SEC Info - Anaplan, Inc. - ‘10-K’ for 1/31/20

2019

2018

Revenue:

Subscription revenue

i 307,890

i 208,605

i 143,542

Professional services revenue

i 40,132

i 32,037

i 24,805

Total revenue

i 348,022

i 240,642

i 168,347

Cost of revenue:

Cost of subscription revenue

i 51,460

i 36,500

i 19,927

Cost of professional services revenue

i 39,317

i 30,898

i 32,058

Total cost of revenue

i 90,777

i 67,398

i 51,985

Gross profit

i 257,245

i 173,244

i 116,362

Operating expenses:

Research and development

i 68,396

i 48,998

i 30,908

Sales and marketing

i 250,430

i 176,323

i 100,654

General and administrative

i 86,852

i 76,186

i 30,719

Total operating expenses

i 405,678

i 301,507

i 162,281

Loss from operations

( i 148,433

)

( i 128,263

)

( i 45,919

)

Interest income, net

i 4,478

i 1,921

i 108

Other income (expense), net

( i 809

)

( i 1,465

)

( i 482

)

Loss before income taxes

( i 144,764

)

( i 127,807

)

( i 46,293

)

Provision for income taxes

( i 4,453

)

( i 3,209

)

( i 1,261

)

Net loss

( i 149,217

)

( i 131,016

)

( i 47,554

)

Comprehensive income (loss):

Foreign currency translation adjustments

( i 1,290

)

( i 1,054

)

i 846

Comprehensive loss

( i 150,507

)

( i 132,070

)

( i 46,708

)

Net loss per share attributable to common stockholders,

basic and diluted

( i 1.15

)

( i 2.46

)

( i 2.51

)

Weighted-average shares used in computing net loss per

share attributable to common stockholders, basic and

diluted

i 129,799

i 53,328

i 18,956

The accompanying notes are an integral part of these consolidated financial statements.

ANAPLAN, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In thousands)

Convertible

Accumulated

Preferred

Additional

Other

Total

Stock

Common Stock

Paid-in

Comprehensive

Accumulated

Stockholders’

Amount

Capital

Loss

Deficit

Equity

Balance at January 31, 2017

i 68,155

i 7

i 28,627

i 2

i 252,229

( i 2,828

)

( i 164,666

)

i 84,744

Issuance of Series F convertible

preferred stock, net of issuance

costs of $ i 119

i 5,455

—

i 59,881

—

i 59,881

Stock-based compensation

—

i 8,802

—

i 8,802

Repayment of promissory notes,

net of early exercises

—

i 1,534

—

i 1,534

Repurchase of restricted common stock

—

( i 950

)

—

Exercise of stock options, net of

repurchases and early exercises

—

i 2,270

i 1

i 3,309

—

i 3,310

Net loss

—

( i 47,554

)

( i 47,554

)

Foreign currency translation

adjustments

—

i 846

—

i 846

Other

—

i 76

—

i 76

Balance at January 31, 2018

i 73,610

i 7

i 29,947

i 3

i 325,831

( i 1,982

)

( i 212,220

)

i 111,639

Conversion of Series B convertible

preferred stock

( i 4

)

—

i 4

—

Issuance of common stock upon

initial public offering,

net of issuance costs

—

i 19,001

i 2

i 295,284

—

i 295,286

Conversion of preferred stock

( i 73,606

)

( i 7

)

i 73,606

i 7

—

Stock-based compensation

—

i 53,385

—

i 53,385

Repayment of promissory notes, net

of early exercises

—

i 1,603

—

i 1,603

Exercise of stock options, net of

repurchases and early exercises

—

i 2,482

—

i 6,020

—

i 6,020

Exercise of warrants

—

i 24

—

i 37

—

i 37

Vesting and settlement of restricted

stock units

—

i 1,182

—

Taxes paid related to net share

settlement of equity awards

—

( i 28,422

)

—

( i 28,422

)

Net loss

—

( i 131,016

)

( i 131,016

)

Foreign currency translation

adjustments

—

( i 1,054

)

—

( i 1,054

)

Balance at January 31, 2019

—

i 126,246

i 12

i 653,738

( i 3,036

)

( i 343,236

)

i 307,478

Stock-based compensation

—

i 82,355

—

i 82,355

Repayment of promissory notes, net

of early exercises

—

i 11,813

—

i 11,813

Exercise of stock options, net of

repurchases and early exercises

—

i 4,619

i 1

i 21,976

—

i 21,977

Vesting of restricted stock units

—

i 3,454

—

Issuance of common stock under

employee stock purchase plan

—

i 1,176

—

i 18,565

—

i 18,565

Net loss

—

( i 149,217

)

( i 149,217

)

Foreign currency translation

adjustments

—

( i 1,290

)

—

( i 1,290

)

Balance at January 31, 2020

—

i 135,495

i 13

i 788,447

( i 4,326

)

( i 492,453

)

i 291,681

The accompanying notes are an integral part of these consolidated financial statements.

ANAPLAN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended January 31,

2019

2018

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

( i 149,217

)

( i 131,016

)

( i 47,554

)

Adjustments to reconcile net loss to net cash used in

operating activities:

Depreciation and amortization

i 20,341

i 12,937

i 7,399

Amortization of deferred commissions

i 20,508

i 11,709

i 7,409

Stock-based compensation

i 80,046

i 52,806

i 8,639

Reduction of operating lease right-of-use assets and accretion of

operating lease liabilities

i 10,748

—

Loss on disposal of property and equipment

i 597

i 582

i 71

Changes in operating assets and liabilities:

Accounts receivable, net

( i 15,833

)

( i 28,542

)

( i 9,982

)

Prepaid expenses and other current assets

( i 4,266

)

( i 1,439

)

( i 5,853

)

Other noncurrent assets

( i 1,419

)

i 702

( i 1,176

)

Deferred commissions

( i 53,978

)

( i 32,813

)

( i 14,765

)

Accounts payable and accrued expenses

i 19,550

i 15,544

i 8,948

Deferred revenue

i 67,478

i 52,604

i 32,413

Payments for operating lease liabilities

( i 10,435

)

—

Other noncurrent liabilities

i 1,475

i 1,073

( i 50

)

Net cash used in operating activities

( i 14,405

)

( i 45,853

)

( i 14,501

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

( i 3,991

)

( i 15,122

)

( i 9,565

)

Capitalized internal-use software

( i 11,023

)

( i 7,397

)

( i 5,801

)

Business combinations, net of acquired cash

( i 33,492

)

—

Net cash used in investing activities

( i 48,506

)

( i 22,519

)

( i 15,366

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from initial public offering, net of underwriting

discounts and commissions

—

i 281,813

—

Proceeds from issuance of common stock in private placement

—

i 20,000

—

Proceeds from issuance of preferred stock, net of issuance costs

—

i 59,881

Proceeds from exercise of stock options

i 21,859

i 6,209

i 3,309

Proceeds from repayment of promissory notes

i 11,526

i 1,914

i 1,534

Proceeds from employee stock purchase plan

i 18,565

—

Payment of exercise of warrants

—

i 37

—

Taxes paid related to net share settlement of equity awards

—

( i 28,422

)

—

Principal payments on finance lease obligations

( i 5,444

)

( i 1,628

)

—

Net cash provided by financing activities

i 46,506

i 279,923

i 64,724

Effect of exchange rate changes on cash, cash equivalents,

and restricted cash

( i 564

)

( i 1,714

)

i 1,264

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS,

AND RESTRICTED CASH

( i 16,969

)

i 209,837

i 36,121

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH -

Beginning of period

i 326,863

i 117,026

i 80,905

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH -

End of period

i 309,894

i 326,863

i 117,026

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest

i 826

i 279

i 5

Cash paid for income taxes

i 945

i 582

i 445

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING

AND FINANCING ACTIVITIES:

Purchases of property and equipment included in liabilities

i 1,331

i 1,435

( i 724

)

Finance leases for property and equipment

i 7,232

i 12,600

—

Deferred offering costs not paid

—

i 213

—

The accompanying notes are an integral part of these consolidated financial statements.

