Cover Page
Cover Page - shares | 3 Months Ended | |
Apr. 30, 2022 | May 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38465 | |
Entity Registrant Name | DOCUSIGN, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 91-2183967 | |
Entity Address, Address Line One | 221 Main St. | |
Entity Address, Address Line Two | Suite 1550 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 415 | |
Local Phone Number | 489-4940 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | DOCU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 199,944,000 | |
Entity Central Index Key | 0001261333 | |
Current Fiscal Year End Date | --01-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 638,190 | $ 509,059 |
Investments—current | 329,425 | 293,763 |
Accounts receivable, net of allowance for doubtful accounts of $5,076 and $5,807 as of April 30, 2022 and January 31, 2022 | 300,872 | 440,950 |
Contract assets—current | 13,368 | 12,588 |
Prepaid expenses and other current assets | 80,669 | 63,236 |
Total current assets | 1,362,524 | 1,319,596 |
Investments—noncurrent | 94,751 | 94,938 |
Property and equipment, net | 183,704 | 184,664 |
Operating lease right-of-use assets | 116,589 | 126,021 |
Goodwill | 354,056 | 355,058 |
Intangible assets, net | 87,277 | 98,816 |
Deferred contract acquisition costs—noncurrent | 313,760 | 311,835 |
Other assets—noncurrent | 61,470 | 50,337 |
Total assets | 2,574,131 | 2,541,265 |
Current liabilities | ||
Accounts payable | 26,213 | 52,804 |
Accrued expenses and other current liabilities | 92,936 | 91,377 |
Accrued compensation | 137,724 | 160,163 |
Convertible senior notes—current | 16 | 0 |
Contract liabilities—current | 1,049,534 | 1,029,891 |
Operating lease liabilities—current | 37,293 | 37,404 |
Total current liabilities | 1,343,716 | 1,371,639 |
Convertible senior notes, net—noncurrent | 719,616 | 718,487 |
Contract liabilities—noncurrent | 15,794 | 16,725 |
Operating lease liabilities—noncurrent | 114,976 | 126,340 |
Deferred tax liability—noncurrent | 9,079 | 9,316 |
Other liabilities—noncurrent | 22,001 | 23,255 |
Total liabilities | 2,225,182 | 2,265,762 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of April 30, 2022 and January 31, 2022 | 0 | 0 |
Common stock, $0.0001 par value; 500,000 shares authorized, 199,920 shares outstanding as of April 30, 2022; 500,000 shares authorized, 198,834 shares outstanding as of January 31, 2022 | 20 | 20 |
Treasury stock, at cost: 8 and 7 shares as of April 30, 2022 and January 31, 2022 | (1,648) | (1,532) |
Additional paid-in capital | 1,835,187 | 1,720,013 |
Accumulated other comprehensive loss | (19,048) | (4,809) |
Accumulated deficit | (1,465,562) | (1,438,189) |
Total stockholders’ equity | 348,949 | 275,503 |
Total liabilities and stockholders' equity | $ 2,574,131 | $ 2,541,265 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 5,076 | $ 5,807 |
Preferred stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares outstanding (in shares) | 199,920,000 | 198,834,000 |
Treasury stock, shares (in shares) | 8,000 | 7,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Revenue: | ||
Total revenue | $ 588,692 | $ 469,078 |
Cost of revenue: | ||
Total cost of revenue | 132,416 | 105,242 |
Gross profit | 456,276 | 363,836 |
Operating expenses: | ||
Sales and marketing | 300,697 | 239,119 |
Research and development | 112,227 | 85,416 |
General and administrative | 62,578 | 50,038 |
Total operating expenses | 475,502 | 374,573 |
Loss from operations | (19,226) | (10,737) |
Interest expense | (1,649) | (1,672) |
Interest income and other income (expense), net | (4,650) | 6,037 |
Loss before provision for income taxes | (25,525) | (6,372) |
Provision for income taxes | 1,848 | 1,982 |
Net loss | $ (27,373) | $ (8,354) |
Net loss per share attributable to common stockholders, basic (in usd per share) | $ (0.14) | $ (0.04) |
Net loss per share attributable to common stockholders, diluted (in usd per share) | $ (0.14) | $ (0.04) |
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 199,666 | 194,342 |
Weighted-average number of shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 199,666 | 194,342 |
Other comprehensive income (loss): | ||
Foreign currency translation gain (loss), net of tax | $ (11,825) | $ 636 |
Unrealized losses on investments, net of tax | (2,414) | (242) |
Other comprehensive income (loss) | (14,239) | 394 |
Comprehensive loss | (41,612) | (7,960) |
Stock-based compensation expense included in costs and expenses | ||
Stock-based compensation expense | 110,723 | 81,637 |
Sales and marketing | ||
Stock-based compensation expense included in costs and expenses | ||
Stock-based compensation expense | 47,431 | 38,135 |
Research and development | ||
Stock-based compensation expense included in costs and expenses | ||
Stock-based compensation expense | 32,205 | 20,462 |
General and administrative | ||
Stock-based compensation expense included in costs and expenses | ||
Stock-based compensation expense | 15,392 | 10,986 |
Subscription | ||
Revenue: | ||
Total revenue | 569,251 | 451,935 |
Cost of revenue: | ||
Total cost of revenue | 105,159 | 78,071 |
Subscription | Cost of revenue | ||
Stock-based compensation expense included in costs and expenses | ||
Stock-based compensation expense | 10,613 | 6,018 |
Professional services and other | ||
Revenue: | ||
Total revenue | 19,441 | 17,143 |
Cost of revenue: | ||
Total cost of revenue | 27,257 | 27,171 |
Professional services and other | Cost of revenue | ||
Stock-based compensation expense included in costs and expenses | ||
Stock-based compensation expense | $ 5,082 | $ 5,535 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Adjustment | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Adjustment |
Beginning balance (in shares) at Jan. 31, 2021 | 192,807 | ||||||||
Beginning balance at Jan. 31, 2021 | $ 325,737 | $ (73,905) | $ 19 | $ 1,702,254 | $ (86,144) | $ (1,048) | $ 4,964 | $ (1,380,452) | $ 12,239 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Settlement of convertible senior notes due 2023 (in shares) | 352 | ||||||||
Settlement of convertible senior notes due in 2023 | (446) | (446) | |||||||
Exercise of stock options (in shares) | 488 | ||||||||
Exercise of stock options | 6,616 | 6,616 | |||||||
Settlement of restricted stock units (in shares) | 955 | ||||||||
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | (113,583) | (113,412) | (171) | ||||||
Employee stock purchase plan (in shares) | 132 | ||||||||
Employee stock purchase plan | 23,167 | 23,167 | |||||||
Employee stock-based compensation expense | 83,611 | 83,611 | |||||||
Net loss | (8,354) | (8,354) | |||||||
Other comprehensive income (loss), net | 394 | 394 | |||||||
Ending balance (in shares) at Apr. 30, 2021 | 194,734 | ||||||||
Ending balance at Apr. 30, 2021 | 243,237 | $ 19 | 1,615,646 | (1,219) | 5,358 | (1,376,567) | |||
Beginning balance (in shares) at Jan. 31, 2022 | 198,834 | ||||||||
Beginning balance at Jan. 31, 2022 | $ 275,503 | $ 20 | 1,720,013 | (1,532) | (4,809) | (1,438,189) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of stock options (in shares) | 179 | 179 | |||||||
Exercise of stock options | $ 1,938 | 1,938 | |||||||
Settlement of restricted stock units (in shares) | 642 | ||||||||
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | (25,519) | (25,403) | (116) | ||||||
Employee stock purchase plan (in shares) | 265 | ||||||||
Employee stock purchase plan | 24,151 | 24,151 | |||||||
Employee stock-based compensation expense | 114,488 | 114,488 | |||||||
Net loss | (27,373) | (27,373) | |||||||
Other comprehensive income (loss), net | (14,239) | (14,239) | |||||||
