ZSCALER, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)


The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the 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, 2022, July
31, 2021 and July 31, 2020 are referred to as fiscal 2022, fiscal 2021 and
fiscal 2020, 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 cloud platform, the Zscaler
Zero Trust Exchange, that represents a fundamental shift in the architectural
design and approach to networking and 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 primarily 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, 2022, we had
expanded our operations to over 6,700 customers across major industries, with
users in 185 countries. Government agencies and some of the largest enterprises
in the world rely on us to support their digital transformation, including more
than 600 of the Forbes Global 2000 as of July 31, 2022.

We operate our business as one reportable segment. Our revenue has experienced
significant growth in recent periods. For fiscal 2022, fiscal 2021 and fiscal
2020, our revenue was $1,090.9 million, $673.1 million and $431.3 million,
respectively. We have incurred net losses in all periods since our inception.
For fiscal 2022, fiscal 2021 and fiscal 2020, our net loss was $390.3 million,
$262.0 million and $115.1 million, respectively. We expect we will continue to
incur net losses for the foreseeable future, as we continue to invest 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 to address any legal matters and related
accruals, as further described in Note 11, Commitments and Contingencies, of the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.

Impacts of COVID-19

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 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. In April of 2022, we began re-opening certain of our
offices. We have also permitted optional business travel and invited employees
to return to work on a voluntary basis. 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 to our operations or financial performance
from the COVID-19 pandemic to date, we are unable to accurately predict the full
impact that COVID-19 will
                                       58

--------------------------------------------------------------------------------

have due to numerous uncertainties, including the duration of the outbreak, the
current or a future resurgence of the outbreak in connection with new variants
and mutations, the widespread distribution and long-term efficacy of vaccines,
the efficacy of vaccines against new variants or mutations, 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

CHOOSE YOUR CHOICE GIFT CARD OFFER TODAY


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 embrace digital
transformation, 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, 2022, 2021 and 2020, we had over 6,700, 5,600 and 4,500 customers,
respectively, across all major geographies. As of July 31, 2022, we had over 600
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 or Transformation edition; and

•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

                                       59

——————————————————————————–

Table of Contents


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 cloud 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 11, Commitments and Contingencies, of the 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. For the trailing 12 months ended
July 31, 2022 and 2021, the dollar-based net retention rate was above 125%.

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.

•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.

                                       60

——————————————————————————–

Table of Contents


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 higher-end
bundles, selling multiple-pillars from the start of our contract with new
customers, 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 elsewhere in this Annual Report on Form 10-K.

Non-GAAP Financial Measures


In addition to our results determined in accordance with 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 GAAP. In particular, free cash flow is
not a substitute for cash provided by 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 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 related payroll taxes and amortization expense of
acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross
profit as a percentage of revenue.

                                                                    Year Ended July 31,
                                                                     2022               2021               2020

                                                                                   (in thousands)
GAAP Gross profit                                                $ 848,664          $ 522,783          $ 335,536
Add:
Stock-based compensation expense and related payroll
taxes                                                               25,292             15,272              7,851
Amortization expense of acquired intangible assets                   7,975              6,468              2,030
Non-GAAP gross profit                                            $ 881,931          $ 544,523          $ 345,417
GAAP Gross margin                                                       78  %              78  %              78  %
Non-GAAP gross margin                                                   81  %              81  %              80  %


                                       61

——————————————————————————–

Table of Contents

Non-GAAP Income from Operations and Non-GAAP Operating Margin


We define non-GAAP income from operations as GAAP loss from operations excluding
stock-based compensation expense and related payroll taxes, certain
litigation-related expenses, amortization expense of acquired intangible assets
and asset impairment related to facility exit. We define non-GAAP operating
margin as non-GAAP income 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.