ANAPLAN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Summary of Business and Significant Accounting Policies

Description of Business

Anaplan, Inc. (the Company or Anaplan) was incorporated in Delaware on July 9, 2009 and is headquartered in San Francisco, California, with offices in multiple U.S. and international locations.

The Company provides a cloud-based connected planning platform that helps connect organizations and people to make better and faster decisions. The Company delivers its application over the Internet as a subscription service using a software-as-a-service (SaaS) model. The Company also offers professional services related to implementing and supporting its application.

Fiscal Year

The Company’s fiscal year ends on January 31. References to fiscal 2020, for example, refer to the fiscal year ended January 31, 2020.

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries (collectively, the Company). All significant 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 and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, the determination of revenue recognition, the period of benefit for deferred commissions, the fair value of intangibles and stock awards issued, and the allowance for doubtful accounts. Actual results could differ from those estimates.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is primarily their respective local currency. The Company translates all assets and liabilities of foreign subsidiaries to U.S. dollars at the current exchange rate as of the applicable consolidated balance sheet date. Revenue and expenses are translated at the average exchange rate prevailing during the period. The related unrealized gains and losses from foreign currency translation are recorded in accumulated other comprehensive loss as a separate component of stockholders’ equity. Foreign currency transaction losses were $ i 0.4 million, $ i 1.4 million and $ i 0.4 million for fiscal 2020, 2019, and 2018, respectively, and are included in other expense, net in the consolidated statements of comprehensive loss.

/ i

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with a maturity of i three months or less when purchased to be cash equivalents. Cash and cash equivalents are stated at fair value. Restricted cash represents cash held to collateralize lease obligations.

/ i

Fair Value Measurement

The Company’s financial instruments, other than cash and restricted cash, consists principally of accounts receivable and accounts payable of which the fair value approximates the carrying value of these financial instruments because of their short-term nature.

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation. i Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, which is two or three years for all property and equipment, excluding leasehold improvements. i Leasehold improvements are amortized using the straight-line method over the shorter of i 10 years or the remaining lease term / .

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Business Combinations

The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed as of the acquisition date. During the measurement period, which may be up to i one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of comprehensive loss.

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Goodwill, Intangible Assets and Other Long-Lived Assets

The Company performs a qualitative assessment on goodwill at least annually, during the fourth quarter, or more frequently if indicators of potential impairment exist, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount. If it is determined in the qualitative assessment that the fair value of a reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test. The quantitative goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. Any excess in the carrying value of a reporting unit’s goodwill over its fair value is recognized as an impairment loss, limited to the total amount of goodwill allocated to that reporting unit. For purposes of goodwill impairment testing, the Company has one reporting unit.

Acquisition-related intangible assets with finite lives are amortized over their estimated useful lives. The Company evaluates long-lived assets, including property, equipment and leasehold improvements and other intangible assets subject to amortization, for recoverability whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable based on expected future cash flows attributable to that asset or asset group. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds estimated undiscounted future cash flows, then an impairment charge would be recognized based on the excess of the carrying amount of the asset or asset group over its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value less costs to sell.

There were no material impairment charges recognized related to goodwill, intangible assets, or other long-lived assets during fiscal 2020, 2019, and 2018.

Leases

The Company adopted Accounting Standards Codification Topic 842 (ASC 842), Leases, effective February 1, 2019, using the effective date transition method, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. The Company elected to use certain practical expedients permitted under the transition guidance within the new guidance, which allows it to carry forward the historical accounting relating to lease identification and classification for existing leases upon adoption. The Company also elected not to use the hindsight practical expedient in determining the lease term and impairment of the right-of-use (ROU) assets and elected to keep operating leases with an initial term of 12 months or less off of its consolidated balance sheet. The Company elected not to separate lease and non-lease components for all classes of underlying assets. Adoption of the new standard had a material impact on the Company’s consolidated balance sheets related to the recognition of ROU assets and lease liabilities for operating leases. The adoption had no impact on the Company’s consolidated statements of operations or total cash flows from operations.

The cumulative effect of the changes made to the Company’s consolidated balance sheet as of February 1, 2019 were as follows:

Classification

Balance

at January

31, 2019

ASC 842

Adjustments

Balance

at February

1, 2019

(In thousands)

Assets

Finance lease assets

Property and equipment - net

i 14,227

—

i 14,227

Operating lease assets

Operating lease right-of-use assets

—

i 38,175

Liabilities

Current:

Finance lease liabilities

Accrued expenses

i 4,511

—

i 4,511

Operating lease liabilities

Operating lease liabilities, current portion

—

i 8,103

Non-current:

Finance lease liabilities

Other noncurrent liabilities

i 8,088

—

i 8,088

Operating lease liabilities

Operating lease liabilities, net of current

portion

—

i 33,164

The ROU assets were presented net of deferred rent liabilities of $ i 3.1 million as of February 1, 2019. The adoption had no impact on cash flows other than a change within operating cash flows.

The Company determines if an arrangement is a lease at inception. The Company’s lease agreements do not contain any material options to extend or terminate leases, any material residual value guarantees, any material restrictions or covenants, or any material variable lease payments. Any variable lease payments consist of common area maintenance, taxes and other costs and are expensed as incurred.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term at the commencement date. In determining the present value of lease payments, the Company uses its country specific incremental borrowing rate based on the information available at the lease commencement date, including the lease term, for operating leases. The incremental borrowing rate is a hypothetical rate based on the Company’s understanding of what its credit rating would be within each country. Upon adoption, the operating lease ROU asset was valued at the amount of the lease liabilities adjusted for the remaining balance of unamortized lease incentives, prepaid rent, and deferred rent as of January 31, 2019. Upon adoption, finance lease ROU assets and liabilities are recognized based on the carrying amount of the lease assets and lease liabilities. The finance lease ROU asset also includes any remaining unamortized initial direct costs. Lease expense is recognized on a straight-line basis over the lease term.

Concentration of Risk and Significant Customers

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents, and restricted cash with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation.

The Company markets its subscription and services in the United States and in foreign countries through its direct sales force and partners. i i i No / / customer accounted for more than 10% of total revenue for fiscal 2020, 2019, and 2018, or more than 10% of total accounts receivable as of January 31, 2020 and 2019.

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Segment Information

The Company operates in i one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level.

The following table summarizes the Company’s long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets:

As of January 31,

2019

2018

(In thousands)

Long-lived assets

United States

i 67,104

i 36,171

i 16,873

United Kingdom

i 15,235

i 5,458

i 431

Other

i 4,175

i 1,711

i 1,017

Total

i 86,514

i 43,340

i 18,321

Revenue by geographical region is discussed below in the Revenue Recognition disclosures.

Accounts Receivable, net

Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on a combination of factors. In establishing any required allowance, management considers historical losses adjusted to take into account current market conditions and the Company’s customers’ financial condition, the amount of any receivables in dispute, and the current receivables aging and current payment terms. Accounts receivable deemed uncollectable are charged against the allowance for doubtful accounts when identified. As of January 31, 2020 and 2019, the allowance for doubtful accounts activity was not significant.

Revenue Recognition

The Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, effective February 1, 2018, using the full retrospective transition method.

The Company derives revenue primarily from sales of subscription services and, to a lesser degree, from professional services. Revenue is recognized when a customer obtains access to the platform and receives the related professional services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services.