Ending balance (in shares) at Apr. 30, 2022 | 199,920 | ||||||||
Ending balance at Apr. 30, 2022 | $ 348,949 | $ 20 | $ 1,835,187 | $ (1,648) | $ (19,048) | $ (1,465,562) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | ||
Cash flows from operating activities: | |||
Net loss | $ (27,373) | $ (8,354) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 21,301 | 20,037 | |
Amortization of deferred contract acquisition and fulfillment costs | 43,990 | 30,933 | |
Amortization of debt discount and transaction costs | 1,284 | 1,319 | |
Non-cash operating lease costs | 6,442 | 6,943 | |
Stock-based compensation expense | 110,723 | 81,637 | |
Deferred income taxes | 72 | 264 | |
Other | 4,907 | (6,359) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 140,078 | 73,205 | |
Contract assets | (808) | 1,607 | |
Prepaid expenses and other current assets | (16,351) | (15,670) | |
Deferred contract acquisition and fulfillment costs | (50,512) | (46,154) | |
Other assets | (6,651) | (3,167) | |
Accounts payable | (23,197) | (21,593) | |
Accrued expenses and other liabilities | 5,148 | 11,080 | |
Accrued compensation | (23,220) | (34,048) | |
Contract liabilities | 18,712 | 51,648 | |
Operating lease liabilities | (8,259) | (7,731) | |
Net cash provided by operating activities | 196,286 | 135,597 | |
Cash flows from investing activities: | |||
Purchases of marketable securities | (129,735) | (96,925) | |
Sales of marketable securities | 0 | 2,002 | |
Maturities of marketable securities | 91,055 | 37,513 | |
Purchases of strategic and other investments | (2,125) | (500) | |
Purchases of property and equipment | (21,709) | (12,596) | |
Net cash used in investing activities | (62,514) | (70,506) | |
Cash flows from financing activities: | |||
Repayments of convertible senior notes | 0 | (36,684) | |
Payment of tax withholding obligation on net RSU settlement and ESPP purchase | (24,739) | (106,053) | |
Proceeds from exercise of stock options | 1,938 | 6,616 | |
Proceeds from employee stock purchase plan | 24,151 | 23,167 | |
Net cash (used in) provided by financing activities | 1,350 | (112,954) | |
Effect of foreign exchange on cash, cash equivalents and restricted cash | (5,180) | 779 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 129,942 | (47,084) | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 509,679 | 566,336 |
Cash, cash equivalents and restricted cash at end of period | [1] | 639,621 | 519,252 |
Supplemental disclosure: | |||
Cash paid for interest | 93 | 212 | |
Cash paid for operating lease liabilities | 10,423 | 9,888 | |
Cash paid for income taxes | 1,760 | 2,507 | |
Non-cash investing and financing activities: | |||
Property and equipment in accounts payable and accrued expenses and other current liabilities | 5,358 | 1,275 | |
Fair value of shares issued as part of the repayments of convertible senior notes | $ 0 | $ 74,657 | |
[1] | $1.4 million and $0.6 million of restricted cash was included in both Prepaid expenses and other current assets and Other assets—noncurrent at April 30, 2022 and January 31, 2022. $0.3 million of restricted cash was included in Other assets—noncurrent at April 30, 2021 and January 31, 2021. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Apr. 30, 2022 | Jan. 31, 2022 | Apr. 30, 2021 | Jan. 31, 2021 |
Statement of Cash Flows [Abstract] | ||||
Restricted cash | $ 1.4 | $ 0.6 | $ 0.3 | $ 0.3 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Description of Business DocuSign, Inc. (“we,” “our” or “us”) was incorporated in the State of Washington in April 2003. We merged with and into DocuSign, Inc., a Delaware corporation, in March 2015. We provide a platform that enables businesses of all sizes to digitally prepare, sign, act on and manage agreements, thereby simplifying and accelerating the process of doing business. Basis of Presentation and Principles of Consolidation Our condensed consolidated financial statements include those of DocuSign, Inc. and our subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our fiscal 2022 Annual Report on Form 10-K. Our condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for the fair statement of our financial position, results of operations and cash flows. Our condensed consolidated balance sheet as of January 31, 2022 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended April 30, 2022 are not necessarily indicative of the results to be expected for the year ending January 31, 2023 . O ur fiscal year ends on January 3 1. References to fiscal 2023, for example, are to the fiscal year ending January 31, 2023 . Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the condensed consolidated financial statements and notes thereto. Significant items subject to such estimates and assumptions made by management include, but are not limited to, the determination of: • the average period of benefit associated with deferred contract acquisition costs and fulfillment costs; • the valuation of strategic investments; • the fair value of certain stock awards issued; • the f air value of convertible notes; • the useful life and recoverability of long-lived assets; • the discount rate used for operating leases; and • the recognition, measurement and valuation of deferred income taxes. Since the emergence of the COVID-19 pandemic in March 2020, we have undertaken measures to protect our employees, partners and customers, including providing the majority of our employees the option to work remotely until at least February 1, 2023. However, there can be no assurance that these measures will be effective, that we will be able to adopt new measures as needed or that we will be able to discontinue these measures without adversely affecting our business operations. In addition, the COVID-19 pandemic and related recent developments (including the emergence of new coronavirus variants, the actions undertaken to contain the virus or mitigate its impacts, including actions mandated by governments and health authorities and changing public health directives or restrictions, vaccine efficacy against COVID-19 variants, current or future travel restrictions and how quickly and to what extent normal global economic and operating conditions can or will resume ) have created and may continue to create significant uncertainty in global financial markets, which may decrease technology spending, depress demand for our products and harm our business and results of operations. As of the date of issuance of the financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities, except for certain subleases that resulted in an impairment of $5.1 million on operating lease right-of-use assets recorded during the year ended January 31, 2022. These estimates may change as new events occur and additional information is obtained, which could be recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our financial statements. Significant Accounting Policies There have been no changes to our significant accounting policies described in our fiscal 2022 Annual Report on Form 10-K that have had a material impact on our condensed consolidated financial statements and related notes. |
Revenue
Revenue | 3 Months Ended |