                                                                         Year Ended July 31,
                                                                         2022                2021                2020

                                                                                        (in thousands)
GAAP loss from operations                                            $ (327,429)         $ (207,812)         $ (113,956)
Add:
Stock-based compensation expense and related payroll
taxes                                                                   430,020             278,562             129,636
Litigation-related expenses                                                   -                   -              18,356
Amortization expense of acquired intangible assets                        9,010               6,795               3,384
Asset impairment related to facility exit(1)                                  -                 416                 746
Non-GAAP income from operations                                      $  111,601          $   77,961          $   38,166
GAAP operating margin                                                       (30) %              (31) %              (26) %
Non-GAAP operating margin                                                    10  %               12  %                9  %

(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 our fiscal year ended July 31, 2021,
we began to present employer payroll taxes related to employee equity award
transactions, which is a cash expense, as part of stock-based compensation
expense in our non-GAAP results. These payroll taxes have been excluded from our
non-GAAP results as they are tied to the timing and size of the exercise or
vesting of the underlying equity awards and the price of our common stock at the
time of vesting or exercise, which may vary from period to period independent of
the operating performance of our business. Prior period amounts have been recast
to conform to this presentation.

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

——————————————————————————–

Table of Contents


Free cash flow includes the cyclical impact of inflows and outflows resulting
from contributions to our employee stock purchase plan ("ESPP"), for which the
purchase period of approximately six months ends in each of our second and
fourth fiscal quarters. As of July 31, 2022, the accrued employee payroll
contributions to our ESPP was $4.7 million, which will be used to purchase
shares at the end of the current purchase period ending on December 15, 2022.
Payroll contributions ultimately used to purchase shares will be reclassified to
stockholders' equity upon issuance of the shares during our second quarter of
fiscal 2023.

                                                                    Year Ended July 31,
                                                                     2022               2021               2020

                                                                                   (in thousands)
Net cash provided by operating activities                        $ 321,912          $ 202,040          $  79,317
Less:
Purchases of property, equipment and other assets                  (69,296)           (48,165)           (43,072)
Capitalized internal-use software                                  (21,284)           (10,132)            (8,737)
Free cash flow                                                   $ 231,332          $ 143,743          $  27,508
As a percentage of revenue:
Net cash provided by operating activities                               30  %              30  %              18  %

Less:

Purchases of property, equipment and other assets                       (7)                (7)               (10)
 Capitalized internal-use software                                      (2)                (2)                (2)
Free cash flow margin                                                   21  %              21  %               6  %


Calculated Billings

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 $547.5 million,
or 59%, in fiscal 2022 over fiscal 2021, and $384.1 million, or 70%, in fiscal
2021 over fiscal 2020. 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.

                                                                    Year Ended July 31,
                                                                     2022                2021               2020

                                                                                   (in thousands)
Revenue                                                         $ 1,090,946          $ 673,100          $ 431,269
Add: Total deferred revenue, end of period                        1,021,123            630,601            369,767
Less: Total deferred revenue, beginning of period                  (630,601)          (369,767)          (251,202)
Calculated billings                                             $ 1,481,468          $ 933,934          $ 549,834



                                       63

——————————————————————————–

Table of Contents

Components of Results of Operations

Revenue


We generate revenue primarily from sales of subscriptions to access our cloud
platform, together with related support services. Subscription and related
support services accounted for approximately 97%, 97% and 98% of our revenue for
fiscal 2022, fiscal 2021 and fiscal 2020, 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, amortization of our
capitalized internal-use software, amortization of intangible assets acquired
through our business acquisitions and allocated overhead expenses (i.e.,
facilities, IT, depreciation expense and amortization expense). Cost of revenue
also includes employee-related expenses, including salaries, bonuses,
stock-based compensation expense and employee benefit expenses associated with
our customer support and cloud operations organizations.