The Company determines revenue recognition through the following steps:

1. Identification of the contract, or contracts, with the 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

5. Recognition of the revenue when, or as, a performance obligation is satisfied

Subscription Revenue

The Company generates revenue primarily from sales of subscriptions to access its cloud-based business and execution planning platform. Subscription arrangements with customers do not provide the customer with the right to take possession of the software operating the platform. Instead, customers are granted continuous access to the platform over the contractual period. A time-elapsed method is used to measure progress because the Company’s obligation is to provide continuous service over the contractual period. Accordingly, the fixed consideration related to subscription revenue is recognized ratably over the contract term beginning on the date access to the platform is provided.

The typical subscription term is two to three years and customers are generally invoiced in annual installments at the beginning of each year within the subscription period. Most contracts are non-cancelable over the contractual term. Some customers have the option to purchase additional subscription services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced within a range of prices provided to other customers for the same products and, as such, would not result in a separate performance obligation.

Professional Services Revenue

Professional services revenue consists of fees associated with implementation or consultation services, and training. Professional services do not result in significant customization of the subscription service and are considered distinct. A substantial majority of the professional service contracts are recognized on a time and materials basis and the related revenue is recognized as the service hours are performed. For time and materials projects, the Company invoices for professional services as the work is incurred and in arrears.

Contracts with Multiple Performance Obligations

Most contracts with customers contain multiple performance obligations that are distinct and accounted for separately. The transaction price is allocated to the separate performance obligations on a relative SSP basis. The Company determines SSP for all performance obligations using observable inputs, such as standalone sales and historical contract pricing. SSP is consistent with the Company’s overall pricing objectives, taking into consideration the type of subscription services and professional and other services. SSP also reflects the amount the Company would charge for that performance obligation if it were sold separately in a standalone sale, and the price the Company would sell to similar customers in similar circumstances.

Variable Consideration

Revenue from sales is recorded based on the transaction price, which includes estimates of variable consideration.

Variable consideration may exist where a customer has purchased professional services that are sold on a time and materials basis. The Company estimates the number of hours expected to be incurred based on an expected values approach that considers historical hours incurred for similar projects based on the types and sizes of customers.

Disaggregation of Revenue

The following table summarizes the revenue by region based on the shipping address of customers who have contracted to use the Company’s cloud-based application:

Year Ended January 31,

2019

2018

Amount

Percentage

of Revenue

Amount

Percentage

of Revenue

Amount

Percentage

of Revenue

(In thousands, except percentage data)

Americas

i 205,345

i 59

i 141,595

i 59

i 101,867

i 61

EMEA

i 110,057

i 32

i 78,868

i 33

i 53,123

i 32

APAC

i 32,620

i 9

i 20,179

i 8

i 13,357

i 7

Total

i 348,022

i 100

i 240,642

i 100

i 168,347

i 100

The United States and the United Kingdom were the only two countries that represented more than i 10% of the Company’s revenues in any period, comprised of $ i 197.6 million and i 57%, $ i 136.8 million and i 57%, and $ i 98.5 million and i 59% for the United States in fiscal 2020, 2019, and 2018, respectively, and $ i 41.5 million and i 12%, $ i 32.3 million and i 13%, and $ i 23.1 million and i 14% for the United Kingdom in fiscal 2020, 2019, and 2018, respectively.

Contract Balances

Contract assets represent revenue recognized for contracts that have not yet been invoiced to customers, typically for multi-year arrangements. Total contract assets were $ i 0.2 million and $ i 0.4 million as of January 31, 2020 and 2019, respectively, which were included within prepaid expenses and other current assets on the consolidated balance sheets.

Contract liabilities consist of deferred revenue. Revenue is deferred when the Company has the right to invoice in advance of performance under a contract. The current portion of deferred revenue balances are recognized over the following 12-month period. The amount of revenue recognized in fiscal 2020, 2019, and 2018 that was included in deferred revenue at the beginning of each period was $ i 149.6 million, $ i 101.0 million, and $ i 65.6 million, respectively.

Deferred Commissions

The Company capitalizes sales commissions that are incremental due to the acquisition of customer contracts. These costs are recorded as deferred commissions on the consolidated balance sheets. The Company determines whether costs should be deferred based on its 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 subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rates between new and renewal contracts. Commissions paid upon the initial acquisition of a contract are amortized over an estimated period of benefit of i five years, while commissions paid related to renewal contracts are amortized over the renewal term. Amortization is recognized on a straight-line basis commensurate with the pattern of revenue recognition. Commissions paid on professional services are typically expensed as incurred. The Company determines the period of benefit for commissions paid for the acquisition of the initial subscription contract by taking into consideration the historical initial and renewal contractual terms, estimated renewal rates, and the technological life of the platform and related significant features. The Company determines the period of benefit for renewal subscription contracts by considering the average contractual term for renewal contracts. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of comprehensive loss.

The Company periodically reviews deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit. There were i no impairment losses recorded during the periods presented.

The following table represents a rollforward of the Company’s deferred commissions:

	As of January 31,
	2020			2019
	(In thousands)
Beginning balance	$	i 50,890		$	i 30,669
Additions to deferred commissions		i 53,978			i 33,060
Amortization of deferred commissions		( i 20,508	)		( i 11,709	)
Foreign currency translation effect of deferred commissions		( i 423	)		( i 1,130	)
Ending balance	$	i 83,937		$	i 50,890
Deferred commissions, current (to be recognized in next 12 months)		i 25,990			i 15,827
Deferred commissions, net of current portion		i 57,947			i 35,063
Total deferred commissions	$	i 83,937		$	i 50,890

/ / i

Remaining Performance Obligations

As of January 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $ i 656.2 million, which consists of both billed consideration in the amount of $ i 220.2 million and unbilled consideration in the amount of $ i 436.0 million that the Company expects to recognize as revenue. The Company expects to cumulatively recognize approximately i 50% and i 82% of this amount as revenue in the next i 12 months and i 24 months, respectively, with the remaining balance recognized thereafter.

The Company applied a practical expedient allowing it not to disclose the amount of the transaction price allocated to the remaining performance obligations for contracts with an original expected duration of i one year or less.

Cost of Revenue

Cost of Subscription Revenue

Cost of Professional Services Revenue

Cost of professional services primarily consists of costs related to providing implementation services, optimization services, and training, and includes compensation and other employee-related expenses for professional services staff, costs of subcontractors, and travel.

Advertising Costs

Advertising costs are expensed as incurred in sales and marketing expense and amounted to $ i 17.7 million, $ i 15.1 million, and $ i 11.0 million for fiscal 2020, 2019, and 2018, respectively.

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Stock-Based Compensation

Prior to the IPO, the Company’s board of directors determined the fair value of its common stock using various valuation methodologies, including valuation analyses performed by third-party valuation firms. After the IPO, the Company uses the publicly quoted market closing price as reported on the New York Stock Exchange as the fair value of its common stock.

The Company measures the cost of employee services received in exchange for an award of equity instruments, including stock options, stock purchase rights (SPRs), restricted stock units (RSUs), and purchase rights issued under the 2018 Employee Stock Purchase Plan (ESPP), based on the estimated grant-date fair value of the award. The Company calculates the fair value of options, SPRs, and the purchase rights issued under ESPP using the Black-Scholes option-pricing model and the related expense is recognized using the straight-line attribution approach. The vesting period is the period the employee is required to provide service in exchange for the award.

The Company’s RSUs granted under the 2012 Stock Plan (2012 Plan) vest upon the satisfaction of both a service condition and a liquidity condition. Both the service and liquidity conditions must be met for the expense to be recognized. The liquidity condition was satisfied upon the IPO, and the Company recognized an expense of $ i 29.9 million in the three months ended October 31, 2018 for the portion of the RSUs that had met the service condition as of such date.

The Company’s RSUs granted after the IPO under the 2018 Equity Incentive Plan (2018 Plan) vest upon the satisfaction of a service condition and do not have a corresponding liquidity condition.

As of January 31, 2020, unrecognized stock-based compensation cost related to outstanding unvested RSUs that are expected to vest was $ i 153.4 million, which is expected to be recognized over a weighted-average period of i 3.15 years.