Apr. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Subscription revenue is recognized over time and accounted for approximately 97% and 96% of our revenue for the three months ended April 30, 2022 and 2021. Performance Obligations As of April 30, 2022, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $1.6 billion. We expect to recognize 55% of the transaction price allocated to remaining performance obligations within the 12 months following April 30, 2022 in our condensed consolidated statement of operations and comprehensive loss. Contract Balances Contract assets represent amounts for which we have recognized revenue, pursuant to our revenue recognition policy, for contracts that have not yet been fully invoiced to our customers where there remains a performance obligation, typically for our multi-year arrangements. Total contract assets were $13.4 million and $12.6 million as of April 30, 2022 and January 31, 2022. The change in contract assets reflects the difference in timing between the satisfaction of our remaining performance obligations and our contractual right to bill our customers. Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. For the three months ended April 30, 2022 and 2021, we recognized revenue of $450.7 million and $357.8 million that was included in the corresponding contract liability balance at the beginning of the periods presented. We receive payments from customers based upon contractual billing schedules. We record accounts receivable when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 days. Geographic Information Revenue by geography is based on the address of the customer as specified in our master subscription agreements with our customers. Revenue by geographic area was as follows: Three Months Ended April 30, (in thousands) 2022 2021 U.S. $ 444,453 $ 368,423 International 144,239 100,655 Total revenue $ 588,692 $ 469,078 The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Three Months Ended April 30, (in thousands) 2022 2021 Deferred Contract Acquisition Costs: Beginning balance $ 315,158 $ 262,519 Additions to deferred contract acquisition costs 38,286 39,700 Amortization of deferred contract acquisition costs (32,227) (25,842) Cumulative translation adjustment (2,903) 240 Ending balance $ 318,314 $ 276,617 Deferred Contract Fulfillment Costs: Beginning balance $ 19,088 $ 12,506 Additions to deferred contract fulfillment costs 12,226 6,454 Amortization of deferred contract fulfillment costs (11,763) (5,091) Cumulative translation adjustment (627) — Ending balance $ 18,924 $ 13,869 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes our financial assets that are measured at fair value on a recurring basis: April 30, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 178 $ — $ — $ 178 Level 2: Cash equivalents (1) Commercial paper 66,452 — (13) 66,439 U.S. governmental securities 10,000 — — 10,000 Available-for-sale securities Commercial paper 118,361 — (513) 117,848 Corporate notes and bonds 272,963 2 (3,147) 269,818 U.S. governmental securities 36,799 — (289) 36,510 Level 2 total 504,575 2 (3,962) 500,615 Total $ 504,753 $ 2 $ (3,962) $ 500,793 January 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 110,716 $ — $ — $ 110,716 Level 2: Cash equivalents (1) Commercial paper 3,499 — — 3,499 Available-for-sale securities Commercial paper 126,371 1 (175) 126,197 Corporate notes and bonds 243,840 — (1,296) 242,544 U.S. governmental securities 20,036 — (76) 19,960 Level 2 total 393,746 1 (1,547) 392,200 Total $ 504,462 $ 1 $ (1,547) $ 502,916 (1) Included in “cash and cash equivalents” in our consolidated balance sheets as of April 30, 2022 and January 31, 2022, in addition to cash of $561.6 million and $394.9 million. We use quoted prices in active markets for identical assets to determine the fair value of our Level 1 investments. The fair value of our Level 2 investments is determined using pricing based on quoted market prices or alternative market observable inputs . The fair value of our Level 3 investments is determined based on an income approach using unobservable inputs. The fair value of our available-for-sale securities as of April 30, 2022, by remaining contractual maturities, were as follows (in thousands): Due in one year or less $ 329,425 Due in one to two years 94,751 $ 424,176 As of April 30, 2022 and January 31, 2022, securities in an unrealized loss position were, individually and in aggregate, not material. An allowance for credit losses was deemed unnecessary for these securities, given the extent of the unrealized loss positions as well the issuers' high credit ratings and consistent payment history. We had no liabilities measured at fair value on a recurring basis as of April 30, 2022 and January 31, 2022. Strategic Investments During the three months ended April 30, 2022, investments in equity securities without readily determinable fair values increased by $0.3 million due to adjustments related to observable price changes that occurred during the quarter. Such investments are recorded in “Other assets—noncurrent” on our condensed consolidated balance sheets. Convertible Senior Notes We estimated the fair value of the convertible senior notes based on the quoted market prices in an inactive market on the last trading day of the reporting period (Level 2). The Notes are recorded at face value less unamortized debt discount and transaction costs as “Convertible senior notes—current” and “Convertible senior notes, net—noncurrent” on our condensed consolidated balance sheets. Refer to Note 6 for further information. (in thousands) April 30, 2022 January 31, 2022 0.5% Convertible Senior Notes due in 2023 Aggregate principal amount $ 37,099 $ 37,099 Fair value amount 42,664 65,440 0% Convertible Senior Notes due in 2024 Aggregate principal amount $ 690,000 $ 690,000 Fair value amount 644,460 656,363 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Apr. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following: (in thousands) April 30, 2022 January 31, 2022 Computer and network equipment $ 132,220 $ 127,799 Software, including capitalized software development costs 84,483 82,537 Furniture and office equipment 20,905 20,939 Leasehold improvements 79,370 79,811 316,978 311,086 Less: Accumulated depreciation (180,800) (170,261) 136,178 140,825 Work in progress 47,526 43,839 Total $ 183,704 $ 184,664 Depreciation and amortization expense associated with property and equipment was $15.7 million and $13.5 million for the three months ended April 30, 2022 and 2021 . This included amortization expense related to capitalized internally-developed software costs of $4.3 million and $1.7 million for the three months ended April 30, 2022 and 2021 . For the three months ended April 30, 2022 and 2021, |
Deferred Contract Acquisition a
Deferred Contract Acquisition and Fulfillment Costs | 3 Months Ended |
