Accretion of Series C and D redeemable convertible preferred stock
Net loss attributable to common stockholders
$
$
(115,116) $
—
(115,116) $
(28,655) $
—
(28,655) $
(33,646)
(6,332)
(39,978)
Weighted-average shares used in computing net loss per share
attributable to common stockholders, basic and diluted
129,323
123,566
63,881
Net loss per share attributable to common stockholders, basic and diluted $
(0.89) $
(0.23) $
(0.63)
The following table summarizes the outstanding potentially dilutive securities that were excluded from the computation
of diluted net loss per share attributable to common stockholders because the impact of including them would have been
antidilutive:
Outstanding stock options
Shares subject to repurchase from early exercised stock options
Share purchase rights under the ESPP
Unvested RSUs
Unvested PSAs(1)
Total
2020
5,175
19
568
8,069
723
14,554
July 31,
2019
(in thousands)
8,861
122
913
4,152
—
14,048
2018
16,175
423
2,044
209
—
18,851
136
(1) The number of unvested PSAs is based on the target number of shares granted and excludes unvested PSAs for which
performance conditions have not been established as of July 31, 2020, as they are not considered outstanding for accounting
purposes. Refer to Note 13, Stock-Based Compensation, for further information.
The shares underlying the conversion option in the Notes were not considered in the calculation of diluted net loss per
share as the effect would have been anti-dilutive. Based on the initial conversion price, the entire outstanding principal
amount of the Notes as of July 31, 2020 would have been convertible into approximately 7.6 million shares of our common
stock. Since we expect to settle the principle amount of the Notes in cash, we use the treasury stock method for calculating
any potential dilutive effect on diluted net income per share, if applicable. As a result, only the amount by which the
conversion value exceeds the aggregate principal amount of the Notes (the “conversion spread”) is considered in the diluted
earnings per share computation. The conversion spread has a dilutive impact on diluted net income per share when the
average market price of our common stock for a given period exceeds the initial conversion price of $150.80 per share for the
Notes. We excluded the potentially dilutive effect of the conversion spread of the Notes as the average market price of our
common stock during the three months ended July 31, 2020 was less than the conversion price of the Notes. In connection
with the issuance of the Notes, we entered into Capped Calls, which were not included for purposes of calculating the number
of diluted shares outstanding, as their effect would have been anti-dilutive.
Note 16. Segment and Geographic Information
Our chief operating decision maker ("CODM") is our chief executive officer. We derive our revenue primarily from
sales of subscription services to our cloud platform and related support services. Our CODM reviews financial information
presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly,
we determined that we operate as one operating segment.
Our long-lived assets consist of property and equipment and operating lease right-of-use assets, which are summarized
by geographic area as follows:
United States
Rest of the world
Total
July 31,
2020(1)
2019
(in thousands)
$
$
74,264 $
37,589
111,853 $
28,847
12,199
41,046
(1) On August 1, 2019, we adopted the new lease accounting standard ASU No. 2016-02, Leases (Topic 842) on a
modified retrospective basis at the beginning of the fiscal year of adoption.
Refer to Note 2, Revenue Recognition for information on revenue by geography.
Note 17. 401(k) Plan
We have a defined-contribution plan intended to qualify under Section 401 of the Internal Revenue Code (the "401(k)
Plan"). We contract with a third-party provider to act as a custodian and trustee, and to process and maintain the records of
participant data. In fiscal 2020, we began contributing to the 401(k) Plan, making matching contributions of $2.0 million.
Note 18. Related Party Transactions
We previously entered into notes receivable agreements with certain of our current and former executives and employees
in connection with the exercise of their stock options. Outstanding notes receivable were fully repaid during fiscal 2019.
Refer to Note 13, Stock-Based Compensation, of these consolidated financial statements for further information.
137
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Exchange
Act that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal
executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures as of July 31, 2020. Based on such evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures
were effective at the reasonable assurance level.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as
defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the
effectiveness of our internal control over financial reporting as of July 31, 2020 based on the criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management concluded that our internal control over financial reporting was
effective as of July 31, 2020. The effectiveness of our internal control over financial reporting as of July 31, 2020 has been
audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is
included in Item 8 of this Form 10-K.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required
by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended July 31, 2020 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure
controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of
achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that
our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all
fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty,
and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by management override of the controls. The design
of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can
139
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures
may deteriorate. Because of the inherent limitations in a cost–effective control system, misstatements due to error or fraud
may occur and not be detected.