Stock-based compensation expense includes the impact of estimated forfeitures, and has been allocated between cost of revenue and operating expense lines based on the cost category of the respective award holders.

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Income Taxes

Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company has recorded a valuation allowance against substantially all deferred tax assets. Realization of its deferred tax assets is dependent primarily upon future U.S., U.K. and Israel taxable income.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Capitalized Software Development Costs

The Company capitalizes software development costs in connection with its cloud-based business modeling and planning software application, as well as certain projects for internal use, as incurred. Qualifying computer software costs that are incurred during the application development stage are capitalized. The Company capitalized $ i 13.6 million, $ i 8.1 million, and $ i 5.8 million related to software costs incurred during fiscal 2020, 2019, and 2018, respectively. Capitalized software costs are amortized on a straight-line basis over the estimated useful life of the related software, which is generally i two to i three years, in cost of subscription revenue.

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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. The Company considers all series of 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 the convertible preferred stock do not have a contractual obligation to share in the losses of the Company. Under the two-class method, net loss would be attributed to common stockholders and participating securities based on their participation rights.

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. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the potentially dilutive impact of convertible preferred stock, stock options, restricted stock units, stock repurchase rights, convertible preferred stock warrants, and common stock warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, which clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. In April 2019, the FASB issued ASU 2019-04 “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments”, which clarifies treatment of certain credit losses. In May 2019, the FASB issued ASU 2019-05, “Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief”, which permits an entity, upon adoption of ASU 2016-13, to irrevocably elect the fair value option (on an instrument-by-instrument basis) for eligible financial assets measured at amortized cost basis. The guidance will be effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11. This ASU contains the same effective dates and transition requirements as ASU 2016-13. The Company continues to assess the impact of this ASU and does not expect it to be material on its consolidated financial statements and disclosures upon adoption.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles of income taxes and reducing the cost and complexity in accounting for income taxes. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is in the process of assessing the impact of this ASU on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In February 2016 and July 2018, the FASB issued ASU 2016-02 “Leases”, ASU 2018-10 “Codification Improvements to Topic 842, Leases”, and ASU 2018-11 “Leases (Topic 842): Targeted Improvements”, which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new guidance requires that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The Company adopted the guidance starting February 1, 2019 using a prospective transition approach. The adoption of the new standard resulted in changes to the Company’s accounting policies for leases and resulted in additional disclosures as noted in the leases section in Note 4.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this ASU change the definition of a business to assist with evaluating when a set of transferred assets and activities is a business. The Company adopted the guidance during fiscal year 2020. The adoption of the new standard had no impact on the Company’s consolidated financial statements and disclosures.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU eliminate Step 2 from the goodwill impairment test, which requires entities to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value, determined in step 1. This guidance is effective prospectively for interim and annual reporting periods beginning after December 15, 2019. The Company early adopted the guidance during fiscal year 2020. The adoption of the new standard had no impact on the Company’s consolidated financial statements and disclosures.

In August 2018, the FASB issued ASU 2018-15 “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”. The new guidance amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain costs as if the arrangement were an internal-use software project. The guidance will be effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted the guidance starting February 1, 2019 using a prospective transition approach. The adoption of the new standard had no material impact on the Company’s consolidated financial statements and disclosures.

(2) Consolidated Balance Sheet Components

Property and Equipment, net

Property and equipment consisted of the following:

	As of January 31,
	2020			2019
	(In thousands)
Computer and office equipment	$	i 46,986		$	i 37,990
Leasehold improvements		i 12,728			i 11,823
Internal-use software		i 29,445			i 17,810
Construction in progress		i 3,943			i 1,041
Property and equipment, gross		i 93,102			i 68,664
Less: accumulated depreciation		( i 44,463	)		( i 25,324	)
Property and equipment, net	$	i 48,639		$	i 43,340

Depreciation expense was $ i 19.9 million, $ i 12.7 million, and $ i 7.2 million for fiscal 2020, 2019, and 2018, respectively.

The Company capitalized $ i 13.6 million and $ i 8.1 million in internal-use software for fiscal 2020 and 2019, of which $ i 2.3 million and $ i 0.6 million was stock-based compensation expense. Amortization of the capitalized internal-use software, included in total depreciation expense above was $ i 6.1 million and $ i 3.9 million for fiscal 2020 and 2019, respectively.

Accrued Expenses

Accrued expenses consisted of the following:

	As of January 31,
	2020		2019
	(In thousands)
Vendor accruals	$	i 11,098	$	i 6,237
Accrued commission		i 10,033		i 10,000
Accrued bonuses		i 14,279		i 11,759
Accrued other payroll liabilities		i 21,077		i 10,112
Current portion of finance lease obligations		i 6,956		i 4,512
Accrued other		i 15,581		i 9,950
Accrued expenses	$	i 79,024	$	i 52,570

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(3) Bank Borrowing

In April 2018, the Company entered into a syndicated loan agreement with Wells Fargo to provide a secured revolving credit facility that allows the Company to borrow up to $ i 40.0 million, subject to an accounts receivable borrowing base, for general corporate purposes through April 2020. i Any advances drawn on the credit facility will incur interest at a rate equal to (i) the highest of (A) the prime rate, (B) the federal funds rate plus i 0.5%, and (C) the one-month LIBOR plus i 1% less (ii) 0.5%. Interest is payable monthly in arrears with the principal and any accrued and unpaid interest due on April 30, 2020. / This syndicated loan agreement was subsequently amended in September 2018 and October 2019. As of January 31, 2020, the Company had i not drawn down any amounts under this agreement. The Company was in compliance with the financial covenants contained in the agreement as of January 31, 2020.

(4) Leases

The Company leases certain facilities under operating leases that expire from fiscal 2020 to 2028. Starting in fiscal 2019, the Company entered into finance leases to finance equipment.

The components of lease expense were as follows:

	Year Ended January 31, 2020
	(In thousands)
Operating lease costs	$	i 10,748
Finance lease costs
Amortization of assets	$	i 5,737
Interest on lease liabilities		i 826
Total finance lease costs	$	i 6,563

Supplemental balance sheet information related to leases is as follows:

	As of January 31, 2020
	(In thousands)
Operating leases:
Operating lease ROU assets	$	i 37,875
Operating lease liabilities, current portion	$	i 7,278
Operating lease liabilities, net of current portion		i 34,017
Total operating lease liabilities	$	i 41,295
Finance leases:
Property and equipment, gross	$	i 21,321
Less: accumulated depreciation		( i 7,347	)
Property and equipment, net	$	i 13,974
Accrued expenses	$	i 6,956
Other noncurrent liabilities		i 7,261
Total finance lease liabilities	$	i 14,217

Weighted-average lease terms and discount rates are as follows:

	As of January 31, 2020
	Operating Leases	Finance Leases
Weighted-average remaining lease terms	i 5.6 years	i 2.1 years
Weighted-average discount rates	i 5.6%	i 5.3%

Future minimum lease payments under operating leases and finance leases as of January 31, 2020 are as follows:

	As of January 31, 2020
	Operating Leases			Finance Leases
	(In thousands)
Years ending January 31,
2021	$	i 9,077		$	i 7,639
2022		i 7,997			i 5,868
2023		i 8,024			i 1,595
2024		i 7,649			—
2025		i 6,956			—
Thereafter		i 9,553			—
Total lease payments		i 49,256			i 15,102
Less: amount representing interest		( i 7,491	)		( i 885	)
Less: leases less than 12 months		( i 470	)		—
Total lease liabilities	$	i 41,295		$	i 14,217

The Company enters into commitments to lease computer and office equipment for which the timing of the lease payments is not determined until the date of acceptance. As of January 31, 2020, the amounts related to these leases were approximately $ i 0.6 million, which are to be paid over i three years after the date of acceptance.