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

——————————————————————————–

Table of Contents


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 expenses 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 over the
period of benefit. Operating expenses also include overhead expenses 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, amortization of
intangible assets acquired through our business acquisitions and allocated
overhead expenses. 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 expenses 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 products,
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 expenses, including salaries,
bonuses and benefits, stock-based compensation expense and expenses 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

——————————————————————————–

Table of Contents

General and Administrative


General and administrative expenses consist primarily of employee-related
expenses, including salaries and bonuses, stock-based compensation expense and
employee benefit expenses 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 expenses 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
expenses and other related expenses necessary to operate as a public company,
and due to any legal matters and related accruals, as further described in Note
11, Commitments and Contingencies, of the 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 recognition of contractual interest expense related to our
Notes issued in June 2020. See Note 9, Convertible Senior Notes, of the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.

Interest Income

Interest income consists primarily of income earned on our cash equivalents and
short-term investments.


Other Income (Expense), Net

Other income (expense), net consists primarily of foreign currency transaction
gains and losses and changes in fair value of our non-designated derivative
instruments.

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 expense deduction, acquisition
of intangible assets and refund of withholding taxes related to prior fiscal
periods. We have not recorded any U.S. federal income tax expense. In the United
States, we have recorded deferred tax assets for which we provide a full
valuation allowance, which includes net operating loss carryforwards and
research and development 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.
Beginning in fiscal 2023, the Tax Cuts and Jobs Act of 2017 eliminates the
option to deduct research and development expenditures in the year incurred, and
requires the mandatory capitalization and amortization of these expenses over
five or 15 years. We are currently assessing the impact of the provision;
however, a material impact to cash taxes is not expected due to available net
operating losses and tax credits.

                                       66

——————————————————————————–

Table of Contents

Results of Operations


The following table sets forth our results of operations for the periods
presented:

                                                    Year Ended July 31,
                                                      2022             2021            2020

                                                                 (in thousands)
Revenue                                           $ 1,090,946      $  673,100      $  431,269
Cost of revenue(1)(2)                                 242,282         150,317          95,733
Gross profit                                          848,664         522,783         335,536
Operating expenses:
Sales and marketing(1)(2)                             735,219         459,407         277,981
Research and development(1)(2)                        289,139         174,653          97,879
General and administrative(1)(3)(4)                   151,735          96,535          73,632
Total operating expenses                            1,176,093         730,595         449,492
Loss from operations                                 (327,429)       (207,812)       (113,956)
Interest income                                         4,586           2,812           6,477
Interest expense(5)                                   (56,579)        (53,364)         (5,025)
Other income (expense), net                            (4,208)          1,186            (224)
Loss before income taxes                             (383,630)       (257,178)       (112,728)
Provision for income taxes                              6,648           4,851           2,388
Net loss                                          $  (390,278)     $ (262,029)     $ (115,116)


_____

(1) Includes stock-based compensation expense and related payroll taxes as
follows:
Cost of revenue                          $  25,292      $  15,272      $   7,851
Sales and marketing                        202,211        144,273         71,468
Research and development                   123,422         73,238         31,937
General and administrative                  79,095         45,779         18,380
Total                                    $ 430,020      $ 278,562      $ 129,636



(2) Includes amortization expense of acquired intangible assets as follows:
Cost of revenue             $ 7,975      $ 6,468      $ 2,030
Sales and marketing             704          327           74
Research and development        331            -        1,280
Total                       $ 9,010      $ 6,795      $ 3,384

(3) Includes asset impairment related to facility exit as follows: $ –

$ 416 $ 746

(4) Includes litigation-related expenses as follows: $ – $ – $ 18,356



(5) Includes amortization of debt discount and
issuance costs as follows:                           $  55,141          $  51,923          $   4,885



                                       67

——————————————————————————–

Table of Contents

The following table sets forth our results of operations for the periods
presented as a percentage of our revenue:


                                              Year Ended July 31,
                                                        2022         2021       2020
Revenue                                                 100%         100%       100%
Cost of revenue                                          22           22         22
Gross margin                                             78           78         78
Operating expenses
Sales and marketing                                      67           68         64
Research and development                                 27           26    

23

General and administrative                               14           15         17
Total operating expenses                                108           109        104
Operating margin                                        (30)         (31)       (26)
Interest income                                          -             1          1
Interest expense                                        (5)           (8)        (1)
Other income (expense), net                              -             -    