Apr. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Contract Acquisition and Fulfillment Costs | Revenue Subscription revenue is recognized over time and accounted for approximately 97% and 96% of our revenue for the three months ended April 30, 2022 and 2021. Performance Obligations As of April 30, 2022, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $1.6 billion. We expect to recognize 55% of the transaction price allocated to remaining performance obligations within the 12 months following April 30, 2022 in our condensed consolidated statement of operations and comprehensive loss. Contract Balances Contract assets represent amounts for which we have recognized revenue, pursuant to our revenue recognition policy, for contracts that have not yet been fully invoiced to our customers where there remains a performance obligation, typically for our multi-year arrangements. Total contract assets were $13.4 million and $12.6 million as of April 30, 2022 and January 31, 2022. The change in contract assets reflects the difference in timing between the satisfaction of our remaining performance obligations and our contractual right to bill our customers. Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. For the three months ended April 30, 2022 and 2021, we recognized revenue of $450.7 million and $357.8 million that was included in the corresponding contract liability balance at the beginning of the periods presented. We receive payments from customers based upon contractual billing schedules. We record accounts receivable when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 days. Geographic Information Revenue by geography is based on the address of the customer as specified in our master subscription agreements with our customers. Revenue by geographic area was as follows: Three Months Ended April 30, (in thousands) 2022 2021 U.S. $ 444,453 $ 368,423 International 144,239 100,655 Total revenue $ 588,692 $ 469,078 The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Three Months Ended April 30, (in thousands) 2022 2021 Deferred Contract Acquisition Costs: Beginning balance $ 315,158 $ 262,519 Additions to deferred contract acquisition costs 38,286 39,700 Amortization of deferred contract acquisition costs (32,227) (25,842) Cumulative translation adjustment (2,903) 240 Ending balance $ 318,314 $ 276,617 Deferred Contract Fulfillment Costs: Beginning balance $ 19,088 $ 12,506 Additions to deferred contract fulfillment costs 12,226 6,454 Amortization of deferred contract fulfillment costs (11,763) (5,091) Cumulative translation adjustment (627) — Ending balance $ 18,924 $ 13,869 |
Debt
Debt | 3 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes In September 2018 we issued $575.0 million in aggregate principal amount of the 0.5% Convertible Senior Notes due in 2023 (“2023 Notes”). The net proceeds from the issuance of the 2023 Notes were $560.8 million after deducting the initial purchasers’ discounts and transaction costs. Based upon the reported sales price of our common stock, the 2023 Notes became convertible on August 1, 2020 and continued to be convertible through April 30, 2022. In January 2021 we issued $690.0 million in aggregate principal amount of the 0% Convertible Senior Notes due in 2024 (“2024 Notes,” and together with the 2023 Notes, the “Notes”). The net proceeds from the issuance of the 2024 Notes were $677.3 million after deducting the initial purchasers’ discounts and transaction costs. As of April 30, 2022, the conversion conditions for the 2024 Notes described in our 2022 Annual Report on Form 10-K were not met. Conversions of the 2023 Notes As of April 30, 2022, we received conversion notices on our 2023 Notes for an immaterial amount. No settlements occurred during the three months ended April 30, 2022. Additionally, from May 1, 2022 to June 8, 2022, we had not received any conversion notices on our 2023 Notes. The net carrying amounts of the Notes were as follows: (in thousands) April 30, 2022 January 31, 2022 2023 Notes: Principal $ 37,099 $ 37,099 Less: unamortized transaction costs (255) (303) Net carrying value of current and noncurrent liability component $ 36,844 $ 36,796 2024 Notes: Principal $ 690,000 $ 690,000 Less: unamortized transaction costs (7,253) (8,309) Net carrying value of noncurrent liability component $ 682,747 $ 681,691 The effective interest rate on the 2023 Notes was 1.0%. The effective interest rate on the 2024 notes was 0.6%. Interest expense recognized related to the Notes was as follows: Three Months Ended April 30, (in thousands) 2022 2021 Contractual interest expense $ 46 $ 36 Amortization of transaction costs 1,101 1,181 Total $ 1,147 $ 1,217 Capped Calls To minimize the potential economic dilution to our common stock upon conversion of the Notes, we entered into privately-negotiated capped call transactions (“Capped Calls”) with certain counterparties. The material terms of the capped call transactions were as follows: (in thousands, except per share amounts) 2023 Notes 2024 Notes Aggregate cost of capped calls $ 67,563 $ 31,395 Initial strike price per share (1) $ 71.50 $ 420.24 Initial cap price per share (1) $ 110.00 $ 525.30 Shares of our common stock covered by the capped calls (1) 8,042 1,642 (1) Subject to adjustments for certain events, such as merger events and tender offers, and anti-dilution adjustments Impact on Loss Per Share In periods when we have net income, the shares of our common stock subject to the Notes outstanding during the period are included in our diluted earnings per share under the if-converted method. Capped Calls are excluded from the calculation of diluted earnings per share, as they would be antidilutive. Upon conversion, there will be no economic dilution from the Notes unless the market price of our common stock exceeds the cap prices listed above in the Capped Calls section, as exercise of the Capped Calls offsets any dilution from the Notes from the conversion price up to the cap price. As of April 30, 2022, the market price of our common stock did not exceed the $110.00 per share cap price associated with the 2023 Notes nor the $525.30 cap price associated with the 2024 Notes; therefore, the 2023 Notes would not have caused economic dilution if converted. Revolving Credit Facility In January 2021, we entered into a credit agreement with a syndicate of banks. The credit agreement extended a senior secured revolving credit facility (the “Credit Facility”) to us in an aggregate principal amount of $500.0 million, which amount may be increased by an additional $250.0 million subject to the terms of the credit agreement. We may use the proceeds of future borrowings under the credit facility to finance working capital, for capital expenditures and for other general corporate purposes, including permitted acquisitions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of April 30, 2022, we had outstanding unused letters of credit associated with our various operating leases totaling $7.3 million. We have entered into certain noncancellable contractual arrangements that require future purchases of goods and services. These arrangements primarily relate to cloud infrastructure support and sales and marketing activities. As of April 30, 2022, the future noncancellable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows: Fiscal Period: Amount (in thousands) 2023, remainder $ 50,468 2024 57,517 2025 21,903 2026 9,397 2027 2,694 Thereafter 2,015 Total $ 143,994 In May 2022, the Company entered into an agreement with a public cloud computing service provider for a five-year commitment of $175.0 million. Indemnification We enter into indemnification provisions under our agreements with customers and other companies in the ordinary course of business, including business partners, contractors and parties performing our research and development. Pursuant to these arrangements, we agree to indemnify and defend the indemnified party for certain claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of our activities. The duration of these indemnification agreements is generally perpetual. The maximum potential amount of future payments we could be required to make under these indemnification clauses or agreements is not determinable. Historically, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these indemnification agreements is not material as of April 30, 2022, and January 31, 2022. We maintain commercial general liability insurance and product liability insurance to offset certain of our potential liabilities under these indemnification agreements. We have entered into indemnification agreements with each of our directors, executive officers and certain other officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us. Claims