Future minimum lease payments under operating leases and finance leases as of January 31, 2019, prior to the Company’s adoption of the new lease standard, were as follows:

	As of January 31, 2019
	Operating Leases		Finance Leases
	(In thousands)
Years ending January 31,
2020	$	i 10,994	$	i 5,438
2021		i 8,534		i 5,366
2022		i 7,065		i 3,369
2023		i 7,256		i 386
2024		i 7,342		—
Thereafter		i 16,427		—
Total future minimum payments	$	i 57,618	$	i 14,559

Under ASC 840, the previous lease standard, total rent expense under operating leases for fiscal 2019 was $ i 11.4 million.

(5) Business Combination

On i October 3, 2019, the Company acquired all outstanding shares of Mintigo Limited (Mintigo), an Israel-based company that provides a predictive analytics platform for marketing and sales. The acquisition of Mintigo is intended to enhance the predictive capabilities of the Company’s solutions.

The allocation of the purchase price for this acquisition has been prepared on a preliminary basis and changes to the allocation to certain assets, liabilities, and tax estimates may occur as additional information becomes available.

The following table summarizes the preliminary allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed:

	(In thousands)
Cash	$	i 2,735
Other current and noncurrent assets		i 1,793
Intangible assets		i 7,300
Goodwill		i 32,379
Deferred revenue		( i 2,100	)
Other current and noncurrent liabilities		( i 5,880	)
Total purchase consideration	$	i 36,227

The intangible assets acquired consist of developed technology of $ i 5.2 million, and customer relationships of $ i 2.1 million and were assigned useful lives of 5 and i 7 years, respectively. The fair value of the developed technology was determined utilizing the multi-period excess earning method, and the with-and-without method was utilized to determine the fair value of customer relationships. The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill, and is attributable to Mintigo’s workforce and the synergies expected to arise from the acquisition. The Company does not expect goodwill to be deductible for income tax purposes.

Acquisition-related costs of approximately $ i 1.3 million were included in general and administrative expenses during fiscal 2020 in the consolidated financial statements. The total cash consideration was $ i 33.5 million, net of cash acquired of $ i 2.7 million, and was fully paid in fiscal 2020.

The consolidated financial statements include the operating results of the acquisition from the date of acquisition. Pro forma results of operations for the acquisition have not been presented because the effects of the acquisition, individually and in the aggregate, were not material to the financial results of the Company.

Additionally, the Company entered into retention agreements with employees of Mintigo who joined the Company after the acquisition, totaling up to approximately $ i 10.0 million. As payment of these retention agreements is contingent upon the continuous service of these employees with the Company, they are being accounted for as compensation over the required service period of i three years commencing from the acquisition date.

(6) Acquisition-Related Intangible Assets

The components of identifiable intangible assets included in “Other noncurrent assets” are as follows:

As of January 31, 2020

Intangible

Assets, Gross

Accumulated

Amortization

Intangible

Assets, Net

Remaining

Amortization

Periods

(In thousands)

Developed technology

i 5,200

( i 346

)

i 4,854

i 4.8 years

Customer relationships

i 2,976

( i 977

)

i 1,999

i 6.8 years

Total

i 8,176

( i 1,323

)

i 6,853

As of January 31, 2019

Intangible

Assets, Gross

Accumulated

Amortization

Intangible

Assets, Net

Remaining

Amortization

Periods

(In thousands)

Customer relationships

i 876

( i 841

)

i 35

<1 year

Total

i 876

( i 841

)

i 35

Amortization expense of acquisition-related intangible assets was $ i 0.5 million, $ i 0.2 million and $ i 0.2 million for fiscal 2020, 2019 and 2018, respectively.

The expected future intangible assets amortization as of January 31, 2020 is as follows:

	As of January 31, 2020
	(In thousands)
Years ending January 31,
2021	$	i 1,340
2022		i 1,340
2023		i 1,340
2024		i 1,340
2025		i 993
Thereafter		i 500
Total future intangible assets amortization	$	i 6,853

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(7) Common Stock and Employee Stock Plans

As of January 31, 2020, the Company was authorized to issue i 1,750,000,000 shares of common stock. i Shares were reserved for future issuance as follows:

	As of January 31,
	2020		2019
	(In thousands)
Outstanding stock options		i 10,198		i 14,986
Outstanding restricted stock units		i 10,260		i 10,894
Outstanding stock purchase rights		i 5		i 4,776
Shares available for future issuances under the 2018 Stock Plan		i 17,071		i 13,411
Shares available for future issuances under the 2018 ESPP		i 2,786		i 2,700
Total		i 40,320		i 46,767

2012 Stock Plan

In March 2012, the Company adopted the 2012 Plan, under which officers, employees, and consultants may be granted various forms of equity incentive compensation at the discretion of the Board of Directors, including stock options, RSUs, and SPRs. The awards have varying terms, but generally vest over four years, and are issued at the fair value of the shares of common stock on the date of grant.

In connection with the IPO, the 2012 Plan was terminated and the number of shares of common stock reserved under the 2012 Plan that were not issued or subject to outstanding awards under the 2012 Plan on the IPO date were transferred to the 2018 Plan. As of January 31, 2020, options to purchase and RSUs to convert to a total of i 14.6 million shares of common stock were outstanding under the 2012 Plan pursuant to their original terms and i no shares were available for future grant.

2018 Stock Plan

In October 2018, the Company adopted the 2018 Plan, which became effective on October 11, 2018 and serves as the successor to the Company’s 2012 Plan, and provides various forms of equity incentive awards to the Company’s officers, employees and consultants at the discretion of the Board of Directors. The awards have varying terms, but generally vest over i four years, and are issued at the fair value of the shares of common stock on the date of grant.

As of January 31, 2020, options to purchase and RSUs to convert to a total of i 5.9 million shares of common stock were outstanding under the 2018 Plan. i On the first day of each fiscal year of the Company during the term of the 2018 Plan, commencing on February 1, 2019 and ending on (and including) February 1, 2028, the aggregate number of common shares that may be issued under the 2018 Plan shall automatically increase by a number equal to the least of (a) i 5% of the total number of common shares issued and outstanding on the last day of the preceding fiscal year, (b) i 7,500,000 of common shares subject to anti-dilution adjustments or (c) a number of common shares determined by the Company’s board of directors. /

Employee Stock Purchase Plan

In September 2018, the Company adopted the 2018 Employee Stock Purchase Plan (the ESPP), which became effective on October 12, 2018. The ESPP initially authorizes the issuance of i 2,700,000 shares of the Company’s common stock pursuant to purchase rights granted to eligible employees. i The number of shares of common stock available for sale under the ESPP also includes an annual increase on the first day of each fiscal year beginning on February 1, 2019, equal to the least of: (i) i 1% of the outstanding shares of common stock as of the last day of the preceding fiscal year, (ii) i 1,500,000 shares of stock subject to anti-dilution adjustments or (iii) such other amount as the board of directors may determine / .

Except for the initial offering period, the ESPP provides for 12-month offering periods beginning June 21 and December 21 of each year, and each offering period will consist of two six-month purchase periods. The initial offering period began October 12, 2018 and ended on December 20, 2019. On each purchase date, eligible employees will purchase the shares at a price per share equal to i 85% of the lesser of (1) the fair market value of the Company’s stock on the offering date or (2) the fair market value of our stock on the purchase date.

For fiscal 2020, i 1.2 million shares of common stock were purchased under the ESPP at a weighted-average price of $ i 15.78 per share, and $ i 5.9 million of stock-based compensation expense was recorded. During fiscal 2019, there was i no common stock purchased under the ESPP, and $ i 1.6 million of stock-based compensation expense was recorded.