Loss before income taxes                                (35)         (38)   

(26)

Provision for income taxes                               1             1          1
Net loss                                               (36)%         (39)%      (27)%


Comparison of Fiscal 2022 and Fiscal 2021

Revenue

                                  Year Ended July 31,                 Change
                                  2022            2021             $            %

                                            (in thousands)
                  Revenue     $ 1,090,946      $ 673,100      $ 417,846        62  %


Revenue increased by $417.8 million, or 62%, in fiscal 2022, compared to fiscal
2021. The increase in revenue was driven by an increase in users and sales of
additional subscriptions to existing customers, which contributed $337.6 million
in additional revenue. The remainder of the increase was attributable to the
addition of new customers, as we increased our customer base by 20% from July
31, 2021 to July 31, 2022.

                                       68

——————————————————————————–

Table of Contents

Cost of Revenue and Gross Margin

                                      Year Ended July 31,                Change
                                      2022            2021            $            %

                                                (in thousands)
                Cost of revenue   $ 242,282       $ 150,317       $ 91,965        61  %
                Gross margin             78  %           78  %


Cost of revenue increased by $92.0 million, or 61%, in fiscal 2022, compared to
fiscal 2021. 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 $42.4 million for data center and equipment related costs for
hosting and operating our cloud platform. Additionally, our employee-related
expenses increased by $41.6 million, inclusive of an increase of $9.8 million in
stock-based compensation expense, driven primarily by a 70% increase in
headcount in our customer support and cloud operations organizations from July
31, 2021 to July 31, 2022. The remainder of the increase was primarily
attributable to increased expenses of $2.5 million for professional services and
$2.0 million for facility and IT services.

Gross margin remained flat at 78% for fiscal 2022 compared to fiscal 2021 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,                Change
                                         2022           2021             $            %

                                                   (in thousands)
             Sales and marketing     $  735,219      $ 459,407      $ 275,812        60  %


Sales and marketing expenses increased by $275.8 million, or 60%, for fiscal
2022, compared to fiscal 2021. The increase was primarily due to a 54% increase
in headcount from July 31, 2021 to July 31, 2022, resulting in an increase of
$201.1 million in employee-related expenses, inclusive of an increase of $58.0
million in stock-based compensation expense, and an increase of $32.9 million in
sales commissions expense. The remainder of the increase was primarily
attributable to increased expenses of $23.0 million in marketing and advertising
expense, $17.1 million in travel expenses, $16.0 million for facility and IT
services and $11.4 million for professional services.

Research and Development Expenses

                                          Year Ended July 31,                Change
                                          2022           2021             $            %

                                                    (in thousands)
           Research and development   $  289,139      $ 174,653      $ 114,486        66  %


Research and development expenses increased by $114.5 million, or 66%, for
fiscal 2022, compared to fiscal 2021 as we continued to develop and enhance the
functionality of our cloud platform. The increase was primarily driven by an
increase of $109.4 million in employee-related expenses, inclusive of an
increase of $50.5 million in stock-based compensation expense, driven by a 54%
increase in headcount from July 31, 2021 to July 31, 2022. The remainder of the
increase was primarily attributable to increased expenses of $11.1 million in
facility, software and equipment related expenses to support our growth and $2.9
million for professional services. This increase was partially offset by higher
capitalized internal-use software development costs of $10.6 million to support
the enhancement and growth of our cloud platform.

                                       69

——————————————————————————–

Table of Contents

General and Administrative Expenses

                                  Year Ended July 31,               Change
                                  2022            2021           $            %

                                           (in thousands)
General and administrative    $   151,735      $ 96,535      $ 55,200        57  %


General and administrative expenses increased by $55.2 million, or 57%, for
fiscal 2022, compared to fiscal 2021. The overall increase was primarily due to
an increase of $48.7 million in employee-related expenses, inclusive of an
increase of $32.7 million in stock-based compensation expense, driven in part by
a 65% increase in headcount from July 31, 2021 to July 31, 2022. The remainder
of the increase was primarily attributable to increased expenses of $2.6 million
for facility and IT services.

Interest Income

                        Year Ended July 31,                 Change
                         2022             2021           $           %

                                 (in thousands)
Interest income   $     4,586           $ 2,812      $ 1,774        63  %


Interest income increased by $1.8 million, or 63%, for fiscal 2022, compared to
fiscal 2021. The increase was primarily driven by increased interest rates and
our increased holdings of cash equivalents and short-term investments.

Interest Expense

                                         Year Ended July 31,              Change
                                         2022           2021            $           %

                                                  (in thousands)
                Interest expense     $  (56,579)     $ (53,364)     $ (3,215)      6  %


Interest expense increased by $3.2 million for fiscal 2022, compared to fiscal
2021 as a result of amortization of debt discount and recognition of contractual
interest expense related to our Notes issued in June 2020. For further
information on the Notes, refer to Note 9, Convertible Senior Notes, of the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.

Other Income (expense), net

                                   Year Ended July 31,                  Change
                                    2022             2021           $             %

                                              (in thousands)
Other income (expense), net   $    (4,208)         $ 1,186      $ (5,394)       (455) %


Other income (expense), net decreased by $5.4 million for fiscal 2022, compared
to fiscal 2021. The decrease was primarily driven by fluctuations in foreign
currency transaction gains and losses.


                                       70

——————————————————————————–

  Table of Contents

Provision for Income Taxes
                                    Year Ended July 31,                 Change
                                     2022             2021           $           %

                                             (in thousands)
Provision for income taxes    $     6,648           $ 4,851      $ 1,797        37  %


Our provision for income taxes increased by $1.8 million, or 37%, for fiscal
2022, compared to fiscal 2021, primarily related to income and withholding taxes
in the foreign jurisdictions in which we operate. The increase in the provision
for income taxes was due to the increase in our non-U.S. pre-tax income in the
foreign jurisdictions in which we conduct business. The provision for income
taxes in fiscal 2022 was offset by an income tax benefit of $1.0 million
associated with the acquisition of intangible assets from ShiftRight,
Inc.("ShiftRight") and another business acquisition, and by an income tax
benefit of $1.5 million for the refund of withholding taxes related to prior
fiscal periods. For further information, refer to Note 14, Income Taxes, of the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K. Our effective tax rate of (1.7)% and (1.9)% in fiscal 2022 and fiscal
2021, 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.

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.

                                       71

——————————————————————————–

Table of Contents

Comparison of Fiscal 2021 and Fiscal 2020

Revenue

                                   Year Ended July 31,                Change
                                   2021           2020             $            %

                                             (in thousands)
                   Revenue     $  673,100      $ 431,269      $ 241,831        56  %


Revenue increased by $241.8 million, or 56%, in fiscal 2021, compared to fiscal
2020. The increase in revenue was driven by an increase in users and sales of
additional subscriptions to existing customers, which contributed $179.5 million
in additional revenue. The remainder of the increase was attributable to the
addition of new customers, as we increased our customer base by 23% from July
31, 2020 to July 31, 2021.

Cost of Revenue and Gross Margin


                                      Year Ended July 31,               Change
                                      2021           2020            $            %

                                               (in thousands)
                Cost of revenue   $ 150,317       $ 95,733       $ 54,584        57  %
                Gross margin             78  %          78  %


Cost of revenue increased by $54.6 million, or 57%, in fiscal 2021, compared to
fiscal 2020. 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 $37.2 million for data center and equipment related costs for
hosting and operating our cloud platform. Additionally, our employee-related
expenses increased by $17.2 million, inclusive of an increase of $6.7 million in
stock-based compensation expense, driven primarily by a 48% increase in
headcount in our customer support and cloud operations organizations from July
31, 2020 to July 31, 2021.

Gross margin remained flat at 78% for fiscal 2021 compared to fiscal 2020 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,                Change
                                         2021           2020             $            %

                                                   (in thousands)
             Sales and marketing     $  459,407      $ 277,981      $ 181,426        65  %


Sales and marketing expenses increased by $181.4 million, or 65%, for fiscal
2021, compared to fiscal 2020. The increase was primarily due to a 59% increase
in headcount from July 31, 2020 to July 31, 2021, resulting in an increase of
$176.9 million in employee-related expenses, inclusive of an increase of $66.6
million in stock-based compensation expense, and an increase of $20.8 million in
sales commissions expense. The remainder of the increase was primarily
attributable to increased

                                       72

——————————————————————————–

Table of Contents

expenses of $6.6 million for facility and IT services and $4.6 million for
professional services and $1.8 million in marketing and advertising expenses.
Expense increases were partially offset by the decrease of $9.4 million in
travel expenses due to the COVID-19 pandemic.

Research and Development Expenses


                                           Year Ended July 31,               Change
                                           2021            2020           $            %

                                                    (in thousands)
            Research and development   $   174,653      $ 97,879      $ 76,774        78  %


Research and development expenses increased by $76.8 million, or 78%, for fiscal
2021, compared to fiscal 2020 as we continued to develop and enhance the
functionality of our cloud platform. The increase was primarily driven by an
increase of $71.4 million in employee-related expenses, inclusive of an increase
of $37.6 million in stock-based compensation expense, driven by a 59% increase
in headcount from July 31, 2020 to July 31, 2021. The remainder of the increase
was primarily attributable to increased expenses of $5.1 million in facility,
software and equipment related expenses to support our growth and $2.2 million
for professional services. This increase was partially offset by higher
capitalized internal-use software development costs of $1.4 million to support
the enhancement and growth of our cloud platform.

General and Administrative Expenses

                                            Year Ended July 31,               Change
                                            2021            2020           $            %

                                                     (in thousands)
          General and administrative    $    96,535      $ 73,632      $ 22,903        31  %


General and administrative expenses increased by $22.9 million, or 31%, for
fiscal 2021, compared to fiscal 2020. The overall increase was primarily due to
an increase of $37.1 million in employee-related expenses, inclusive of an
increase of $26.2 million in stock-based compensation expense, driven in part by
a 46% increase in headcount from July 31, 2020 to July 31, 2021. The remainder
of the increase was primarily attributable to increased expenses of $2.7 million
in professional services. This increase is partially offset by a decrease of
$18.0 million in legal expenses, primarily attributable to a $15.0 million
litigation settlement payment to Broadcom during fiscal 2020. For further
information on the Broadcom settlement refer to Note 11, Commitments and
Contingencies, of the consolidated financial statements included elsewhere in
this Annual Report Form 10-K.

Interest Income

                                      Year Ended July 31,                 Change
                                       2021             2020           $            %

                                               (in thousands)
              Interest income   $     2,812           $ 6,477      $ (3,665)      (57) %


Interest income decreased by $3.7 million, or (57)%, for fiscal 2021, compared
to fiscal 2020. The decrease was primarily driven by lower market interest rates
earned on cash equivalents and short-term investments.

                                       73

——————————————————————————–

  Table of Contents

Interest Expense

                                       Year Ended July 31,                Change
                                       2021            2020            $            %

                                                 (in thousands)
              Interest expense     $   (53,364)     $ (5,025)     $ (48,339)      962  %


Interest expense increased by $48.3 million for fiscal 2021, compared to fiscal
2020 as a result of amortization of debt discount and recognition of contractual
interest expense related to our Notes issued in June 2020. For further
information on the Notes, refer to Note 9, Convertible Senior Notes, of the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.

Other Income (expense), net

                                            Year Ended July 31,                  Change
                                             2021              2020          $            %

                                                     (in thousands)
        Other income (expense), net   $     1,186            $ (224)     $ 1,410        (629) %


Other income (expense), net increased by $1.4 million for fiscal 2021, compared
to fiscal 2020. The increase was primarily driven by fluctuations in foreign
currency transaction gains and losses.


Provision for Income Taxes

                                             Year Ended July 31,                 Change
                                              2021             2020           $           %

                                                      (in thousands)
         Provision for income taxes    $     4,851           $ 2,388      $ 2,463       103  %


Our provision for income taxes increased by $2.5 million, or 103%, for fiscal
2021, compared to fiscal 2020, primarily related to income and withholding taxes
in the foreign jurisdictions in which we operate. In fiscal 2020, we recognized
a non-recurring income tax benefit associated with the acquisition of intangible
assets from Cloudneeti Corporation ("Cloudneeti") and Edgewise Networks Inc.
("Edgewise") which reduced our income tax expense as compared to 2021. Our
effective tax rate of (1.9)% and (2.1)% in fiscal 2021 and fiscal 2020,
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.

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

——————————————————————————–

Table of Contents

Liquidity and Capital Resources


As of July 31, 2022, our principal sources of liquidity were cash, cash
equivalents and short-term investments totaling $1,731.3 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 the 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.

We have generated significant losses from operations, as reflected in our
accumulated deficit of $991.9 million as of July 31, 2022. 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 to support expansion of our infrastructure and workforce,
lease obligations, purchase commitments, 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 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, geopolitical
developments and the impact of the COVID-19 pandemic. We may be required to seek
additional equity or debt financing. In the event that additional 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, 2022, we had deferred revenue of $1,021.1 million, of
which $923.7 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.

                                       75

——————————————————————————–

Table of Contents


As of July 31, 2022, 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.

The following table summarizes our cash flows for the periods presented:

                                                                      Year Ended July 31,
                                                         2022               2021                 2020

                                                                         (in thousands)
Net cash provided by operating activities            $ 321,912          $  202,040          $     79,317
Net cash provided by (used in) investing activities  $ 374,063          $ (109,668)         $ (1,038,162)
Net cash provided by financing activities            $  41,337          $   41,675          $  1,022,212


Operating Activities

Net cash provided by operating activities during fiscal 2022 was $321.9 million,
which resulted from a net loss of $390.3 million, adjusted for non-cash charges
of $614.7 million and net cash inflows of $97.5 million from changes in
operating assets and liabilities. Non-cash charges primarily consisted of $409.6
million for stock-based compensation expense, $68.5 million for amortization of
deferred contract acquisition costs, $55.1 million for amortization of debt
discount and issuance costs, $40.5 million for depreciation and amortization
expense, $25.6 million for non-cash operating lease costs, $9.0 million for
amortization expense of acquired intangible assets and $6.6 million for
amortization of investment premiums, net of accretion of purchase discounts.

Net cash inflows from changes in operating assets and liabilities were primarily
the result of an increase of $391.2 million in deferred revenue from advance
invoicing in accordance with our subscription contracts, an increase of $18.3
million in accrued compensation, an increase of $14.4 million in accounts
payable and an increase of $13.4 million in accrued expenses, other current and
noncurrent liabilities. Net cash inflows were partially offset by cash outflows
resulting from an increase of $158.5 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
$143.3 million in accounts receivable primarily due to timing of billings and
collections, a decrease of $27.7 million in operating lease liabilities
primarily due to lease payments and an increase of $10.3 million in prepaid
expenses, other current and noncurrent assets.

Net cash provided by operating activities during fiscal 2021 was $202.0 million,
which resulted from a net loss of $262.0 million, adjusted for non-cash charges
of $418.5 million and net cash inflows of $45.6 million from changes in
operating assets and liabilities. Non-cash charges primarily consisted of $258.5
million for stock-based compensation expense, $51.9 million for amortization of
debt discount and issuance costs, $40.6 million for amortization of deferred
contract acquisition costs, $29.7 million for depreciation and amortization
expense, $21.0 million for non-cash operating lease costs, $11.7 million for
amortization of investments premiums, net of accretion of purchase discounts,
$6.8 million for amortization expense of acquired intangible assets, partially
offset by deferred income taxes of $2.4 million.

Net cash inflows from changes in operating assets and liabilities were primarily
the result of an increase of $262.4 million in deferred revenue from advance
invoicing in accordance with our subscription contracts, an increase of $43.9
million in accrued compensation, an increase of $7.5 million in accounts payable
and an increase of $6.5 million in accrued expenses, other current and
noncurrent liabilities. Net cash inflows were partially offset by cash outflows
resulting from an increase of $137.7 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
$111.6 million in accounts

                                       76

——————————————————————————–

Table of Contents


receivable primarily due to timing of billings and collections, a decrease of
$22.1 million in operating lease liabilities primarily due to lease payments and
an increase of $3.4 million in prepaid expenses, other current and noncurrent
assets.

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, 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.

Investing Activities


Net cash provided by investing activities during fiscal 2022 of $374.1 million
was primarily attributable to the proceeds from the maturities of short-term
investments of $1,334.9 million. These activities were partially offset by
purchases of short-term investments of $844.9 million, capital expenditures of
$90.6 million, primarily to support the growth and expansion of our cloud
platform and $25.3 million, for payments for business acquisitions, net of cash
acquired in connection with our acquisition of ShiftRight and another business
acquisition.

Net cash used in investing activities during fiscal 2021 of $109.7 million was
primarily attributable to the purchases of short-term investments of $815.5
million, capital expenditures of $58.3 million, primarily to support the growth
of our cloud platform, $40.5 million for payments for business acquisitions, net
of cash acquired, in connection with our acquisitions of Trustdome and
Smokescreen and $3.1 million for strategic investments. These activities were
partially offset by proceeds from the maturities and sales of short-term
investments of $807.7 million.

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 the growth of our
cloud platform, $39.6 million for payments for business acquisitions, net of
cash acquired, in connection with our acquisitions of Cloudneeti and Edgewise
and $2.0 million for strategic investments. These activities were partially
offset by proceeds from the maturities and sales of short-term investments of
$310.9 million.

Financing Activities

Net cash provided by financing activities of $41.3 million during fiscal 2022
was primarily attributable to $34.6 million in proceeds from issuance of common
stock under the ESPP and $6.9 million in proceeds from the exercise of stock
options.

Net cash provided by financing activities of $41.7 million during fiscal 2021
was attributable to $25.7 million in proceeds from issuance of common stock
under the ESPP and $18.2 million in proceeds from the exercise of stock options.

                                       77

——————————————————————————–

Table of Contents

These transactions were partially offset by a payment of deferred merger
consideration related to a business acquisition for $2.3 million.


Net cash provided by financing activities of $1,022.2 million during fiscal 2020
was 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 ESPP. These transactions were partially offset by purchases of
capped calls for $145.2 million related to issuance of the Notes.

Contractual Obligations and Commitments


Our principal commitments consist of obligations under our convertible senior
notes, real estate arrangements, co-location and bandwidth arrangements and
non-cancelable purchase obligations. For additional information, Refer to Note
9, Convertible Senior Notes, Note 10, Operating Leases and Note 11, Commitments
and Contingencies, of the consolidated financial statements included elsewhere
in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates


Our financial statements are prepared in accordance with 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 policies, estimates, assumptions and judgments that we
believe have the most significant impact on the consolidated financial
statements are described below.

Revenue Recognition


In accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue
From Contracts With Customers ("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.

                                       78

——————————————————————————–

Table of Contents

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.

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

                                       79

——————————————————————————–

Table of Contents

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.
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

                                       80

——————————————————————————–

Table of Contents


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.

Recently Issued Accounting Pronouncements


Refer to Note 1, Business and Summary of Significant Accounting Policies, to the
consolidated financial statements included elsewhere in this Annual Report on
Form 10-K for more information regarding recently issued accounting
pronouncements.

© Edgar Online, source Glimpses

Source link

ZSCALER, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

CHOOSE YOUR CHOICE GIFT CARD OFFER TODAY

Leave a Reply

Your email address will not be published.

Scroll to top