and Litigation From time to time, we may be subject to legal proceedings, claims and litigation made against us in the ordinary course of business. We believe the final outcome of these matters will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows. DocuSign, Inc. Securities Litigation and Related Derivative Litigation On February 8, 2022, a putative securities class action was filed in the U.S. District Court for the Northern District of California, captioned Weston v. DocuSign, Inc., et al., Case No. 3:22-cv-00824, naming DocuSign and certain of our current and former officers as defendants. The complaint purports to allege claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about our business and prospects during the course of the COVID-19 pandemic. The suit is purportedly brought on behalf of purchasers of our securities between June 4, 2020 and December 2, 2021. We are not yet required to respond to the complaint, but believe it is devoid of merit. An earlier action alleging similar claims against the same defendants, captioned Collins v. DocuSign, Inc., et al., Case No. 3:22-cv-00851, filed in the Eastern District of New York and subsequently transferred to the Northern District of California, was voluntarily dismissed on February 14, 2022. Three putative shareholder derivative cases have been filed containing allegations based on or similar to those in the securities class action. The cases were filed on May 17, 2022, in the U.S. District Court for the District of Delaware, captioned Potteti v. Springer, et al., Case No. 1:22-cv-00652; on May 19, 2022 in the U.S. District Court for the Northern District of California, captioned Lapin v. Springer, et al., Case No. 3:22-cv-02980; and on May 20, 2022, also in the U.S. District Court for the Northern District of California, captioned Votto v. Springer, et al., Case No. 3:22-cv-02987. Each case is allegedly brought on the Company’s behalf. The suits name the Company as a nominal defendant and, depending on the particular case, the members of our board of directors or, in certain instances, current or former officers, as defendants. While the complaints vary, they are based largely on the same allegations as the securities class action suit described above, including allegations relating to our disclosures between June 4, 2020 and December 2, 2021 as well as, in certain instances, alleged insider trading. Collectively, these lawsuits purport to assert claims for, among other things, breach of fiduciary duty, aiding and abetting such breach, corporate waste, unjust enrichment, and under Sections 10(b) and 21D of the Securities Exchange Act of 1934. The Complaints seek to recover unspecified damages and other relief on the Company’s behalf. We are not yet required to respond to any of these derivative suits. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Apr. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Equity Incentive Plans We maintain three stock-based compensation plans: the 2018 Equity Incentive Plan (the “2018 Plan”), the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) and the Amended and Restated 2003 Stock Plan (the “2003 Plan”). As of April 30, 2022, 50.7 million shares of our common stock were available for issuance under the 2018 Plan. Restricted Stock Units Restricted stock unit (“RSU”) activity for the three months ended April 30, 2022 was as follows: (in thousands, except per share data) Number of Units Weighted-Average Grant Date Fair Value Unvested at January 31, 2022 7,843 $ 146.52 Granted 2,459 97.19 Vested (978) 97.59 Canceled (639) 139.40 Unvested at April 30, 2022 8,685 $ 138.68 As of April 30, 2022, our total unrecognized compensation cost related to RSUs was $911.6 million. We expect to recognize this expense over the remaining weighted-average period of approximately 2.3 years. We have $49.4 million and $55.7 million of unvested RSUs that are subject to market-based vesting conditions as of April 30, 2022 and January 31, 2022. Stock Options Option activity for the three months ended April 30, 2022 was as follows: (in thousands, except years and per share data) Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 31, 2022, all vested and exercisable 3,105 $ 16.41 4.45 $ 339,286 Exercised (179) 10.94 Outstanding at April 30, 2022, all vested and exercisable 2,926 $ 16.74 4.30 $ 187,884 As of April 30, 2022, there was no remaining unrecognized compensation cost related to stock option grants. 2018 Employee Stock Purchase Plan The Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of our common stock at a discounted price, normally through payroll deductions, subject to the terms of the ESPP and applicable law. As of April 30, 2022, 9.7 million shares of our common stock were reserved for issuance under the ESPP. Compensation expense related to the ESPP was $5.0 million and $4.3 million for the three months ended April 30, 2022 and 2021. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 3 Months Ended |
Apr. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for periods presented: Three Months Ended April 30, (in thousands, except per share data) 2022 2021 Numerator: Net loss attributable to common stockholders $ (27,373) $ (8,354) Denominator: Weighted-average common shares outstanding 199,666 194,342 Net loss per share attributable to common stockholders: Basic and diluted $ (0.14) $ (0.04) Outstanding potentially dilutive securities that were excluded from the diluted per share calculations because they would have been antidilutive are as follows: April 30, (in thousands) 2022 2021 RSUs 8,685 9,194 Stock options 2,926 4,310 ESPP 437 158 Convertible senior notes 2,161 2,737 Total antidilutive securities 14,209 16,399 |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesOur tax provision from income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment. There were no material discrete items in the quarter. Our income tax provision was $1.8 million and $2.0 million for the three months ended April 30, 2022 and 2021. We review the likelihood that we will realize the benefit of our deferred tax assets and, therefore, the need for valuation allowances, on a quarterly basis. We maintain a valuation allowance against certain deferred tax assets, including all U.S. consolidated group deferred tax assets and certain foreign deferred tax assets as a result of our history of losses in the U.S. and certain foreign jurisdictions, and the variability and uncertainty of our operating results. In the event we determine our deferred tax assets are realizable based on our assessment of relevant factors, an adjustment to the valuation allowance may increase income in the period such determination is made. As of April 30, 2022, our gross unrecognized tax benefits totaled $48.1 million, excluding related accrued interest and penalties, of which $14.1 million would impact the effective tax rate if recognized. Our policy is to account for interest and penalties related to uncertain tax positions as a component of income tax provision. We do not expect to have any significant changes to unrecognized tax benefits during the next twelve months. We are subject to taxation in the U.S. and various foreign jurisdictions. Our tax years from inception in 2003 through April 30, 2022 remain subject to examination by U.S. and California taxing authorities, as well as taxing authorities in various other state and foreign jurisdictions. We are under examination by the Israel Tax Authority for the period January 1, 2016 through January 31, 2021. We are not under examination in any other material jurisdiction. We believe that adequate amounts have been reserved in all jurisdictions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Basis of Presentation and Principles of Consolidation Our condensed consolidated financial statements include those of DocuSign, Inc. and our subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, these unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our fiscal 2022 Annual Report on Form 10-K. |