The Company accounted for the stock purchase rights under ESPP at the grant date (first day of the offering period) by valuing each purchase period separately. i The Black-Scholes assumptions used to value the ESPP are as follows:

	Year Ended January 31,
	2020		2019
ESPP:
Risk-free interest rate	1.52% - 2.69%		2.51% - 2.69%
Expected term (years)	0.50 - 1.19		0.69 - 1.19
Expected volatility	32.5% - 42.9%		32.5% - 34.9%
Expected dividend yield		—		—

Stock Purchase Rights (SPRs) with Recourse Notes

SPRs have been issued in exchange for recourse promissory notes with the aggregate price of the underlying shares as the principal amount. The promissory notes are collateralized by the related common stock. Repayment is due between four and i 12 years from the date of the promissory notes or earlier in certain circumstances. In addition, any proceeds from the sale of shares purchased with the notes must be applied to repay the outstanding note receivable balance. The Company has a right to repurchase the shares if the employee’s service period is not fulfilled or upon termination of employment at the original per share issuance price. i The right of repurchase lapses over an employee service period which is typically i four years with i 25% vesting on the first anniversary of the vesting commencement date and 1/48 each month thereafter. The Company deemed all employee recourse promissory notes to be non-substantive in nature and therefore the notes are not reflected in the consolidated balance sheets and consolidated statements of stockholders’ equity. / Rather, the note issuances and the share purchases are accounted for as share option grants, with the related share-based compensation measured using the Black-Scholes option-pricing model and recognized over the vesting periods.

There were i i i no / / SPRs issued since fiscal 2017.

Shares underlying the SPRs are presented as outstanding on the consolidated balance sheets and consolidated statements of stockholders’ equity as the shares have voting and dividend rights and are thus considered legally outstanding. The number of these outstanding SPRs was immaterial as of January 31, 2020. During fiscal 2019 and 2018, i 4.8 million, and i 8.8 million of these underlying shares, respectively, have been excluded from the respective net loss per share calculations because the shares are considered contingently issuable and subject to repurchase.

A summary of the SPR activities for fiscal 2020 is as follows:

	Number of SPRs			Weighted- Average Exercise Price
	(In thousands)
Non-vested SPRs as of January 31, 2019		i 406
Vested		( i 266	)	$	i 4.59
Repurchased		( i 135	)	$	i 4.59
Non-vested SPRs as of January 31, 2020		i 5

During fiscal 2020, 2019, and 2018, the Company recorded stock-based compensation expense of $ i 0.4 million, $ i 0.6 million, and $ i 1.4 million, respectively, related to the SPRs. During fiscal 2018, the Company recorded stock-based compensation expense of $ i 0.5 million related to the accelerated vesting of certain SPRs for i one former director.

As of January 31, 2020, unrecognized stock-based compensation costs related to outstanding unvested SPRs that are expected to vest was immaterial.

Share Repurchase

During fiscal 2020, 2019, and 2018, the Company repurchased approximately i 0.1 million unvested shares from i one employee, i 0.2 million unvested shares from i one employee and i 1.0 million unvested shares from i two employees, respectively. The share repurchases took place upon termination of employment by cancelling the principal balance of the related note, plus any accrued interest from the date of purchase related to the unvested portion.

Stock Options and Restricted Stock Units

Stock options can be granted with an exercise price equal to or greater than the stock’s fair value at the date of grant. Most awards have i 10-year terms and vest and become exercisable at a rate of i 25% on the first anniversary of the vesting commencement date and 1/48th each month thereafter. Options granted may include provisions for early exercisability.

The Black-Scholes assumptions used to value the employee options at the grant dates are as follows:

	Year Ended January 31,
	2020		2019		2018
Stock Options:
Fair value of common stock	$32.75 - $58.82		$7.12 - $25.10		$5.38 - $6.14
Risk-free interest rate	1.51% - 2.54%		2.68% - 3.00%		1.88% - 2.54%
Expected term (years)	5.07 - 6.25		6.06 - 6.26		6.08
Expected volatility	37.5% - 38.8%		37.0% - 37.8%		38.0% - 41.6%
Expected dividend yield		—		—		—

These assumptions and estimates were determined as follows:

•

Fair Value of Common Stock. Prior to the IPO, the Company’s board of directors determined the fair value of its common stock using various valuation methodologies, including valuation analyses performed by third-party valuation firms. After the IPO, the Company uses the publicly quoted market closing price as reported on the New York Stock Exchange as the fair value of its common stock.

•

Risk-Free Interest Rate. The risk-free interest rate for the expected term of the options was based on the U.S. Treasury yield curve in effect at the time of the grant.

•

Expected Term. The expected term was estimated using the simplified approach, in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the award, as the Company does not have sufficient historical data relating to stock-option exercises.

•

Expected Volatility. As there was no public market for the Company’s common stock prior to IPO, the Company has limited information on the volatility of its common stock. Accordingly, the expected volatility for the Company was estimated by taking the average historic price volatility for industry peers, consisting of several public companies in the Company’s industry which are either similar in size, stage of life cycle, or financial leverage, over a period equivalent to the expected term of the awards.

•

Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of i zero was used.

A summary of stock option and RSU activities for fiscal 2020 is as follows:

				Options Outstanding									RSUs Outstanding
	Shares Available for Grant			Shares Subject to Options Outstanding			Weighted Average Exercise Price		Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Shares			Weighted- Average Grant Date Fair Value
	(in thousands, except weighted average exercise price, average remaining contractual life and weighted average grant date fair value)
Balance as of January 31, 2019		i 13,411			i 14,986		$	i 5.99		7.92	$	i 380,673		i 10,894		$	i 12.01
Shares authorized		i 6,312			-			-		-		-		-			-
Options granted		( i 1,463	)		i 1,463			i 42.60		-		-		-			-
Options exercised		-			( i 4,755	)		i 4.60		-		-		-			-
Options forfeited		i 1,496			( i 1,496	)		i 7.31		-		-		-			-
Shares repurchased		i 135			-			-		-		-		-			-
RSUs granted		( i 4,121	)		-			-		-		-		i 4,121			i 42.56
RSUs vested		-			-			-		-		-		( i 3,454	)		i 11.69
Shares withheld related to net share settlement of RSUs		-			-			-		-		-		-			-
RSUs forfeited		i 1,301			-			-		-		-		( i 1,301	)		i 17.41
Balance as of January 31, 2020		i 17,071			i 10,198		$	i 11.69		7.55	$	i 468,079		i 10,260		$	i 23.70
Exercisable as of January 31, 2020					i 4,645		$	i 5.46		6.60	$	i 242,140		-			-
Vested and expected to vest as of January 31, 2020					i 9,561		$	i 10.98		7.47	$	i 445,646		i 8,877			-

The total intrinsic value of the options exercised during fiscal 2020, 2019, and 2018 was $ i 194.1 million, $ i 24.2 million, and $ i 8.9 million, respectively. The intrinsic value is calculated as the difference between the fair value of the underlying common stock at the exercise date and the exercise price of the stock option.

The weighted-average grant date fair value of options granted during fiscal 2020, 2019, and 2018 was $ i 13.87, $ i 5.48, and $ i 2.41, respectively.

As of January 31, 2020, unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $ i 28.0 million, which is expected to be recognized over a weighted-average period of i 2.29 years.

RSUs granted under the 2012 Stock Plan (2012 Plan) vest upon the satisfaction of both a service condition and a liquidity condition. Both the service and liquidity conditions must be met for the expense to be recognized. The liquidity condition was satisfied upon completion of our IPO, and we recognized an expense of $ i 29.9 million in the three months ended October 31, 2018 for the portion of the RSUs that had met the service condition as of such date. In connection with the IPO, the 2012 Plan was terminated and the number of shares of common stock reserved under the 2012 Plan that were not issued or subject to outstanding awards under the 2012 Plan on the IPO date were transferred to the 2018 Plan.

The RSUs granted after the IPO under the 2018 Plan solely vest upon the satisfaction of a service condition.