Item 9B. Other Information
None.
140
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item (other than the information set forth in the next paragraph) will be included in our
definitive proxy statement for our 2020 annual meeting of stockholders (the "2019 Proxy Statement"), which will be filed
with the SEC within 120 days after the end of our fiscal year ended July 31, 2020, and is incorporated herein by reference.
We have adopted a code of business conduct and ethics (the "Code of Conduct") that applies to all of our employees,
executive officers and directors. The full text of the Code of Conduct is available on our website at ir.zscaler.com. The
nominating and corporate governance committee of our board of directors is responsible for overseeing the Code of Conduct
and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any
amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website, as required by
applicable law or the listing standards of The Nasdaq Global Market.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to our 2020 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to our 2020 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to our 2020 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to our 2020 Proxy Statement.
141
Item 15. Exhibits, Financial Statement Schedule
(a)(1) Financial Statements
PART IV
See Index to Financial Statements in Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is
not applicable or because the information required is already included in the financial statements or the notes to those
financial statements.
(a)(3) Exhibits
We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.
Item 16. Form 10-K Summary
None.
142
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
September 17, 2020
Zscaler, Inc.
/s/ Remo Canessa
Remo Canessa
Chief Financial Officer
143
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed
Herewith
Incorporated by Reference
144
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1
10.2+
10.3+
10.4+
10.5+
10.6+
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
10.14+
10.15+
10.16
10.17
10.18†
10.19
21.1
23.1
24.1
31.1
31.2
32.1*
Amended and Restated Certificate of Incorporation.
Amended and Restated Bylaws.
Amended and Restated Investors’ Rights Agreement among the
Registrant and certain holders of its capital stock, dated as of July
24, 2015.
Form of common stock certificate of the Registrant.
Description of Capital Stock.
Indenture, dated as of June 25, 2020, by and between the
Registrant and U.S. Bank National Association, as Trustee.
Form of Note, representing Registrant's 0.125% Convertible
Senior Notes due 2025 (included as Exhibit A to the Indenture
filed as Exhibit 4.4).
Form of Indemnification Agreement between the Registrant and
each of its directors and executive officers.
Fiscal Year 2018 Equity Incentive Plan and related form
agreements.
Fiscal Year 2018 Employee Stock Purchase Plan and related form
agreements.
2007 Stock Plan and related form agreements.
Employee Incentive Compensation Plan.
Change of Control and Severance Policy.
Employment Agreement between the Registrant and Jagtar S.
Chaudhry, dated as of August 23, 2017.
Offer Letter between the Registrant and Manoj Apte, dated as of
June 19, 2008.
Offer Letter between the Registrant and Remo Canessa, dated as
of January 8, 2017.
Offer Letter between the Registrant and Robert Schlossman, dated
as of December 22, 2015.
Offer Letter between the Registrant and Amit Sinha, dated as of
October 18, 2010.
Offer Letter between the Registrant and Karen Blasing, dated as of
December 23, 2016.
Offer Letter between the Registrant and Andrew Brown, dated as
of October 14, 2015.
Offer Letter between the Registrant and Scott Darling, dated as of
November 16, 2016.
Offer Letter between the Registrant and Charles Giancarlo, dated
as of November 22, 2016.
Office Lease Agreement, by and between the Registrant and SRI
Eleven Row LLC, dated as of June 30, 2015.
First Amendment to Office Lease Agreement, by and between the
Registrant and SRI Eleven Row LLC, dated as of October 30,
2015.
10-Q
10-Q
S-1
001-38413
001-38413
333-223072
S-1
10-K
333-223072
001-38413
8-K
001-38413
8-K
001-38413
3.1
3.2
4.1
4.2
4.3
4.1
4.1
June 7, 2018
June 7, 2018
February 16, 2018
February 16, 2018
September 18,
2019
June 25, 2020
June 25, 2020
S-1
333-223072
10.1
February 16, 2018
10-K
001-38413
10.2
S-1/A 333-223072
10.3
September 18,
2019
March 13, 2018
S-1/A 333-223072
333-223072
S-1
333-223072
S-1
333-223072
S-1
10.4
10.5
10.7
10.8
March 5, 2018
February 16, 2018
February 16, 2018
February 16, 2018
S-1
333-223072
10.9
February 16, 2018
S-1
333-223072
10.10
February 16, 2018
S-1
333-223072
10.11
February 16, 2018
S-1
333-223072
10.12
February 16, 2018
S-1
333-223072
10.14
February 16, 2018
S-1
333-223072
10.15
February 16, 2018
S-1
333-223072
10.16
February 16, 2018
S-1
333-223072
10.17
February 16, 2018
S-1
333-223072
10.18
February 16, 2018
S-1
333-223072
10.19
February 16, 2018
Sublease, by and between Registrant and Micron Technology, Inc. 10-Q
8-K
Form of Confirmation for Capped Call Transactions.
Significant subsidiaries of the Registrant.
001-38413
001-38413
10.1
10.1
June 5, 2019
June 25, 2020
Consent of PricewaterhouseCoopers LLP, Independent Registered
Public Accounting Firm.
Power of Attorney (incorporated by reference to the signature
page to this Annual Report on Form 10-K).
Certification of the Principal Executive Officer pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Principal Financial Officer pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of the Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
145
X
X
X
X
X
X
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
_______________________________________
+ Indicates management contract or compensatory plan or arrangement.
X
X
X
X
X
X
† Certain portions of this exhibit (indicated by "[***]") have been omitted as Registrant determined the omitted
information (i) is not material and (ii) would be competitively harmful to Registrant if publicly disclosed.
* The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and
will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the
extent that the registrant specifically incorporates it by reference.
146
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes
and appoints Jagtar S. Chaudhry and Remo Canessa, and each of them, as his or her true and lawful attorney-in-fact and
agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this report,
and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Jagtar S. Chaudhry
Jagtar S. Chaudhry
President, Chief Executive Officer and
Chairman of the Board of Directors (Principal
Executive Officer)
September 17, 2020
/s/ Remo Canessa
Remo Canessa
/s/ Karen Blasing
Karen Blasing
/s/ Andrew Brown
Andrew Brown
/s/ Scott Darling
Scott Darling
/s/ Charles Giancarlo
Charles Giancarlo
/s/ David Schneider
David Schneider
/s/ Amit Sinha
Amit Sinha
Chief Financial Officer
(Principal Accounting and Financial Officer)
September 17, 2020
September 17, 2020
September 17, 2020
September 17, 2020
September 17, 2020
September 17, 2020
September 17, 2020
Director
Director
Director
Director
Director
Director
147
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CORPORATE INFORMATION
CORPORATE EXECUTIVES
BOARD OF DIRECTORS
CORPORATE INFORMATION
Jay Chaudhry
President, Chief Executive Officer and
Chairman of the Board of Directors
Jay Chaudhry
President, Chief Executive Officer
and
Chairman of the Board of Directors
Remo Canessa
Chief Financial Officer
Amit Sinha
President of Research and
Development, Operations and
Customer Service, Chief Technology
Officer
Dali Rajic
President Go-To-Market and Chief
Revenue Officer
Robert Schlossman
Chief Legal Officer and Secretary
Karen Blasing
Former Chief Financial Officer,
Guidewire Software
Andrew Brown
Chief Executive Officer and
Co-Founder, Sand Hill East
Scott Darling
President, Dell Technologies Capital
Charles Giancarlo
Chief Executive Officer, Pure Storage
David Schneider
President Emeritus, ServiceNow
Amit Sinha
President of Research and
Development, Operations and
Customer Service, Chief Technology
Officer
Corporate Address
Zscaler, Inc
120 Holger Way
San Jose, California 95134, USA
T: +1.408.533.0288
F: +1 408.868.4089
www.zscaler.com
Common Stock Listing
Nasdaq
Ticker Symbol: ZS
Annual Meeting
Wednesday, January 6, 2021, at 1 p.m. PST
Virtual Meeting
Registrar and Transfer Agent
For questions regarding your account,
changes of address or consolidation of
accounts, please contact the Company’s
transfer agent:
America Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219
T: (800) 937.5449 or +1 708.921.8124
Legal Counsel
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Palo Alto, California
Independent Auditors
PricewaterhouseCoopers
San Jose, California
Investor Relations
Zscaler, Inc.
Investor Relations
120 Holger Way
San Jose, California 95134
ir@zscaler.com