Basis of Presentation | Our condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and, in our opinion, include all adjustments of a normal recurring nature necessary for the fair statement of our financial position, results of operations and cash flows. Our condensed consolidated balance sheet as of January 31, 2022 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended April 30, 2022 are not necessarily indicative of the results to be expected for the year ending January 31, 2023 . |
Fiscal Year | O ur fiscal year ends on January 3 1. References to fiscal 2023, for example, are to the fiscal year ending January 31, 2023 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the condensed consolidated financial statements and notes thereto. Significant items subject to such estimates and assumptions made by management include, but are not limited to, the determination of: • the average period of benefit associated with deferred contract acquisition costs and fulfillment costs; • the valuation of strategic investments; • the fair value of certain stock awards issued; • the f air value of convertible notes; • the useful life and recoverability of long-lived assets; • the discount rate used for operating leases; and • the recognition, measurement and valuation of deferred income taxes. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues by geographic area | Revenue by geographic area was as follows: Three Months Ended April 30, (in thousands) 2022 2021 U.S. $ 444,453 $ 368,423 International 144,239 100,655 Total revenue $ 588,692 $ 469,078 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of assets and liabilities measured at fair value on a recurring basis | The following table summarizes our financial assets that are measured at fair value on a recurring basis: April 30, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 178 $ — $ — $ 178 Level 2: Cash equivalents (1) Commercial paper 66,452 — (13) 66,439 U.S. governmental securities 10,000 — — 10,000 Available-for-sale securities Commercial paper 118,361 — (513) 117,848 Corporate notes and bonds 272,963 2 (3,147) 269,818 U.S. governmental securities 36,799 — (289) 36,510 Level 2 total 504,575 2 (3,962) 500,615 Total $ 504,753 $ 2 $ (3,962) $ 500,793 January 31, 2022 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 110,716 $ — $ — $ 110,716 Level 2: Cash equivalents (1) Commercial paper 3,499 — — 3,499 Available-for-sale securities Commercial paper 126,371 1 (175) 126,197 Corporate notes and bonds 243,840 — (1,296) 242,544 U.S. governmental securities 20,036 — (76) 19,960 Level 2 total 393,746 1 (1,547) 392,200 Total $ 504,462 $ 1 $ (1,547) $ 502,916 (1) Included in “cash and cash equivalents” in our consolidated balance sheets as of April 30, 2022 and January 31, 2022, in addition to cash of $561.6 million and $394.9 million. |
Fair value of available-for-sale marketable securities by remaining contractual maturities | The fair value of our available-for-sale securities as of April 30, 2022, by remaining contractual maturities, were as follows (in thousands): Due in one year or less $ 329,425 Due in one to two years 94,751 $ 424,176 |
Schedule of convertible senior notes | (in thousands) April 30, 2022 January 31, 2022 0.5% Convertible Senior Notes due in 2023 Aggregate principal amount $ 37,099 $ 37,099 Fair value amount 42,664 65,440 0% Convertible Senior Notes due in 2024 Aggregate principal amount $ 690,000 $ 690,000 Fair value amount 644,460 656,363 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment consisted of the following: (in thousands) April 30, 2022 January 31, 2022 Computer and network equipment $ 132,220 $ 127,799 Software, including capitalized software development costs 84,483 82,537 Furniture and office equipment 20,905 20,939 Leasehold improvements 79,370 79,811 316,978 311,086 Less: Accumulated depreciation (180,800) (170,261) 136,178 140,825 Work in progress 47,526 43,839 Total $ 183,704 $ 184,664 |
Deferred Contract Acquisition_2
Deferred Contract Acquisition and Fulfillment Costs (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred contract costs | The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Three Months Ended April 30, (in thousands) 2022 2021 Deferred Contract Acquisition Costs: Beginning balance $ 315,158 $ 262,519 Additions to deferred contract acquisition costs 38,286 39,700 Amortization of deferred contract acquisition costs (32,227) (25,842) Cumulative translation adjustment (2,903) 240 Ending balance $ 318,314 $ 276,617 Deferred Contract Fulfillment Costs: Beginning balance $ 19,088 $ 12,506 Additions to deferred contract fulfillment costs 12,226 6,454 Amortization of deferred contract fulfillment costs (11,763) (5,091) Cumulative translation adjustment (627) — Ending balance $ 18,924 $ 13,869 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | The net carrying amounts of the Notes were as follows: (in thousands) April 30, 2022 January 31, 2022 2023 Notes: Principal $ 37,099 $ 37,099 Less: unamortized transaction costs (255) (303) Net carrying value of current and noncurrent liability component $ 36,844 $ 36,796 2024 Notes: Principal $ 690,000 $ 690,000 Less: unamortized transaction costs (7,253) (8,309) Net carrying value of noncurrent liability component $ 682,747 $ 681,691 Three Months Ended April 30, (in thousands) 2022 2021 Contractual interest expense $ 46 $ 36 Amortization of transaction costs 1,101 1,181 Total $ 1,147 $ 1,217 |
Schedule of capped calls | The material terms of the capped call transactions were as follows: (in thousands, except per share amounts) 2023 Notes 2024 Notes Aggregate cost of capped calls $ 67,563 $ 31,395 Initial strike price per share (1) $ 71.50 $ 420.24 Initial cap price per share (1) $ 110.00 $ 525.30 Shares of our common stock covered by the capped calls (1) 8,042 1,642 (1) Subject to adjustments for certain events, such as merger events and tender offers, and anti-dilution adjustments |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of noncancelable contractual obligations | As of April 30, 2022, the future noncancellable minimum payments due under these contractual obligations with a remaining term of more than one year were as follows: Fiscal Period: Amount (in thousands) 2023, remainder $ 50,468 2024 57,517 2025 21,903 2026 9,397 2027 2,694 Thereafter 2,015 Total $ 143,994 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Equity [Abstract] | |
Schedule of RSU activity | Restricted stock unit (“RSU”) activity for the three months ended April 30, 2022 was as follows: (in thousands, except per share data) Number of Units Weighted-Average Grant Date Fair Value Unvested at January 31, 2022 7,843 $ 146.52 Granted 2,459 97.19 Vested (978) 97.59 Canceled (639) 139.40 Unvested at April 30, 2022 8,685 $ 138.68 |