Stock-Based Compensation

The stock-based compensation expense, net of estimated forfeitures, by line item in the accompanying consolidated statements of comprehensive loss is summarized as follows:

Year Ended January 31,

2019

2018

(In thousands)

Cost of subscription revenue

i 2,547

i 831

i 148

Cost of professional services revenue

i 2,199

i 851

i 507

Research and development

i 10,608

i 3,826

i 742

Sales and marketing

i 34,428

i 15,475

i 3,496

General and administrative

i 30,264

i 31,823

i 3,746

Total stock-based compensation expense

i 80,046

i 52,806

i 8,639

The Company’s estimated forfeiture rate is based on accumulated historical forfeiture data.

The capitalized stock-based compensation expense relating to research and development expense was $ i 2.3 million, $ i 0.6 million, and $ i 0.2 million during fiscal 2020, 2019, and 2018, respectively.

(8) Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or a liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

–

Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

–

Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

–

Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

The Company did i i i i i i i i no / / / / / / / t hold any assets or liabilities that are measured at fair value on a recurring basis as of January 31, 2020 or 2019 and there were i i i i i i i i i i i i i i i i i i i i no / / / / / / / / / / / / / / / / / / / transfers into or out of Level 1, Level 2, or Level 3 during fiscal 2020, 2019, and 2018.

/ i

(9) Commitments and Contingencies

Indemnifications

The Company delivers its application over the Internet as a subscription service using a SaaS model. Each subscription is subject to the terms of the contractual arrangement with the customer and generally includes certain provisions for holding the customer harmless against and indemnifying the customer for costs, damages, losses, liabilities, and expenses arising from claims that the Company’s software infringes upon a copyright, trademark, or other trade secret rights, and third-party claims arising from the Company’s breach of the contract.

The Company has not incurred any expense in defense or reimbursement of any of its customers for losses related to indemnification provisions, and no material claims against the Company are outstanding as of January 31, 2020 and 2019. The Company’s exposure under these indemnification provisions is generally capped at a fixed amount in many customer agreements and uncapped in others. Due primarily to the lack of history of prior indemnification claims and the unique facts and circumstances involved in each particular contractual arrangement, the Company has determined that potential costs related to indemnification are not probable or estimable and, as such, has not recorded a reserve for fiscal 2020, 2019, or 2018.

Warranties

The Company provides a warranty for the implementation services it performs for its subscription services to its customers for a period of i 30 days after completion of the services. The Company’s services are generally warranted to conform to the specifications set forth in the related customer contract and published documentation. In the event there is a failure of such warranties, the Company generally will correct the problem or provide a reasonable workaround or replacement product. If the Company cannot correct the problem or provide a workaround or replacement product, then the customer’s remedy is generally limited to termination of the contractual arrangement related to the nonconforming product services with a refund of the related fees paid. Accordingly, no amounts have been recorded.

Legal Matters

The Company is a party to various legal proceedings and claims, which arise in the ordinary course of business. As of January 31, 2020 and 2019, the Company determined that there was not at least a reasonable possibility that it had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to such proceedings.

Other Contractual Commitments

Other contractual commitments primarily consist of data center and IT operations related to our daily business operations. i Future minimum payments under our non-cancellable purchase commitments as of January 31, 2020 are presented in the table below:

	Purchase Obligations
	(In thousands)
Year ended January 31,
2021	$	i 14,772
2022		i 10,178
2023		i 4,780
2024		i 1,655
Total future minimum payments	$	i 31,385

(10) Income Taxes

The components of the loss before income taxes were as follows:

	Year Ended January 31,
	2020			2019			2018
	(In thousands)
Domestic	$	( i 115,107	)	$	( i 89,375	)	$	( i 20,382	)
Foreign		( i 29,657	)		( i 38,432	)		( i 25,911	)
Total	$	( i 144,764	)	$	( i 127,807	)	$	( i 46,293	)

The provision for income taxes was as follows:

	Year Ended January 31,
	2020		2019		2018
	(In thousands)
Current:
Federal	$	—	$	—	$	—
State		i 76		i 244		i 10
Foreign		i 1,741		i 2,078		i 1,069
Total current income tax expense		i 1,817		i 2,322		i 1,079
Deferred:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		i 2,636		i 887		i 182
Total deferred income tax expense		i 2,636		i 887		i 182
Total provision for income tax	$	i 4,453	$	i 3,209	$	i 1,261

A reconciliation of the U.S. federal statutory tax rate to the Company’s provision for income taxes was as follows:

	Year Ended January 31,
	2020			2019			2018
	(In thousands)
U.S. federal taxes at statutory tax rate	$	( i 30,400	)	$	( i 26,841	)	$	( i 15,229	)
State taxes, net of federal benefit		( i 9,427	)		( i 3,413	)		( i 790	)
Stock-based compensation		( i 40,628	)		( i 431	)		i 1,653
Change in valuation allowance		i 98,343			i 32,828			( i 7,711	)
Foreign income taxed at various rates		( i 5,986	)		i 1,984			i 4,002
U.S. Tax Reform		—			—			i 19,736
Other		( i 7,449	)		( i 918	)		( i 400	)
Total	$	i 4,453		$	i 3,209		$	i 1,261

Significant components of net deferred tax assets are as follows:

	As of January 31,
	2020			2019
	(In thousands)
Deferred tax assets:
Net operating losses	$	i 184,752		$	i 74,040
Stock-based compensation		i 18,234			i 12,529
Accruals and reserves		i 4,522			i 3,531
Depreciation and amortization		i 253			i 156
Lease liabilities		i 9,545			—
Deferred research and development costs		i 579			—
Gross deferred tax assets		i 217,885			i 90,256
Valuation allowance		( i 189,737	)		( i 79,739	)
Deferred tax liabilities:
Depreciation and amortization		( i 3,647	)		—
Accruals and reserves		( i 2,097	)		( i 528	)
ROU assets		( i 8,387	)		—
Deferred commissions		( i 17,443	)		( i 11,022	)
Gross deferred tax liabilities		( i 31,574	)		( i 11,550	)
Total net deferred tax liabilities	$	( i 3,426	)	$	( i 1,033	)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management believes it is more likely than not that the deferred tax assets will not be realized; accordingly, a valuation allowance has been established on U.S. and U.K. net deferred tax assets. The valuation allowance increased $ i 110.0 million for fiscal 2020 and increased $ i 32.8 million for fiscal 2019.

As of January 31, 2020, the Company has net operating loss carryforwards for federal income tax purposes of $ i 572.2 million available to reduce future income subject to income taxes. The federal net operating loss carryforwards will begin to expire, if not utilized, in fiscal 2029. In addition, the Company has $ i 140.9 million and $ i 207.3 million of net operating loss carryforwards available to reduce future taxable income subject to California state income taxes and all other applicable state jurisdictions, respectively. The California net operating loss carryforwards will begin to expire, if not utilized, in fiscal 2031 through fiscal 2039. The other states’ net operating loss carryforwards will begin to expire at various dates beginning in fiscal 2025 through fiscal 2039, if not utilized. The U.K. net operating loss carryforwards of $ i 182.0 million do not expire.

The federal and state net operating loss carryforwards may be subject to significant limitations under Section 382 and Section 383 of the Code and similar provisions under state law. The Tax Reform Act of 1986 contains provisions that limit the federal net operating loss carryforwards that may be used in any given year in the event of special occurrences, including significant ownership changes. The Company completed an analysis under Code Sections 382 and 383 through January 31, 2019 and concluded that the limitation on its ability to utilize its net operating loss carryforwards will not be material. If there were material ownership changes subsequent to the study, such changes could limit the Company’s ability to utilize its net operating loss carryforwards.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the Tax Reform Act). The Tax Reform Act reduced the U.S. federal corporate income tax rate from i 35% to i 21% effective January 1, 2018. The Company had recorded the estimated effects of the Tax Reform Act in its fiscal 2018 tax provision pursuant to Staff Accounting Bulletin No. 118 (SAB 118) issued by SEC. In its fourth quarter of fiscal 2019, the Company finalized the accounting for the Tax Reform Act and did not record any measurement period adjustments. In addition, the Company computed its fiscal 2020, 2019, and 2018 provision with the tax rate of i 21%, i 21% and i 33%, respectively.

