Acquisitions | Acquisitions Acquisition of Seal Software Group Limited On May 1, 2020, we completed the acquisition of Seal Software Group Limited (“Seal”), a contract analytics and artificial intelligence (“AI”) technology provider headquartered in Walnut Creek, California. We expect to integrate Seal's technology comprehensively across the DocuSign Agreement Cloud to deliver increased functionality to companies using the Agreement Cloud to prepare, sign, act on and manage agreements. Under the terms of the purchase agreement, we paid $184.7 million in cash, net of cash acquired, transaction costs and working capital adjustments, for Seal’s outstanding stock. Prior to the acquisition, we held a $15.0 million minority investment in Seal’s outstanding stock. As of the acquisition, the fair value of our minority interest, calculated as the difference between the total acquisition consideration and the portion attributable to third party Seal shareholders, approximated the carrying value. Additionally, we granted certain continuing employees of Seal restricted stock units (“RSUs”) with service and performance conditions covering up to 0.1 million shares of our common stock with an aggregate grant date fair value of $11.4 million that will be accounted for as a post-acquisition compensation expense over the vesting period. The performance-based condition will be satisfied upon Seal meeting certain bookings targets for the year ended January 31, 2021. As of July 31, 2020, it was not probable that these targets would be met . We accounted for the transaction as a business combination using the acquisition method of accounting. We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. Fair values were determined using the income and cost approaches. Excess purchase price consideration was recorded as goodwill and is primarily attributable to the assembled workforce and expanded market opportunities when integrating Seal’s AI and analytics capabilities within our existing product offering. The purchase price allocation was prepared on a preliminary basis and is subject to further adjustments as additional information becomes available concerning the fair value of the assets acquired and liabilities assumed. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the acquisition date. The following table summarizes the preliminary acquisition date fair values of assets acquired and liabilities assumed at the date of acquisition: (in thousands) May 1, 2020 Cash and cash equivalents $ 729 Accounts receivable 9,654 Contract assets 5,813 Prepaid expense and other assets 7,204 Property and equipment 915 Goodwill 114,356 Intangible assets 83,700 Right-of-use Assets 3,130 Accounts payable (854) Accrued compensation (2,697) Contract liabilities (7,745) Accrued expenses and other liabilities (6,523) Lease liabilities (3,126) Deferred tax liability—noncurrent (4,103) $ 200,453 None of the goodwill recognized upon acquisition was deductible for U.K. or U.S. federal income tax purposes. The estimated useful lives of intangible assets, primarily based on the expected period of benefit to us, and fair values of the identifiable intangible assets at acquisition date were as follows: (in thousands, except years) Estimated Fair Value Expected Useful Life Existing technology $ 37,400 5 years Customer relationships—subscription 41,700 10 years Backlog—subscription 4,600 2 years Total intangible assets $ 83,700 The results of operations of Seal, which were not material to our consolidated results of operations, were included in our consolidated statements from the acquisition date. In the three and six months ended July 31, 2020 , we incurred acquisition costs of $5.3 million and $6.0 million. These costs included legal, accounting fees and other costs directly related to the acquisition of Seal and are recognized within operating expenses in our condensed consolidated statements of operations. The following unaudited pro forma information has been prepared for illustrative purposes only and assumes the acquisition occurred on February 1, 2019. It includes pro forma adjustments related to the amortization of acquired intangible assets, share-based compensation expense, professional services revenue and contract acquisitions costs adjustments under the new revenue recognition standard, and contract liabilities fair value adjustment. The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable, however, they are not necessarily indicative of the consolidated results of operations had the acquisition occurred on February 1, 2019, or of future results of operations: Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2020 2019 2020 2019 Revenue $ 344,596 $ 241,548 $ 648,581 $ 459,566 Net loss (58,422) (81,158) (118,425) (147,683) Net loss per share attributable to common stockholders, basic and diluted (0.32) (0.46) (0.64) (0.85) Acquisition of Liveoak Technologies, Inc. On July 6, 2020, we completed the acquisition of Liveoak Technologies, Inc. (“Liveoak”), a virtual customer engagement and business platform based in Austin, Texas. The company’s platform includes several technologies specific to remote agreements, such as video conferencing, video identity verification, collaborative form-filling, an integration with DocuSign eSignature, and a detailed audit trail. The acquisition enables us to leverage Liveoak's technology and expertise to accelerate the launch of DocuSign Notary, a new product for remote online notarization, where signers and the notary public are in different places. The consideration to acquire Liveoak’s outstanding stock was $48.4 million, which consisted primarily of the fair value of our common stock issued and the fair value of stock options assumed. We recorded approximately $39.9 million of goodwill which is primarily attributed to the assembled workforce and expanded market opportunities for integrating Liveoak’s technology with our existing product offering. The purchase price allocation was prepared on a preliminary basis and is subject to further adjustments as additional information becomes available concerning the fair value of the assets acquired and liabilities assumed. Any adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the acquisition date. None of the goodwill recognized upon acquisition was deductible for U.S. federal income tax purposes. In the three and six months ended July 31, 2020 , we incurred costs of $1.6 million directly related to the acquisition of Liveoak. These costs are recognized within operating expenses in our condensed consolidated statements of operations. We included the results of operations of Liveoak in our condensed consolidated statements of operations from the acquisition date. These results were not material to our condensed consolidated statements of operations for the three and six months ended July 31, 2020. |