Schedule of stock option activity | Option activity for the three months ended April 30, 2022 was as follows: (in thousands, except years and per share data) Number of Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 31, 2022, all vested and exercisable 3,105 $ 16.41 4.45 $ 339,286 Exercised (179) 10.94 Outstanding at April 30, 2022, all vested and exercisable 2,926 $ 16.74 4.30 $ 187,884 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted loss per share | The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders for periods presented: Three Months Ended April 30, (in thousands, except per share data) 2022 2021 Numerator: Net loss attributable to common stockholders $ (27,373) $ (8,354) Denominator: Weighted-average common shares outstanding 199,666 194,342 Net loss per share attributable to common stockholders: Basic and diluted $ (0.14) $ (0.04) |
Schedule of antidilutive securities | Outstanding potentially dilutive securities that were excluded from the diluted per share calculations because they would have been antidilutive are as follows: April 30, (in thousands) 2022 2021 RSUs 8,685 9,194 Stock options 2,926 4,310 ESPP 437 158 Convertible senior notes 2,161 2,737 Total antidilutive securities 14,209 16,399 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 12 Months Ended |
Jan. 31, 2021USD ($) | |
Accounting Policies [Abstract] | |
Operating lease, impairment loss | $ 5.1 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Jan. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligations | $ 1,600 | ||
Contract assets | 13.4 | $ 12.6 | |
Revenue recognized that was included in contract liability balance at the beginning of the period | $ 450.7 | $ 357.8 | |
Payment term | 30 days | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-05-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, percentage | 55.00% | ||
Remaining performance obligations, period of recognition | 12 months | ||
Product concentration risk | Revenue | Subscription | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 97.00% | 96.00% |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 588,692 | $ 469,078 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 444,453 | 368,423 |
International | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 144,239 | $ 100,655 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 504,753 | $ 504,462 |
Gross Unrealized Gains | 2 | 1 |
Gross Unrealized Losses | (3,962) | (1,547) |
Estimated Fair Value | 500,793 | 502,916 |
Cash | 561,600 | 394,900 |
Short-term Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Estimated Fair Value | 424,176 | |
Level 2 | Short-term Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 504,575 | 393,746 |
Gross Unrealized Gains | 2 | 1 |
Gross Unrealized Losses | (3,962) | (1,547) |
Estimated Fair Value | 500,615 | 392,200 |
Commercial paper | Level 2 | Cash and Cash Equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 66,452 | 3,499 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (13) | 0 |
Estimated Fair Value | 66,439 | 3,499 |
Commercial paper | Level 2 | Short-term Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 118,361 | 126,371 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (513) | (175) |
Estimated Fair Value | 117,848 | 126,197 |
U.S. governmental securities | Level 2 | Cash and Cash Equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 10,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 10,000 | |
U.S. governmental securities | Level 2 | Short-term Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 36,799 | 20,036 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (289) | (76) |
Estimated Fair Value | 36,510 | 19,960 |
Corporate notes and bonds | Level 2 | Short-term Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 272,963 | 243,840 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (3,147) | (1,296) |
Estimated Fair Value | 269,818 | 242,544 |
Money market funds | Level 1 | Cash and Cash Equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 178 | 110,716 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 178 | $ 110,716 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Available-for-Sale Marketable Securities by Remaining Contractual Maturities (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total available-for-sale securities | $ 500,793 | $ 502,916 |
Short-term Investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Due in one year or less | 329,425 | |
Due in one to two years | 94,751 | |
Total available-for-sale securities | $ 424,176 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | |
Apr. 30, 2022 | Jan. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Equity securities without readily determinable fair value, upward price adjustment | $ 300,000 | |
Fair Value, Recurring | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities measured at fair value on a recurring basis | $ 0 | $ 0 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Convertible Notes (Details) - Convertible Debt - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Sep. 30, 2018 |
Convertible Senior Notes Due 2023 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Principal | $ 37,099 | $ 37,099 | ||
Fair value amount | 42,664 | 65,440 | ||
Debt interest rate percentage | 0.50% | |||
Convertible Senior Notes Due 2024 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Principal | 690,000 | 690,000 | ||
Fair value amount | $ 644,460 | $ 656,363 | ||
Debt interest rate percentage | 0.00% |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Jan. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 183,704 | $ 184,664 | |
Depreciation expense | 15,700 | $ 13,500 | |
Capitalized computer software, amortization | 4,300 | 1,700 | |
Capitalized software costs | 10,500 | 7,800 | |
Capitalized stock-based compensation | 2,800 | $ 2,000 | |
Property and equipment, excluding work in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 316,978 | 311,086 | |
Less: Accumulated depreciation | (180,800) | (170,261) | |
Property and equipment, net | 136,178 | 140,825 | |
Computer and network equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 132,220 | 127,799 | |
Software, including capitalized software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 84,483 | 82,537 | |
Furniture and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 20,905 | 20,939 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 79,370 | 79,811 | |
Work in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, net | $ 47,526 | $ 43,839 |
Deferred Contract Acquisition_3
Deferred Contract Acquisition and Fulfillment Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Capitalized Contract Cost, Net [Roll Forward] | ||
Amortization of deferred contract acquisition costs | $ (43,990) | $ (30,933) |
Deferred Contract Acquisition Costs: | ||
Capitalized Contract Cost, Net [Roll Forward] | ||
Beginning balance | 315,158 | 262,519 |
Additions to deferred contract acquisition costs | 38,286 | 39,700 |
Amortization of deferred contract acquisition costs | (32,227) | (25,842) |
Cumulative translation adjustment | (2,903) | 240 |
Ending balance | 318,314 | 276,617 |
Deferred Contract Fulfillment Costs: | ||
Capitalized Contract Cost, Net [Roll Forward] | ||
Beginning balance | 19,088 | 12,506 |
Additions to deferred contract acquisition costs | 12,226 | 6,454 |
Amortization of deferred contract acquisition costs | (11,763) | (5,091) |
Cumulative translation adjustment | (627) | 0 |
Ending balance | $ 18,924 | $ 13,869 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2021 | Sep. 30, 2018 | Apr. 30, 2022 | |
Convertible Senior Notes Due 2023 | Capped Calls | |||
Debt Conversion [Line Items] | |||
Initial cap price (in usd per share) | $ 110 | ||
Convertible Senior Notes Due 2023 | Convertible Debt | |||
Debt Conversion [Line Items] | |||
Principle on face amount of debt | $ 575,000,000 | ||
Debt interest rate percentage | 0.50% | ||
Proceeds from issuance of debt | $ 560,800,000 | ||