During the quarter ended October 31, 2019, the Company acquired $ i 7.4 million of gross unrecognized tax benefits through purchase accounting from the Mintigo acquisition, of which $ i 6.1 million were not recognized as they would be offset by the reversal of related deferred tax assets which are subject to a full valuation allowance. Prior to year end, $ i 0.8 million of the $ i 6.1 million expired due to the statute of limitations, and accordingly, this amount was removed from the balance of gross unrecognized tax benefits. The remaining $ i 1.3 million of unrecognized tax benefits were included within other noncurrent liabilities on the consolidated balance sheet as of January 31, 2020, and if recognized, would impact the Company’s effective tax rate. The Company does not expect any significant change in its unrecognized tax benefits during the next twelve months that would be material to the consolidated financial statements because nearly all of the unrecognized tax benefits have been offset by a deferred tax asset, which has been reduced by a valuation allowance.

The Company files income tax returns for U.S. federal income tax, several U.S. states, and other foreign jurisdictions. The Company’s most significant tax jurisdictions are the United States and the United Kingdom. The Company’s tax years for 2009 and forward are subject to examination by the federal tax authorities. The Company’s tax years for 2009 and forward are subject to examination by the state tax authorities. The Company’s tax years for 2011 and forward are subject to examination by the foreign tax authorities. The Company is not currently under examination for income tax in any jurisdiction.

(11) Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

	Year Ended January 31,
	2020			2019			2018
	(In thousands, except per share data)
Numerator:
Net loss	$	( i 149,217	)	$	( i 131,016	)	$	( i 47,554	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		i 129,799			i 53,328			i 18,956
Net loss per share attributable to common stockholders, basic and diluted	$	( i 1.15	)	$	( i 2.46	)	$	( i 2.51	)

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows:

As of January 31,

2019

2018

(In thousands)

Convertible preferred stock

—

i 73,610

Stock options

i 10,198

i 14,986

i 15,815

Stock repurchase rights

i 5

i 4,776

i 8,789

Restricted stock units

i 10,260

i 10,894

i 5,249

Unvested shares subject to repurchase

i 6

i 24

—

Convertible preferred stock warrants

—

i 10

Common stock warrants

—

i 14

Total

i 20,469

i 30,680

i 103,487

/ i

(12) Employee Benefit Plans

On January 1, 2013, the Company initiated a savings and retirement plan for employees. The Company’s employee savings and retirement plan is qualified under Section 401 of the Internal Revenue Code. The plan is available to all regular employees on the Company’s U.S. payroll and provides employees with tax-deferred salary deductions and alternative investment options. Employees may contribute up to i 90% of their salary up to the statutory prescribed annual limit. The Company also has a defined-contribution retirement plan that covers substantially all employees in the United Kingdom, Singapore, the Netherlands, France, Sweden, Switzerland, India, Israel, Japan, Austria, and Australia. The Company matches employees’ contributions to the U.S. 401(k) plan, subject to certain limitations. The Company also matches at varying percentages of income, voluntarily or within a statutory scheme, for employees in the countries listed above.

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

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, under the supervision of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of January 31, 2020, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with generally accepted accounting principles.

The effectiveness of our internal control over financial reporting as of January 31, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes 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 quarter ended January 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent 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 is also based in part upon certain assumptions about the likelihood of future events, and there can 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.

100

part iii

item 10. directors, executive officers and corporate governance

The information called for by this item will be set forth in our Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended January 31, 2020 and is incorporated herein by reference.

We have adopted a Code of Conduct and Ethics that applies to all officers, directors and employees, which is available on our Website. The Internet address for our Website is investors.anaplan.com, and the Code of Conduct and Ethics may be found from our main Web page by clicking first on “Investor Center,” in the “About” menu, next on “Governance,” next on “Governance Documents” and then on “Code of Conduct and Ethics.”

We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information on our Website, at the Internet address and location specified above.

item 11. executive compensation

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

item 12. security ownership of certain beneficial owners and management and related stockholder matters

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

item 13. certain relationships and related transactions, and director independence

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

item 14. principal accountING fees and services

The information called for by this item will be set forth in our Proxy Statement and is incorporated herein by reference.

101

PART IV

item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

We have filed the following documents as a part of this Form 10-K:

(a) Financial Statements


	Page
Reports of Independent Registered Public Accounting Firm	69

Consolidated Balance Sheet	72

Consolidated Statements of Comprehensive Loss	73

Consolidated Statements of Stockholders’ Equity	74

Consolidated Statements of Cash Flows	75

Notes to Consolidated Financial Statements	76

(b) Financial Statement Schedules

All schedules are omitted because they are not applicable or the required information is included in the Financial Statements or in the notes thereto.

The following exhibits, as required by Item 601 of Regulation S-K are attached or incorporated by reference as stated below.

Amended and Restated Certificate of Incorporation of Registrant.

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/

Furnished

Herewith

3.1

10-K

Amended and Restated Bylaws of Registrant.

3.1

March 29, 2019

3.2

10-K

Amended and Restated Investors’ Rights Agreement, dated November 21, 2017, by and among the Registrant and the parties thereto.

3.2

March 29, 2019

4.1

S-1

4.1

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act of 1934

4.2

10.1#

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

S-1/A

10.1

2012 Stock Plan and forms of agreements thereunder.

10.2#

S-1

10.2

102

The Registrant’s 2018 Equity Incentive Plan, including form agreements.

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/

Furnished

Herewith

10.3#

S-8

333-227798

99.2

October 12, 2018

10.4#

Severance and Change in Control Agreement, dated as of September 28, 2018, by and between the Registrant and Frank Calderoni.

S-1/A

10.4

Severance and Change in Control Agreement, dated as of September 9, 2018, by and between the Registrant and David H. Morton, Jr.

10.5#

S-1

10.16

The Registrant’s 2018 Employee Stock Purchase Plan.

10.6#

S-1/A

10.7

Confirmatory Employment Letter, dated September 28, 2018, between the Registrant and Frank Calderoni.

10.7#

S-1/A

10.8

Employment Agreement, dated September 9, 2018, between the Registrant and David H. Morton, Jr.

10.8#

S-1

10.15

Employment Agreement, dated January 29, 2019, and Severance and Change in Control Agreement, between the Registrant and Ana Pinczuk.

10.9#

10.10#

Employment Agreement, dated September 24, 2018, and Severance and Change in Control Agreement, between the Registrant and Vivie Lee.

10.11#

Form of Stock Option Grant Agreement under Anaplan, Inc.’s 2018 Equity Incentive Plan

10-Q

Compensation Program for Non-Employee Directors.

10.10

December 10, 2018

10.12#

S-1/A

10.12

Credit Agreement between the Registrant and Wells Fargo, National Association.

10.13

S-1/A

10.13

103

Amendment to Credit Agreement between the Registrant and Wells Fargo Bank, N.A.

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed/

Furnished

Herewith

10.14

10-Q

Sublease, dated November 9, 2017, by and among the Registrant and athenahealth, Inc.

10.1

December 9, 2019

10.15

S-1/A

10.14

Anaplan, Inc. Cash Incentive Plan Agreement

10.16#

10-Q

List of Subsidiaries of Registrant.

10.11

December 10, 2018

21.1

S-1

21.1

Consent of Independent Registered Public Accounting Firm.

23.1

24.1

Power of Attorney (contained in the signature page to this registration statement).

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1†

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2†

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

104