Aggregate amount of principle settled | $ 0 | ||
Debt instrument, effective interest rate | 1.00% | ||
Convertible Senior Notes Due 2023 | Convertible Debt | Capped Calls | |||
Debt Conversion [Line Items] | |||
Initial cap price (in usd per share) | $ 110 | ||
Convertible Senior Notes Due 2024 | Capped Calls | |||
Debt Conversion [Line Items] | |||
Initial cap price (in usd per share) | 525.30 | ||
Convertible Senior Notes Due 2024 | Convertible Debt | |||
Debt Conversion [Line Items] | |||
Principle on face amount of debt | $ 690,000,000 | ||
Debt interest rate percentage | 0.00% | ||
Proceeds from issuance of debt | $ 677,300,000 | ||
Debt instrument, effective interest rate | 0.60% | ||
Convertible Senior Notes Due 2024 | Convertible Debt | Capped Calls | |||
Debt Conversion [Line Items] | |||
Initial cap price (in usd per share) | $ 525.30 | ||
Credit Facility | Revolving Credit Facility | |||
Debt Conversion [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 500,000,000 | ||
Line of credit, additional borrowing amount | $ 250,000,000 | ||
Credit Facility | Revolving Credit Facility | Minimum | |||
Debt Conversion [Line Items] | |||
Line of credit, commitment fee percentage on undrawn balance | 0.25% | ||
Credit Facility | Revolving Credit Facility | Maximum | |||
Debt Conversion [Line Items] | |||
Line of credit, commitment fee percentage on undrawn balance | 0.30% |
Debt - Carrying Value of Liabil
Debt - Carrying Value of Liability Component (Details) - Convertible Debt - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 31, 2022 |
Convertible Senior Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Principal | $ 37,099 | $ 37,099 |
Less: unamortized transaction costs | (255) | (303) |
Net carrying value of current and noncurrent liability component | 36,844 | 36,796 |
Convertible Senior Notes Due 2024 | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 690,000 |
Less: unamortized transaction costs | (7,253) | (8,309) |
Net carrying value of current and noncurrent liability component | $ 682,747 | $ 681,691 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 46 | $ 36 |
Amortization of transaction costs | 1,101 | 1,181 |
Total | $ 1,147 | $ 1,217 |
Debt - Schedule of Capped Calls
Debt - Schedule of Capped Calls (Details) - Capped Calls $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Apr. 30, 2022USD ($)$ / sharesshares | |
Convertible Senior Notes Due 2023 | |
Option Indexed to Issuer's Equity [Line Items] | |
Initial cap price (in usd per share) | $ 110 |
Convertible Senior Notes Due 2024 | |
Option Indexed to Issuer's Equity [Line Items] | |
Initial cap price (in usd per share) | $ 525.30 |
Convertible Debt | Convertible Senior Notes Due 2023 | |
Option Indexed to Issuer's Equity [Line Items] | |
Aggregate cost of capped calls | $ | $ 67,563 |
Initial strike price (in usd per share) | $ 71.50 |
Initial cap price (in usd per share) | $ 110 |
Shares covered by capped calls (in shares) | shares | 8,042 |
Convertible Debt | Convertible Senior Notes Due 2024 | |
Option Indexed to Issuer's Equity [Line Items] | |
Aggregate cost of capped calls | $ | $ 31,395 |
Initial strike price (in usd per share) | $ 420.24 |
Initial cap price (in usd per share) | $ 525.30 |
Shares covered by capped calls (in shares) | shares | 1,642 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | |
May 31, 2022 | Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 7,300 | |
Subsequent Event [Line Items] | ||
Minimum commitment | $ 143,994 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Purchase commitment, term | 5 years | |
Minimum commitment | $ 175,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Purchase Obligations (Details) $ in Thousands | Apr. 30, 2022USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2023, remainder | $ 50,468 |
2024 | 57,517 |
2025 | 21,903 |
2026 | 9,397 |
2027 | 2,694 |
Thereafter | 2,015 |
Total | $ 143,994 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) shares in Thousands | 3 Months Ended | ||
Apr. 30, 2022USD ($)planshares | Apr. 30, 2021USD ($) | Jan. 31, 2022shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of stock-based compensation plans | plan | 3 | ||
Unrecognized compensation cost, options | $ | $ 0 | ||
Employee stock purchase plan, compensation expense | $ | 110,723,000 | $ 81,637,000 | |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost, RSUs | $ | $ 911,600,000 | ||
Unrecognized compensation cost, remaining weighted-average period for recognition | 2 years 3 months 18 days | ||
RSUs outstanding (in shares) | shares | 8,685 | 7,843 | |
RSUs | Market Based Vesting Conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
RSUs outstanding (in shares) | shares | 49,400 | 55,700 | |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee stock purchase plan, compensation expense | $ | $ 5,000,000 | $ 4,300,000 | |
2018 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reserved for future issuance (in shares) | shares | 50,700 | ||
2018 ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reserved for future issuance (in shares) | shares | 9,700 |
Stockholders' Equity - RSU Acti
Stockholders' Equity - RSU Activity (Details) - RSUs shares in Thousands | 3 Months Ended |
Apr. 30, 2022$ / sharesshares | |
Number of Units | |
Unvested at beginning of period (in shares) | shares | 7,843 |
Granted (in shares) | shares | 2,459 |
Vested (in shares) | shares | (978) |
Canceled (in shares) | shares | (639) |
Unvested at end of period (in shares) | shares | 8,685 |
Weighted-Average Grant Date Fair Value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 146.52 |
Granted (in usd per share) | $ / shares | 97.19 |
Vested (in usd per share) | $ / shares | 97.59 |
Canceled (in usd per share) | $ / shares | 139.40 |
Unvested at end of period (in usd per share) | $ / shares | $ 138.68 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Jan. 31, 2022 | |
Number of Options | ||
Beginning balance (in shares) | 3,105 | |
Options exercised (in shares) | (179) | |
Ending balance (in shares) | 2,926 | 3,105 |
Weighted-Average Exercise Price Per Share | ||
Beginning balance (in usd per share) | $ 16.41 | |
Options exercised (in usd per share) | 10.94 | |
Ending balance (in usd per share) | $ 16.74 | $ 16.41 |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding balance | 4 years 3 months 18 days | 4 years 5 months 12 days |
Aggregate Intrinsic Value | ||
Outstanding balance | $ 187,884 | $ 339,286 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Numerator: | ||
Net loss attributable to common stockholders, basic | $ (27,373) | $ (8,354) |
Net loss attributable to common stockholders, diluted | $ (27,373) | $ (8,354) |
Denominator: | ||
Weighted-average common shares outstanding, basic (in shares) | 199,666 | 194,342 |
Weighted-average common shares outstanding, diluted (in shares) | 199,666 | 194,342 |
Net loss per share attributable to common stockholders: | ||
Basic (in usd per share) | $ (0.14) | $ (0.04) |
Diluted (in usd per share) | $ (0.14) | $ (0.04) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 14,209 | 16,399 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 8,685 | 9,194 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,926 | 4,310 |
ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 437 | 158 |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,161 | 2,737 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 1,848 | $ 1,982 |
Unrecognized tax benefits | 48,100 | |
Unrecognized tax benefits that would impact effective tax rate | $ 14,100 |
Uncategorized Items - docu-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |