Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 31, 2023 | Aug. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2023 | |
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 $0.0001 per share | |
Trading Symbol | DOCU | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 203,205,081 | |
Entity Central Index Key | 0001261333 | |
Current Fiscal Year End Date | --01-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 1,017,778 | $ 721,895 |
Investments—current | 426,271 | 309,771 |
Accounts receivable, net of allowance for doubtful accounts of $5,697 and $6,011 as of July 31, 2023 and January 31, 2023 | 414,740 | 516,914 |
Contract assets—current | 16,188 | 12,437 |
Prepaid expenses and other current assets | 81,492 | 69,987 |
Total current assets | 1,956,469 | 1,631,004 |
Investments—noncurrent | 85,202 | 186,049 |
Property and equipment, net | 220,916 | 199,892 |
Operating lease right-of-use assets | 131,341 | 141,493 |
Goodwill | 353,345 | 353,619 |
Intangible assets, net | 60,304 | 70,280 |
Deferred contract acquisition costs—noncurrent | 369,749 | 350,899 |
Other assets—noncurrent | 90,079 | 79,484 |
Total assets | 3,267,405 | 3,012,720 |
Current liabilities | ||
Accounts payable | 5,803 | 24,393 |
Accrued expenses and other current liabilities | 109,349 | 100,987 |
Accrued compensation | 162,243 | 163,133 |
Convertible senior notes—current | 725,105 | 722,887 |
Contract liabilities—current | 1,208,411 | 1,172,867 |
Operating lease liabilities—current | 23,053 | 24,055 |
Total current liabilities | 2,233,964 | 2,208,322 |
Contract liabilities—noncurrent | 21,839 | 16,925 |
Operating lease liabilities—noncurrent | 130,746 | 141,348 |
Deferred tax liability—noncurrent | 13,923 | 10,723 |
Other liabilities—noncurrent | 19,174 | 18,115 |
Total liabilities | 2,419,646 | 2,395,433 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value; 10,000 shares authorized, 0 shares issued and outstanding as of July 31, 2023 and January 31, 2023 | 0 | 0 |
Common stock, $0.0001 par value; 500,000 shares authorized, 203,197 shares outstanding as of July 31, 2023; 500,000 shares authorized, 201,904 shares outstanding as of January 31, 2023 | 20 | 20 |
Treasury stock, at cost: 15 shares as of July 31, 2023; 10 shares as of January 31, 2023 | (2,027) | (1,785) |
Additional paid-in capital | 2,530,532 | 2,240,732 |
Accumulated other comprehensive loss | (19,536) | (22,996) |
Accumulated deficit | (1,661,230) | (1,598,684) |
Total stockholders’ equity | 847,759 | 617,287 |
Total liabilities and equity | $ 3,267,405 | $ 3,012,720 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss | $ 5,697 | $ 6,011 |
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) | 203,197,000 | 201,904,000 |
Treasury stock, shares (in shares) | 15,000 | 10,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Revenue: | ||||
Total revenue | $ 687,687,000 | $ 622,184,000 | $ 1,349,075,000 | $ 1,210,876,000 |
Cost of revenue: | ||||
Total cost of revenue | 145,582,000 | 136,704,000 | 282,069,000 | 269,120,000 |
Gross profit | 542,105,000 | 485,480,000 | 1,067,006,000 | 941,756,000 |
Operating expenses: | ||||
Sales and marketing | 294,838,000 | 323,582,000 | 575,443,000 | 624,279,000 |
Research and development | 135,960,000 | 126,532,000 | 251,324,000 | 238,759,000 |
General and administrative | 103,884,000 | 76,456,000 | 208,695,000 | 139,034,000 |
Restructuring and other related charges | 811,000 | 0 | 29,583,000 | 0 |
Total operating expenses | 535,493,000 | 526,570,000 | 1,065,045,000 | 1,002,072,000 |
Income (loss) from operations | 6,612,000 | (41,090,000) | 1,961,000 | (60,316,000) |
Interest expense | (1,592,000) | (1,632,000) | (3,558,000) | (3,281,000) |
Interest income and other income (expense), net | 17,455,000 | 1,003,000 | 29,700,000 | (3,647,000) |
Income (loss) before provision for income taxes | 22,475,000 | (41,719,000) | 28,103,000 | (67,244,000) |
Provision for income taxes | 15,080,000 | 3,359,000 | 20,169,000 | 5,207,000 |
Net income (loss) | $ 7,395,000 | $ (45,078,000) | $ 7,934,000 | $ (72,451,000) |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in usd per share) | $ 0.04 | $ (0.22) | $ 0.04 | $ (0.36) |
Diluted (in usd per share) | $ 0.04 | $ (0.22) | $ 0.04 | $ (0.36) |
Weighted-average shares used in computing net income (loss) per share: | ||||
Basic (in shares) | 203,703 | 200,618 | 203,177 | 200,150 |
Diluted (in shares) | 208,192 | 200,618 | 208,284 | 200,150 |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss), net of tax | $ 2,075,000 | $ (5,029,000) | $ 2,506,000 | $ (16,854,000) |
Unrealized gains (losses) on investments, net of tax | 306,000 | (369,000) | 954,000 | (2,783,000) |
Other comprehensive income (loss) | 2,381,000 | (5,398,000) | 3,460,000 | (19,637,000) |
Comprehensive income (loss) | 9,776,000 | (50,476,000) | 11,394,000 | (92,088,000) |
Stock-based compensation expense included in costs and expenses: | ||||
Stock-based compensation expense | 296,413,000 | 251,930,000 | ||
Sales and marketing | ||||
Stock-based compensation expense included in costs and expenses: | ||||
Stock-based compensation expense | 51,563,000 | 61,218,000 | 96,889,000 | 108,649,000 |
Research and development | ||||
Stock-based compensation expense included in costs and expenses: | ||||
Stock-based compensation expense | 45,151,000 | 40,978,000 | 81,148,000 | 73,183,000 |
General and administrative | ||||
Stock-based compensation expense included in costs and expenses: | ||||
Stock-based compensation expense | 34,592,000 | 19,539,000 | 74,934,000 | 34,931,000 |
Restructuring and other related charges | ||||
Stock-based compensation expense included in costs and expenses: | ||||
Stock-based compensation expense | 34,000 | 0 | 4,988,000 | 0 |
Subscription | ||||
Revenue: | ||||
Total revenue | 669,367,000 | 605,194,000 | 1,308,674,000 | 1,174,445,000 |
Cost of revenue: | ||||
Total cost of revenue | 116,185,000 | 107,931,000 | 225,127,000 | 213,090,000 |
Subscription | Cost of revenue | ||||
Stock-based compensation expense included in costs and expenses: | ||||
Stock-based compensation expense | 13,081,000 | 12,994,000 | 24,438,000 | 23,607,000 |
Professional services and other | ||||
Revenue: | ||||
Total revenue | 18,320,000 | 16,990,000 | 40,401,000 | 36,431,000 |
Cost of revenue: | ||||
Total cost of revenue | 29,397,000 | 28,773,000 | 56,942,000 | 56,030,000 |
Professional services and other | Cost of revenue | ||||
Stock-based compensation expense included in costs and expenses: | ||||
Stock-based compensation expense | $ 7,286,000 | $ 6,478,000 | $ 14,016,000 | $ 11,560,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
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) | 719 | |||||
Exercise of stock options | 10,626 | 10,626 | ||||
Settlement of restricted stock units and employee stock purchase plan (in shares) | 1,347 | |||||
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | (47,473) | (47,357) | (116) | |||
Employee stock purchase plan (in shares) | 265 | |||||
Employee stock purchase plan | $ 24,151 | 24,151 | ||||
Repurchases of common stock (in shares) | (400) | (394) | ||||
Repurchases of common stock | $ (25,007) | (25,007) | ||||
Employee stock-based compensation | 261,419 | 261,419 | ||||
Net income (loss) | (72,451) | (72,451) | ||||
Other comprehensive income (loss), net | (19,637) | (19,637) | ||||
Ending balance (in shares) at Jul. 31, 2022 | 200,771 | |||||
Ending balance at Jul. 31, 2022 | 407,131 | $ 20 | 1,968,852 | (1,648) | (24,446) | (1,535,647) |
Beginning balance (in shares) at Apr. 30, 2022 | 199,920 | |||||
Beginning balance at Apr. 30, 2022 | 348,949 | $ 20 | 1,835,187 | (1,648) | (19,048) | (1,465,562) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 540 | |||||
Exercise of stock options | 8,689 | 8,689 | ||||
Settlement of restricted stock units and employee stock purchase plan (in shares) | 705 | |||||
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | $ (21,953) | (21,953) | ||||
Repurchases of common stock (in shares) | (400) | (394) | ||||
Repurchases of common stock | $ (25,007) | (25,007) | ||||
Employee stock-based compensation | 146,929 | 146,929 | ||||
Net income (loss) | (45,078) | (45,078) | ||||
Other comprehensive income (loss), net | (5,398) | (5,398) | ||||
Ending balance (in shares) at Jul. 31, 2022 | 200,771 | |||||
Ending balance at Jul. 31, 2022 | $ 407,131 | $ 20 | 1,968,852 | (1,648) | (24,446) | (1,535,647) |
Beginning balance (in shares) at Jan. 31, 2023 | 201,904 | 201,904 | ||||
Beginning balance at Jan. 31, 2023 | $ 617,287 | $ 20 | 2,240,732 | (1,785) | (22,996) | (1,598,684) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 76 | 76 | ||||
Exercise of stock options | $ 832 | 832 | ||||
Settlement of restricted stock units and employee stock purchase plan (in shares) | 3,285 | |||||
Tax withholding on net share settlement of restricted stock units (in shares) | (1,195) | |||||
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | (65,102) | (64,860) | (242) | |||
Employee stock purchase plan (in shares) | 420 | |||||
Employee stock purchase plan | $ 18,390 | 18,390 | ||||
Repurchases of common stock (in shares) | (1,300) | (1,293) | ||||
Repurchases of common stock | $ (70,480) | (70,480) | ||||
Settlement of capped calls, net of related costs | 23,688 | 23,688 | ||||
Employee stock-based compensation | 311,750 | 311,750 | ||||
Net income (loss) | 7,934 | 7,934 | ||||
Other comprehensive income (loss), net | $ 3,460 | 3,460 | ||||
Ending balance (in shares) at Jul. 31, 2023 | 203,197 | 203,197 | ||||
Ending balance at Jul. 31, 2023 | $ 847,759 | $ 20 | 2,530,532 | (2,027) | (19,536) | (1,661,230) |
Beginning balance (in shares) at Apr. 30, 2023 | 202,359 | |||||
Beginning balance at Apr. 30, 2023 | 749,492 | $ 20 | 2,412,033 | (2,027) | (21,917) | (1,638,617) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options (in shares) | 61 | |||||
Exercise of stock options | 705 | 705 | ||||
Settlement of restricted stock units and employee stock purchase plan (in shares) | 2,141 | |||||
Tax withholding on net share settlement of restricted stock units (in shares) | (780) | |||||
Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | $ (42,026) | (42,026) | ||||
Repurchases of common stock (in shares) | (600) | (584) | ||||
Repurchases of common stock | $ (30,008) | (30,008) | ||||
Employee stock-based compensation | 159,820 | 159,820 | ||||
Net income (loss) | 7,395 | 7,395 | ||||
Other comprehensive income (loss), net | $ 2,381 | 2,381 | ||||
Ending balance (in shares) at Jul. 31, 2023 | 203,197 | 203,197 | ||||
Ending balance at Jul. 31, 2023 | $ 847,759 | $ 20 | $ 2,530,532 | $ (2,027) | $ (19,536) | $ (1,661,230) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | ||
Cash flows from operating activities: | |||
Net income (loss) | $ 7,934 | $ (72,451) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 48,105 | 42,444 | |
Amortization of deferred contract acquisition and fulfillment costs | 98,382 | 89,575 | |
Amortization of debt discount and transaction costs | 2,495 | 2,482 | |
Non-cash operating lease costs | 11,731 | 13,466 | |
Stock-based compensation expense | 296,413 | 251,930 | |
Deferred income taxes | 3,420 | 3,068 | |
Other | (782) | 8,099 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 99,803 | 101,422 | |
Prepaid expenses and other current assets | (14,420) | (16,028) | |
Deferred contract acquisition and fulfillment costs | (113,356) | (108,315) | |
Other assets | (8,433) | (7,255) | |
Accounts payable | (20,294) | (4,687) | |
Accrued expenses and other liabilities | 10,164 | 2,967 | |
Accrued compensation | (3,312) | (14,019) | |
Contract liabilities | 40,458 | 41,814 | |
Operating lease liabilities | (13,657) | (17,347) | |
Net cash provided by operating activities | 444,651 | 317,165 | |
Cash flows from investing activities: | |||
Purchases of marketable securities | (174,372) | (296,293) | |
Maturities of marketable securities | 164,017 | 190,179 | |
Purchases of strategic and other investments | (120) | (2,625) | |
Purchases of property and equipment | (46,436) | (37,113) | |
Net cash used in investing activities | (56,911) | (145,852) | |
Cash flows from financing activities: | |||
Repayments of convertible senior notes | 0 | (16) | |
Repurchases of common stock | (70,480) | (25,007) | |
Settlement of capped calls, net of related costs | 23,688 | 0 | |
Payment of tax withholding obligation on net RSU settlement and ESPP purchase | (62,681) | (43,857) | |
Proceeds from exercise of stock options | 832 | 10,626 | |
Proceeds from employee stock purchase plan | 18,390 | 24,151 | |
Net cash used in financing activities | (90,251) | (34,103) | |
Effect of foreign exchange on cash, cash equivalents and restricted cash | 2,290 | (8,040) | |
Net increase in cash, cash equivalents and restricted cash | 299,779 | 129,170 | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 723,201 | 509,679 |
Cash, cash equivalents and restricted cash at end of period | [1] | 1,022,980 | 638,849 |
Supplemental disclosure: | |||
Cash paid for interest | 93 | 93 | |
Cash paid for operating lease liabilities | 19,475 | 20,851 | |
Cash paid for income taxes | 6,090 | 4,035 | |
Non-cash investing and financing activities: | |||
Property and equipment in accounts payable and accrued expenses and other current liabilities | 4,224 | 8,862 | |
Fair value of shares issued as part of the repayments of convertible senior notes | $ 0 | $ 2 | |
[1]$5.2 million and $1.3 million of restricted cash was included in Prepaid expenses and other current assets and Other assets—noncurrent at July 31, 2023 and January 31, 2023. $1.7 million and $0.6 million of restricted cash was included in Prepaid expenses and other current assets and in Other assets—noncurrent at July 31, 2022, and January 31, 2022. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jul. 31, 2023 | Jan. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2022 |
Statement of Cash Flows [Abstract] | ||||
Restricted cash | $ 5.2 | $ 1.3 | $ 1.7 | $ 0.6 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization and Description of Business DocuSign, Inc. (“we,” “our”, “us”, or “Company”) was incorporated in the State of Washington in April 2003. We merged with and into DocuSign, Inc., a Delaware corporation, in March 2015. DocuSign is the global leader in the eSignature category. We offer products that address broader agreement workflows, and digital transformation, including the world’s leading electronic signature product, enabling agreements to be signed electronically on a wide variety of devices, from virtually anywhere in the world, securely. 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 2023 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, 2023 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three and six months ended July 31, 2023 are not necessarily indicative of the results to be expected for the year ending January 31, 2024 . O ur fiscal year ends on January 3 1. References to fiscal 2024, for example, are to the fiscal year ending January 31, 2024 . 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 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; • the recognition and measurement of loss contingencies; and • the recognition, measurement and valuation of deferred income taxes. Significant Accounting Policies There have been no changes to our significant accounting policies described in our fiscal 2023 Annual Report on Form 10-K that have had a material impact on our condensed consolidated financial statements and related notes. |
Revenue
Revenue | 6 Months Ended |
Jul. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | RevenueSubscription revenue is recognized over time and accounted for approximately 97% of our revenue in each of the three and six month periods ended July 31, 2023 and 2022. Performance Obligations As of July 31, 2023, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $1.9 billion. We expect to recognize 59% of the transaction price allocated to remaining performance obligations within the 12 months following July 31, 2023 in our condensed consolidated statement of operations and comprehensive income (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 invoiced to our customers where there is a remaining performance obligation, typically for multi-year arrangements. Total contract assets were $16.2 million and $12.4 million as of July 31, 2023 and January 31, 2023. The change in contract assets reflects the difference in timing between our satisfaction of 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 six months ended July 31, 2023 and 2022 we recognized revenue of $876.0 million and $763.1 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 July 31, Six Months Ended July 31, (in thousands) 2023 2022 2023 2022 U.S. $ 507,984 $ 468,622 $ 1,001,042 $ 913,075 International 179,703 153,562 348,033 297,801 Total revenue $ 687,687 $ 622,184 $ 1,349,075 $ 1,210,876 The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Six Months Ended July 31, (in thousands) 2023 2022 Deferred Contract Acquisition Costs: Beginning balance $ 355,389 $ 315,158 Additions to deferred contract acquisition costs 89,191 82,237 Amortization of deferred contract acquisition costs (73,982) (65,309) Cumulative translation adjustment 2,113 (5,064) Ending balance $ 372,711 $ 327,022 Deferred Contract Fulfillment Costs: Beginning balance $ 21,076 $ 19,088 Additions to deferred contract fulfillment costs 24,165 26,078 Amortization of deferred contract fulfillment costs (24,400) (24,266) Cumulative translation adjustment 139 (849) Ending balance $ 20,980 $ 20,051 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 31, 2023 | |
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: July 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 489,827 $ — $ — $ 489,827 Level 2: Cash equivalents (1) U.S. governmental securities 5,000 — — 5,000 Available-for-sale securities Commercial paper 108,757 — (121) 108,636 Corporate notes and bonds 315,384 — (2,836) 312,548 U.S. governmental securities 90,774 (485) 90,289 Level 2 total 519,915 — (3,442) 516,473 Total $ 1,009,742 $ — $ (3,442) $ 1,006,300 January 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 133,009 $ — $ — $ 133,009 Level 2: Cash equivalents (1) Commercial paper 9,992 — (2) 9,990 Available-for-sale securities Commercial paper 85,957 — (258) 85,699 Corporate notes and bonds 367,930 101 (3,771) 364,260 Municipal notes and bonds 7,983 — (65) 7,918 U.S. governmental securities 38,344 4 (405) 37,943 Level 2 total 510,206 105 (4,501) 505,810 Total $ 643,215 $ 105 $ (4,501) $ 638,819 (1) Included in “cash and cash equivalents” in our consolidated balance sheets as of July 31, 2023 and January 31, 2023, in addition to cash of $523.0 million and $578.9 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 values of our available-for-sale securities as of July 31, 2023, by remaining contractual maturities, were as follows (in thousands): Due in one year or less $ 426,271 Due in one to two years 85,202 $ 511,473 As of July 31, 2023 and January 31, 2023, 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 as the issuers' high credit ratings and consistent payment history. We had no liabilities measured at fair value on a recurring basis as of July 31, 2023 and January 31, 2023. Convertible Senior Notes We estimated the fair value based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last 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” on our condensed consolidated balance sheets. Refer to Note 6 for further information. (in thousands) July 31, 2023 January 31, 2023 0.5% Convertible Senior Notes due in 2023 Aggregate principal amount $ 37,083 $ 37,083 Fair value amount 37,308 38,981 0% Convertible Senior Notes due in 2024 Aggregate principal amount $ 690,000 $ 690,000 Fair value amount 672,791 655,666 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consisted of the following: (in thousands) July 31, 2023 January 31, 2023 Computer and network equipment $ 133,289 $ 138,869 Software, including capitalized software development costs 147,285 114,524 Furniture and office equipment 16,402 20,897 Leasehold improvements 57,584 73,415 354,560 347,705 Less: Accumulated depreciation (214,690) (210,781) 139,870 136,924 Work in progress 81,046 62,968 Total $ 220,916 $ 199,892 Depreciation and amortization expense associated with property and equipment was $20.3 million and $16.1 million for the three months ended July 31, 2023 and 2022, and $38.1 million and $31.8 million for the six months ended July 31, 2023 and 2022. This included amortization expense related to capitalized internally-developed software costs of $8.8 million and $5.5 million for the three months ended July 31, 2023 and 2022, and $15.6 million and $9.8 million for the six months ended July 31, 2023 and 2022 . For the three months ended July 31, 2023 and 2022, we capitalized $22.2 million and $16.6 million of internally developed software, including $6.9 million and $4.9 million of capitalized stock-based compensation expense in the three months ended July 31, 2023 and 2022. For the six months ended July 31, 2023 and 2022, we capitalized $43.9 million and $27.0 million of internally developed software, including $13.7 million and $7.7 million of capitalized stock-based compensation expense in the six months ended July 31, 2023 and 2022 . |
Deferred Contract Acquisition a
Deferred Contract Acquisition and Fulfillment Costs | 6 Months Ended |
Jul. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Contract Acquisition and Fulfillment Costs | RevenueSubscription revenue is recognized over time and accounted for approximately 97% of our revenue in each of the three and six month periods ended July 31, 2023 and 2022. Performance Obligations As of July 31, 2023, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $1.9 billion. We expect to recognize 59% of the transaction price allocated to remaining performance obligations within the 12 months following July 31, 2023 in our condensed consolidated statement of operations and comprehensive income (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 invoiced to our customers where there is a remaining performance obligation, typically for multi-year arrangements. Total contract assets were $16.2 million and $12.4 million as of July 31, 2023 and January 31, 2023. The change in contract assets reflects the difference in timing between our satisfaction of 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 six months ended July 31, 2023 and 2022 we recognized revenue of $876.0 million and $763.1 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 July 31, Six Months Ended July 31, (in thousands) 2023 2022 2023 2022 U.S. $ 507,984 $ 468,622 $ 1,001,042 $ 913,075 International 179,703 153,562 348,033 297,801 Total revenue $ 687,687 $ 622,184 $ 1,349,075 $ 1,210,876 The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Six Months Ended July 31, (in thousands) 2023 2022 Deferred Contract Acquisition Costs: Beginning balance $ 355,389 $ 315,158 Additions to deferred contract acquisition costs 89,191 82,237 Amortization of deferred contract acquisition costs (73,982) (65,309) Cumulative translation adjustment 2,113 (5,064) Ending balance $ 372,711 $ 327,022 Deferred Contract Fulfillment Costs: Beginning balance $ 21,076 $ 19,088 Additions to deferred contract fulfillment costs 24,165 26,078 Amortization of deferred contract fulfillment costs (24,400) (24,266) Cumulative translation adjustment 139 (849) Ending balance $ 20,980 $ 20,051 |
Debt
Debt | 6 Months Ended |
Jul. 31, 2023 | |
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 were convertible through July 31, 2022. Subsequently, the 2023 Notes became convertible at the option of the holders at any time on or after June 15, 2023, until the close of business on September 13, 2023. As a result, the 2023 Notes were convertible as of July 31, 2023. We have not received conversion notices on our 2023 Notes in the six months ending July 31, 2023. 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 July 31, 2023, the conversion conditions for the 2024 Notes described in our fiscal 2023 Annual Report on Form 10-K were not met. Net Carrying Amounts of the Liability Components The 2023 Notes and 2024 Notes are within one year of maturity and are therefore classified as current liabilities in our consolidated balance sheets as of July 31, 2023 and January 31, 2023. The 2023 Notes mature September 15, 2023, and the 2024 Notes mature January 15, 2024. The net carrying amounts of the Notes were as follows: (in thousands) July 31, 2023 January 31, 2023 2023 Notes: Principal $ 37,083 $ 37,083 Less: unamortized transaction costs (23) (118) Net carrying value of liability component $ 37,060 $ 36,965 2024 Notes: Principal $ 690,000 $ 690,000 Less: unamortized transaction costs (1,954) (4,078) Net carrying value of liability component $ 688,046 $ 685,922 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 July 31, Six Months Ended July 31, (in thousands) 2023 2022 2023 2022 Contractual interest expense $ 46 $ 46 $ 403 $ 92 Amortization of transaction costs 1,110 1,103 2,219 2,204 Total $ 1,156 $ 1,149 $ 2,622 $ 2,296 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 $ 4,357 $ 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) 519 1,642 (1) Subject to adjustments for certain events, such as merger events and tender offers, and anti-dilution adjustments In the first quarter of fiscal 2024, we unwound capped calls in relation to our 2023 Notes. In connection with the unwind transaction, we received cash totaling $23.7 million from the counterparties. Impact on Net Income (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 July 31, 2023, 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 Notes would not have caused economic dilution if converted. Revolving Credit Facility In January 2021, we entered into a credit agreement, as subsequently amended in May 2023, 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. The Credit Facility matures in January 2026 and requires us to comply with customary affirmative and negative covenants. We were in compliance with all covenants as of July 31, 2023. As of July 31, 2023, there were no outstanding borrowings under the Credit Facility. The Credit Facility is subject to customary fees for loan facilities of this type, including ongoing commitment fees at a rate between 0.25% and 0.30% per annum on the daily undrawn balance. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of July 31, 2023, we had unused letters of credit outstanding totaling $2.4 million, the majority of which are associated with our various operating leases. 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 July 31, 2023, our 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) 2024, remainder $ 33,793 2025 57,397 2026 39,368 2027 5,324 2028 1,663 Thereafter 1,622 Total $ 139,167 In May 2022, we entered into an agreement with a public cloud computing service provider. Under the agreement, the minimum commitment is $175.0 million through fiscal 2028. As of July 31, 2023 , the remaining commitment was $143.4 million. The remaining commitment is excluded from the table above. 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 July 31, 2023, and January 31, 2023. 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. Legal costs associated with litigation are expensed as incurred. We believe the final outcome of these matters, including the case described below, 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. An amended complaint was filed on July 8, 2022. As amended, the suit purports to allege claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, 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. As amended, the suit is purportedly brought on behalf of purchasers of our securities between June 4, 2020 and June 9, 2022. Our motion to dismiss the case at the pleading stage was denied by the U.S. District Court on April 18, 2023 and the suit is now proceeding. 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. Four putative shareholder derivative cases have been filed containing allegations based on or similar to those in the securities class action (Weston). The cases were filed on May 17, 2022, in the U.S. District Court for the District of Delaware, captioned Pottetti 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; on May 20, 2022, in the U.S. District Court for the Northern District of California, captioned Votto v. Springer, et al., Case No. 3:22-cv-02987; and on September 20, 2022 in the U.S. District Court for the Northern District of California, captioned Fox v. Springer, et al., Case No. 3:22-cv-05343. 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 underlying allegations as the securities class action suit described above (Weston), 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. By court order dated July 19, 2022, the two cases in the Northern District of California (Lapin and Votto) have been consolidated and stayed in light of the securities class action and no response to the complaints in the action will be due unless and until the stay is lifted. The third case in the Northern District of California (Fox) was related to the other derivative suits and assigned to the same judge, and was similarly stayed by order of the court on December 2, 2022. The Delaware suit (Pottetti) was voluntarily dismissed on September 1, 2022, and then re-filed in the Delaware Court of Chancery on September 22, 2022, under the caption Pottetti v. Springer, et al., Case No. C.A. 2022-0852-PAF. The Delaware Court of Chancery issued an order on September 30, 2022 staying the action in light of the securities class action and no response to the complaint will be due unless and until the stay is lifted. DocuSign Civil Litigation On October 25, 2022, an action was filed in the Delaware Court of Chancery, captioned Daniel D. Springer v. Mary Agnes Wilderotter and DocuSign, Inc., Civil Action No. 2022-0963-LWW, concerning Mr. Springer’s resignation from our board of directors. Mr. Springer’s complaint sought relief determining that he did not resign from his position on our board of directors and remains a director, and for an award of attorneys’ fees and costs associated with the civil action. To avoid the cost and distraction of further litigation with Mr. Springer, the Company offered to stipulate to entry of judgment in favor of Mr. Springer as to his disputed resignation and his status as a member of our board of directors. Following our offer, on January 11, 2023, the Chancery Court issued an order declaring and confirming that (i) Mr. Springer has not resigned from the board of directors and (ii) Mr. Springer is currently a member of the board of directors. Mr. Springer subsequently filed a motion seeking payment of his attorneys’ fees. DocuSign has opposed this motion, which remains pending before the Delaware Court of Chancery. In addition, on January 26, 2023, Mr. Springer delivered a demand for arbitration before JAMS, a private alternative dispute resolution firm, captioned Daniel D. Springer v. DocuSign, Inc. and Mary Agnes Wilderotter. In the demand, Mr. Springer alleges that he was wrongfully terminated as Chief Executive Officer; asserts related claims against DocuSign and Ms. Wilderotter, including defamation, withholding promised compensation and breach of contract; and seeks unspecified damages and other relief. DocuSign has engaged legal counsel to defend the matter, and on March 10, 2023, submitted a motion to dismiss several of the causes of action asserted in the demand. Mr. Springer opposed the motion, which was granted in part and denied in part. Discovery is ongoing. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 31, 2023 | |
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 July 31, 2023, 37.0 million shares of our common stock were available for issuance under the 2018 Plan. Restricted Stock Units Restricted stock unit (“RSU”) activity for the six months ended July 31, 2023 was as follows: (in thousands, except per share data) Number of Units Weighted-Average Grant Date Fair Value Unvested at January 31, 2023 17,621 $ 81.30 Granted 15,415 55.91 Vested (3,661) 91.45 Canceled (1,566) 95.56 Unvested at July 31, 2023 27,809 $ 65.10 As of July 31, 2023, the grant date fair value of unvested RSUs subject to market-based and performance-based vesting conditions was $119.6 million. As of July 31, 2023, our total unrecognized compensation cost related to RSUs was $1.4 billion. We expect to recognize this expense over the remaining weighted-average period of approximately 3.3 years. Stock Options Option activity for the six months ended July 31, 2023 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, 2023, all vested and exercisable 2,228 $ 17.11 3.60 $ 96,839 Exercised (76) 11.48 Outstanding at July 31, 2023, all vested and exercisable 2,152 $ 17.31 3.16 $ 78,443 As of July 31, 2023, there was no remaining unrecognized compensation cost related to stock option grants. 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 July 31, 2023, 11.0 million shares of our common stock were reserved for issuance under the ESPP. Compensation expense related to the ESPP was $4.5 million and $6.9 million for the three months ended July 31, 2023 and 2022, and $8.7 million and $11.9 million for the six months ended July 31, 2023 and 2022. Stock Repurchase Program In March 2022, our board of directors authorized a stock repurchase program of up to $200.0 million of our outstanding common stock. During the three and six months ended July 31, 2022, we repurchased and cancelled 0.4 million shares of common stock at an average price of $63.52 per share, for an aggregate amount of $25.0 million. During the three months ended July 31, 2023, we repurchased and cancelled 0.6 million shares of common stock at an average price of $51.42 per share, for an aggregate amount of $30.0 million. During the six months ended July 31, 2023, we repurchased and cancelled 1.3 million shares of common stock at an average price of $54.51 per share, for an aggregate amount of $70.5 million. |
Restructuring and Other Related
Restructuring and Other Related Charges | 6 Months Ended |
Jul. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Related Charges | Restructuring 2023 Restructuring Plan During fiscal 2023, the board of directors authorized a restructuring plan (the “2023 Restructuring Plan”) in response to changing economic conditions and in an effort to reduce our operational costs and improve our organizational efficiency. As of the fourth quarter of fiscal 2023, the 2023 Restructuring Plan had been substantially completed. 2024 Restructuring Plan During the first quarter of fiscal 2024 , the board of directors authorized a restructuring plan (the “2024 Restructuring Plan”) designed to support our growth, scale and profitability objectives. We incurred costs associated with the 2024 Restructuring Plan related to employee termination benefits and other costs mainly in the first quarter of fiscal 2024. As of July 31, 2023, the 2024 Restructuring Plan was substantially completed. These amounts are recorded to the Restructuring and other related charges within our consolidated statements of operations and comprehensive income (loss) as they are incurred. For the three months ended July 31, 2023 restructuring and other related charges were $0.8 million. For the six months ended July 31, 2023, restructuring and other related charges were $29.6 million and were primarily composed of $28.0 million for employee termination benefits, including stock-based compensation expense of $5.0 million. There were no restructuring and other related charges in the three and six months ended July 31, 2022. Restructuring liability activities during the six months ended July 31, 2023: (in thousands) January 31, 2023 Accruals Cash Payments July 31, 2023 2023 Restructuring Plan Employee termination benefits $ 384 $ 1,499 $ (1,000) $ 883 Other 158 20 (178) — Total $ 542 $ 1,519 $ (1,178) $ 883 2024 Restructuring Plan Employee termination benefits $ — $ 21,837 $ (21,644) $ 193 Other — 1,633 (1,416) 217 Total $ — $ 23,470 $ (23,060) $ 410 |
Net Income (Loss) per Share Att
Net Income (Loss) per Share Attributable to Common Stockholders | 6 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share Attributable to Common Stockholders | Net Income (Loss) per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders for periods presented: Three Months Ended July 31, Six Months Ended July 31, (in thousands, except per share data) 2023 2022 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic $ 7,395 $ (45,078) $ 7,934 $ (72,451) Add: Interest expense on convertible senior notes 46 — 403 — Net income (loss) attributable to common stockholders, diluted $ 7,441 $ (45,078) $ 8,337 $ (72,451) Denominator: Weighted-average common shares outstanding, basic 203,703 200,618 203,177 200,150 Effect of dilutive securities 4,489 — 5,107 — Weighted-average common shares outstanding, diluted 208,192 200,618 208,284 200,150 Net income (loss) per share attributable to common stockholders: Basic $ 0.04 $ (0.22) $ 0.04 $ (0.36) Diluted $ 0.04 $ (0.22) $ 0.04 $ (0.36) Outstanding potentially dilutive securities that were excluded from the diluted per share calculations because they would have been antidilutive are as follows: Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2023 2022 2023 2022 RSUs 16,028 14,843 7,190 14,843 Stock options — 2,377 — 2,377 ESPP 456 553 289 553 Convertible senior notes — 2,161 — 2,161 Total antidilutive securities 16,484 19,934 7,479 19,934 |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our tax provision for income taxes for interim periods is determined using an estimate of our annual effective tax rate as prescribed under Accounting Standards Codification (“ASC”) 740, “ Income Taxes ”, 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 $15.1 million and $3.4 million for the three months ended July 31, 2023 and 2022. Our income tax provision was $20.2 million and $5.2 million for the six months ended July 31, 2023 and 2022. The increase in income tax expense in the current year is a result of higher pre-tax income and limitations on net operating losses allowed to reduce taxable income. 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 July 31, 2023, our gross unrecognized tax benefits totaled $51.0 million, excluding related accrued interest and penalties, of which $11.3 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 material changes to our gross unrecognized tax benefits within the next 12 months. We are subject to taxation in the U.S. and various foreign jurisdictions. Our tax years from inception in 2003 through July 31, 2023 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 Irish Revenue Commissioners for the period February 1, 2020 through January 31, 2021. We are not under examination in any other material jurisdictions. We believe that adequate amounts have been reserved in all jurisdictions. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In September 2023, our board of directors authorized an increase to its existing stock repurchase program for an additional amount of up to $300.0 million of our outstanding common stock. The program has no minimum purchase commitment and no mandated end date. The repurchase program may be suspended or discontinued at any time at our discretion. The timing and the amount of any repurchased common stock will be determined by management based on its evaluation of market conditions and other factors. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ 7,395 | $ (45,078) | $ 7,934 | $ (72,451) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jul. 31, 2023 shares | Jul. 31, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Name Title Adoption Date Earliest Sale Date Expiration Date Aggregate # of securities to be sold Aggregate # of securities to be purchased Daniel Springer Director July 7, 2023 October 6, 2023 July 31, 2024 Up to 869,000 N/A Allan Thygesen Chief Executive Officer July 10, 2023 December 11, 2023 December 31, 2024 Up to 367,910 N/A Inhi Cho Suh President, Product and Technology July 10, 2023 October 9, 2023 July 10, 2024 Up to 142,390 N/A James Shaughnessy Chief Legal Officer July 10, 2023 December 12, 2023 September 18, 2024 Up to 44,800 N/A | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Daniel Springer [Member] | ||
Trading Arrangements, by Individual | ||
Name | Daniel Springer | |
Title | Director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | July 7, 2023 | |
Arrangement Duration | 390 days | |
Aggregate Available | 869,000 | 869,000 |
Allan Thygesen [Member] | ||
Trading Arrangements, by Individual | ||
Name | Allan Thygesen | |
Title | Chief Executive Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | July 10, 2023 | |
Arrangement Duration | 540 days | |
Aggregate Available | 367,910 | 367,910 |
Inhi Cho Suh [Member] | ||
Trading Arrangements, by Individual | ||
Name | Inhi Cho Suh | |
Title | President, Product and Technology | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | July 10, 2023 | |
Arrangement Duration | 366 days | |
Aggregate Available | 142,390 | 142,390 |
James Shaughnessy [Member] | ||
Trading Arrangements, by Individual | ||
Name | James Shaughnessy | |
Title | Chief Legal Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | July 10, 2023 | |
Arrangement Duration | 436 days | |
Aggregate Available | 44,800 | 44,800 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
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 2023 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, 2023 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three and six months ended July 31, 2023 are not necessarily indicative of the results to be expected for the year ending January 31, 2024 . |
Fiscal Year | O ur fiscal year ends on January 3 1. References to fiscal 2024, for example, are to the fiscal year ending January 31, 2024 . |
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 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; • the recognition and measurement of loss contingencies; and • the recognition, measurement and valuation of deferred income taxes. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues by Geographic Area | Revenue by geographic area was as follows: Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2023 2022 2023 2022 U.S. $ 507,984 $ 468,622 $ 1,001,042 $ 913,075 International 179,703 153,562 348,033 297,801 Total revenue $ 687,687 $ 622,184 $ 1,349,075 $ 1,210,876 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule 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: July 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 489,827 $ — $ — $ 489,827 Level 2: Cash equivalents (1) U.S. governmental securities 5,000 — — 5,000 Available-for-sale securities Commercial paper 108,757 — (121) 108,636 Corporate notes and bonds 315,384 — (2,836) 312,548 U.S. governmental securities 90,774 (485) 90,289 Level 2 total 519,915 — (3,442) 516,473 Total $ 1,009,742 $ — $ (3,442) $ 1,006,300 January 31, 2023 (in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Level 1: Cash equivalents (1) Money market funds $ 133,009 $ — $ — $ 133,009 Level 2: Cash equivalents (1) Commercial paper 9,992 — (2) 9,990 Available-for-sale securities Commercial paper 85,957 — (258) 85,699 Corporate notes and bonds 367,930 101 (3,771) 364,260 Municipal notes and bonds 7,983 — (65) 7,918 U.S. governmental securities 38,344 4 (405) 37,943 Level 2 total 510,206 105 (4,501) 505,810 Total $ 643,215 $ 105 $ (4,501) $ 638,819 (1) Included in “cash and cash equivalents” in our consolidated balance sheets as of July 31, 2023 and January 31, 2023, in addition to cash of $523.0 million and $578.9 million. |
Schedule of Fair Value of Available-for-sale Marketable Securities by Remaining Contractual Maturities | The fair values of our available-for-sale securities as of July 31, 2023, by remaining contractual maturities, were as follows (in thousands): Due in one year or less $ 426,271 Due in one to two years 85,202 $ 511,473 |
Schedule of Convertible Senior Notes | (in thousands) July 31, 2023 January 31, 2023 0.5% Convertible Senior Notes due in 2023 Aggregate principal amount $ 37,083 $ 37,083 Fair value amount 37,308 38,981 0% Convertible Senior Notes due in 2024 Aggregate principal amount $ 690,000 $ 690,000 Fair value amount 672,791 655,666 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: (in thousands) July 31, 2023 January 31, 2023 Computer and network equipment $ 133,289 $ 138,869 Software, including capitalized software development costs 147,285 114,524 Furniture and office equipment 16,402 20,897 Leasehold improvements 57,584 73,415 354,560 347,705 Less: Accumulated depreciation (214,690) (210,781) 139,870 136,924 Work in progress 81,046 62,968 Total $ 220,916 $ 199,892 |
Deferred Contract Acquisition_2
Deferred Contract Acquisition and Fulfillment Costs (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Contract Acquisition and Fulfillment Costs | The following table represents a rollforward of our deferred contract acquisition and fulfillment costs: Six Months Ended July 31, (in thousands) 2023 2022 Deferred Contract Acquisition Costs: Beginning balance $ 355,389 $ 315,158 Additions to deferred contract acquisition costs 89,191 82,237 Amortization of deferred contract acquisition costs (73,982) (65,309) Cumulative translation adjustment 2,113 (5,064) Ending balance $ 372,711 $ 327,022 Deferred Contract Fulfillment Costs: Beginning balance $ 21,076 $ 19,088 Additions to deferred contract fulfillment costs 24,165 26,078 Amortization of deferred contract fulfillment costs (24,400) (24,266) Cumulative translation adjustment 139 (849) Ending balance $ 20,980 $ 20,051 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Liability Component | The net carrying amounts of the Notes were as follows: (in thousands) July 31, 2023 January 31, 2023 2023 Notes: Principal $ 37,083 $ 37,083 Less: unamortized transaction costs (23) (118) Net carrying value of liability component $ 37,060 $ 36,965 2024 Notes: Principal $ 690,000 $ 690,000 Less: unamortized transaction costs (1,954) (4,078) Net carrying value of liability component $ 688,046 $ 685,922 Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2023 2022 2023 2022 Contractual interest expense $ 46 $ 46 $ 403 $ 92 Amortization of transaction costs 1,110 1,103 2,219 2,204 Total $ 1,156 $ 1,149 $ 2,622 $ 2,296 |
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 $ 4,357 $ 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) 519 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) | 6 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Noncancelable Contractual Obligations | As of July 31, 2023, our 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) 2024, remainder $ 33,793 2025 57,397 2026 39,368 2027 5,324 2028 1,663 Thereafter 1,622 Total $ 139,167 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
Schedule of RSU Activity | Restricted stock unit (“RSU”) activity for the six months ended July 31, 2023 was as follows: (in thousands, except per share data) Number of Units Weighted-Average Grant Date Fair Value Unvested at January 31, 2023 17,621 $ 81.30 Granted 15,415 55.91 Vested (3,661) 91.45 Canceled (1,566) 95.56 Unvested at July 31, 2023 27,809 $ 65.10 |
Schedule of Stock Option Activity | Option activity for the six months ended July 31, 2023 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, 2023, all vested and exercisable 2,228 $ 17.11 3.60 $ 96,839 Exercised (76) 11.48 Outstanding at July 31, 2023, all vested and exercisable 2,152 $ 17.31 3.16 $ 78,443 |
Restructuring and Other Relat_2
Restructuring and Other Related Charges (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liabilities Roll Forward | Restructuring liability activities during the six months ended July 31, 2023: (in thousands) January 31, 2023 Accruals Cash Payments July 31, 2023 2023 Restructuring Plan Employee termination benefits $ 384 $ 1,499 $ (1,000) $ 883 Other 158 20 (178) — Total $ 542 $ 1,519 $ (1,178) $ 883 2024 Restructuring Plan Employee termination benefits $ — $ 21,837 $ (21,644) $ 193 Other — 1,633 (1,416) 217 Total $ — $ 23,470 $ (23,060) $ 410 |
Net Income (Loss) per Share A_2
Net Income (Loss) per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders | The following table presents the calculation of basic and diluted net income (loss) per share attributable to common stockholders for periods presented: Three Months Ended July 31, Six Months Ended July 31, (in thousands, except per share data) 2023 2022 2023 2022 Numerator: Net income (loss) attributable to common stockholders, basic $ 7,395 $ (45,078) $ 7,934 $ (72,451) Add: Interest expense on convertible senior notes 46 — 403 — Net income (loss) attributable to common stockholders, diluted $ 7,441 $ (45,078) $ 8,337 $ (72,451) Denominator: Weighted-average common shares outstanding, basic 203,703 200,618 203,177 200,150 Effect of dilutive securities 4,489 — 5,107 — Weighted-average common shares outstanding, diluted 208,192 200,618 208,284 200,150 Net income (loss) per share attributable to common stockholders: Basic $ 0.04 $ (0.22) $ 0.04 $ (0.36) Diluted $ 0.04 $ (0.22) $ 0.04 $ (0.36) |
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: Three Months Ended July 31, Six Months Ended July 31, (in thousands) 2023 2022 2023 2022 RSUs 16,028 14,843 7,190 14,843 Stock options — 2,377 — 2,377 ESPP 456 553 289 553 Convertible senior notes — 2,161 — 2,161 Total antidilutive securities 16,484 19,934 7,479 19,934 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Remaining performance obligations | $ 1,900 | $ 1,900 | ||
Contract assets | $ 16.2 | 16.2 | $ 12.4 | |
Revenue recognized that was included in contract liability balance at the beginning of the period | $ 876 | $ 763.1 | ||
Product Concentration Risk | Revenue | Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 97% | 97% |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-08-01 | Jul. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 59% |
Remaining performance obligations, period of recognition | 12 months |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 687,687 | $ 622,184 | $ 1,349,075 | $ 1,210,876 |
U.S. | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 507,984 | 468,622 | 1,001,042 | 913,075 |
International | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | $ 179,703 | $ 153,562 | $ 348,033 | $ 297,801 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 1,009,742 | $ 643,215 |
Gross Unrealized Gains | 0 | 105 |
Gross Unrealized Losses | (3,442) | (4,501) |
Estimated Fair Value | 1,006,300 | 638,819 |
Cash | 523,000 | 578,900 |
Level 2 | Available-for-sale securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 519,915 | 510,206 |
Gross Unrealized Gains | 0 | 105 |
Gross Unrealized Losses | (3,442) | (4,501) |
Estimated Fair Value | 516,473 | 505,810 |
Money market funds | Level 1 | Cash Equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 489,827 | 133,009 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 489,827 | 133,009 |
U.S. governmental securities | Level 2 | Cash Equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 5,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 5,000 | |
U.S. governmental securities | Level 2 | Available-for-sale securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 90,774 | 38,344 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (485) | (405) |
Estimated Fair Value | 90,289 | 37,943 |
Commercial paper | Level 2 | Cash Equivalents | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 9,992 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (2) | |
Estimated Fair Value | 9,990 | |
Commercial paper | Level 2 | Available-for-sale securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 108,757 | 85,957 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (121) | (258) |
Estimated Fair Value | 108,636 | 85,699 |
Corporate notes and bonds | Level 2 | Available-for-sale securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 315,384 | 367,930 |
Gross Unrealized Gains | 0 | 101 |
Gross Unrealized Losses | (2,836) | (3,771) |
Estimated Fair Value | $ 312,548 | 364,260 |
Municipal notes and bonds | Level 2 | Available-for-sale securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 7,983 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (65) | |
Estimated Fair Value | $ 7,918 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Available-for-Sale Marketable Securities by Remaining Contractual Maturities (Details) - Short-term Investments $ in Thousands | Jul. 31, 2023 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Due in one year or less | $ 426,271 |
Due in one to two years | 85,202 |
Total available-for-sale securities | $ 511,473 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value of Convertible Notes (Details) - Convertible Debt - USD ($) $ in Thousands | Jul. 31, 2023 | Jan. 31, 2023 | Jan. 31, 2021 | Sep. 30, 2018 |
0.5% Convertible Senior Notes due in 2023 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt interest rate percentage | 0.50% | |||
Aggregate principal amount | $ 37,083 | $ 37,083 | ||
Fair value amount | 37,308 | 38,981 | ||
0% Convertible Senior Notes due in 2024 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Debt interest rate percentage | 0% | |||
Aggregate principal amount | 690,000 | 690,000 | ||
Fair value amount | $ 672,791 | $ 655,666 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | Jan. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, net | $ 220,916 | $ 220,916 | $ 199,892 | ||
Depreciation expense | 20,300 | $ 16,100 | 38,100 | $ 31,800 | |
Capitalized computer software, amortization | 8,800 | 5,500 | 15,600 | 9,800 | |
Capitalized software costs | 22,200 | 16,600 | 43,900 | 27,000 | |
Capitalized stock-based compensation | 6,900 | $ 4,900 | 13,700 | $ 7,700 | |
Property and equipment, excluding work in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 354,560 | 354,560 | 347,705 | ||
Less: Accumulated depreciation | (214,690) | (214,690) | (210,781) | ||
Property and equipment, net | 139,870 | 139,870 | 136,924 | ||
Computer and network equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 133,289 | 133,289 | 138,869 | ||
Software, including capitalized software development costs | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 147,285 | 147,285 | 114,524 | ||
Furniture and office equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 16,402 | 16,402 | 20,897 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 57,584 | 57,584 | 73,415 | ||
Work in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, net | $ 81,046 | $ 81,046 | $ 62,968 |
Deferred Contract Acquisition_3
Deferred Contract Acquisition and Fulfillment Costs (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Capitalized Contract Cost, Net [Roll Forward] | ||
Amortization of deferred contract acquisition costs | $ (98,382) | $ (89,575) |
Deferred Contract Acquisition Costs: | ||
Capitalized Contract Cost, Net [Roll Forward] | ||
Beginning balance | 355,389 | 315,158 |
Additions to deferred contract acquisition costs | 89,191 | 82,237 |
Amortization of deferred contract acquisition costs | (73,982) | (65,309) |
Cumulative translation adjustment | 2,113 | (5,064) |
Ending balance | 372,711 | 327,022 |
Deferred Contract Fulfillment Costs: | ||
Capitalized Contract Cost, Net [Roll Forward] | ||
Beginning balance | 21,076 | 19,088 |
Additions to deferred contract acquisition costs | 24,165 | 26,078 |
Amortization of deferred contract acquisition costs | (24,400) | (24,266) |
Cumulative translation adjustment | 139 | (849) |
Ending balance | $ 20,980 | $ 20,051 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 31, 2021 | Sep. 30, 2018 | Apr. 30, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | May 31, 2023 | |
Debt Conversion [Line Items] | ||||||
Settlement of capped calls, net of related costs | $ 23,688,000 | $ 0 | ||||
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 | |||||
Debt instrument, effective interest rate | 1% | |||||
Convertible Senior Notes Due 2023 | Convertible Debt | Capped Calls | ||||||
Debt Conversion [Line Items] | ||||||
Settlement of capped calls, net of related costs | $ 23,700,000 | |||||
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% | |||||
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 | |||||
Carrying value of debt | $ 0 | |||||
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 | Jul. 31, 2023 | Jan. 31, 2023 |
2023 Notes: | ||
Debt Instrument [Line Items] | ||
Principal | $ 37,083 | $ 37,083 |
Less: unamortized transaction costs | (23) | (118) |
Net carrying value of liability component | 37,060 | 36,965 |
2024 Notes: | ||
Debt Instrument [Line Items] | ||
Principal | 690,000 | 690,000 |
Less: unamortized transaction costs | (1,954) | (4,078) |
Net carrying value of liability component | $ 688,046 | $ 685,922 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 46 | $ 46 | $ 403 | $ 92 |
Amortization of transaction costs | 1,110 | 1,103 | 2,219 | 2,204 |
Total | $ 1,156 | $ 1,149 | $ 2,622 | $ 2,296 |
Debt - Schedule of Capped Calls
Debt - Schedule of Capped Calls (Details) - Capped Calls $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jul. 31, 2023 USD ($) $ / shares shares | |
2023 Notes: | |
Option Indexed to Issuer's Equity [Line Items] | |
Initial cap price (in usd per share) | $ 110 |
2024 Notes: | |
Option Indexed to Issuer's Equity [Line Items] | |
Initial cap price (in usd per share) | $ 525.30 |
Convertible Debt | 2023 Notes: | |
Option Indexed to Issuer's Equity [Line Items] | |
Aggregate cost of capped calls | $ | $ 4,357 |
Initial strike price (in usd per share) | $ 71.50 |
Initial cap price (in usd per share) | $ 110 |
Shares of our common stock covered by the capped calls (in shares) | shares | 519 |
Convertible Debt | 2024 Notes: | |
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 of our common stock covered by the capped calls (in shares) | shares | 1,642 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Jul. 31, 2023 USD ($) | Jul. 19, 2022 stayed_case | May 31, 2022 USD ($) | May 17, 2022 putative_case |
Commitments and Contingencies Disclosure [Abstract] | ||||
Letters of credit outstanding | $ 2.4 | |||
Minimum commitment | $ 143.4 | $ 175 | ||
Number of putative shareholder derivative cases filed | putative_case | 4 | |||
Number of cases stayed by court order | stayed_case | 2 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Purchase Obligations (Details) $ in Thousands | Jul. 31, 2023 USD ($) |
Purchase Obligation, Fiscal Year Maturity [Abstract] | |
2024, remainder | $ 33,793 |
2025 | 57,397 |
2026 | 39,368 |
2027 | 5,324 |
2028 | 1,663 |
Thereafter | 1,622 |
Total | $ 139,167 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2023 USD ($) plan $ / shares shares | Jul. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) plan $ / shares shares | Jul. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock-based compensation plans | plan | 3 | 3 | |||
Unrecognized compensation cost, options | $ 0 | $ 0 | |||
Employee stock purchase plan, compensation expense | $ 296,413,000 | $ 251,930,000 | |||
Stock repurchase program, authorized amount | $ 200,000,000 | ||||
Repurchases of common stock (in shares) | shares | 0.6 | 0.4 | 1.3 | 0.4 | |
Average price per share of stock repurchased (in usd per share) | $ / shares | $ 51.42 | $ 63.52 | $ 54.51 | $ 63.52 | |
Aggregate purchase price of stock repurchased | $ 30,008,000 | $ 25,007,000 | $ 70,480,000 | $ 25,007,000 | |
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost, RSUs | 1,400,000,000 | $ 1,400,000,000 | |||
Unrecognized compensation cost, remaining weighted-average period for recognition | 3 years 3 months 18 days | ||||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee stock purchase plan, compensation expense | 4,500,000 | $ 6,900,000 | $ 8,700,000 | $ 11,900,000 | |
Market Based And Performance Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grant date fair value of unvested RSU's | $ 119,600,000 | $ 119,600,000 | |||
2018 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reserved for future issuance (in shares) | shares | 37 | 37 | |||
2018 ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Reserved for future issuance (in shares) | shares | 11 | 11 |
Stockholders' Equity - RSU Acti
Stockholders' Equity - RSU Activity (Details) - RSUs shares in Thousands | 6 Months Ended |
Jul. 31, 2023 $ / shares shares | |
Number of Units | |
Unvested at beginning of period (in shares) | shares | 17,621 |
Granted (in shares) | shares | 15,415 |
Vested (in shares) | shares | (3,661) |
Canceled (in shares) | shares | (1,566) |
Unvested at end of period (in shares) | shares | 27,809 |
Weighted-Average Grant Date Fair Value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 81.30 |
Granted (in usd per share) | $ / shares | 55.91 |
Vested (in usd per share) | $ / shares | 91.45 |
Canceled (in usd per share) | $ / shares | 95.56 |
Unvested at end of period (in usd per share) | $ / shares | $ 65.10 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 31, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | |
Number of Options | ||
Beginning balance (in shares) | shares | 2,228 | |
Exercised (in shares) | shares | (76) | |
Ending balance (in shares) | shares | 2,152 | 2,228 |
Weighted-Average Exercise Price Per Share | ||
Beginning balance (in usd per share) | $ / shares | $ 17.11 | |
Exercised (in usd per share) | $ / shares | 11.48 | |
Ending balance (in usd per share) | $ / shares | $ 17.31 | $ 17.11 |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding balance | 3 years 1 month 28 days | 3 years 7 months 6 days |
Aggregate Intrinsic Value | ||
Outstanding balance | $ | $ 78,443 | $ 96,839 |
Restructuring and Other Relat_3
Restructuring and Other Related Charges - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 811,000 | $ 0 | $ 29,583,000 | $ 0 |
Stock-based compensation expense | 296,413,000 | $ 251,930,000 | ||
Employee termination benefits | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | 28,000,000 | |||
Stock-based compensation expense | $ 5,000,000 |
Restructuring and Other Relat_4
Restructuring and Other Related Charges - Schedule of Restructuring Liabilities Roll forward (Details) $ in Thousands | 6 Months Ended |
Jul. 31, 2023 USD ($) | |
2023 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring, beginning balance | $ 542 |
Accruals | 1,519 |
Cash Payments | (1,178) |
Restructuring, ending balance | 883 |
2024 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring, beginning balance | 0 |
Accruals | 23,470 |
Cash Payments | (23,060) |
Restructuring, ending balance | 410 |
Employee termination benefits | 2023 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring, beginning balance | 384 |
Accruals | 1,499 |
Cash Payments | (1,000) |
Restructuring, ending balance | 883 |
Employee termination benefits | 2024 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring, beginning balance | 0 |
Accruals | 21,837 |
Cash Payments | (21,644) |
Restructuring, ending balance | 193 |
Other | 2023 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring, beginning balance | 158 |
Accruals | 20 |
Cash Payments | (178) |
Restructuring, ending balance | 0 |
Other | 2024 Restructuring Plan | |
Restructuring Reserve [Roll Forward] | |
Restructuring, beginning balance | 0 |
Accruals | 1,633 |
Cash Payments | (1,416) |
Restructuring, ending balance | $ 217 |
Net Income (Loss) per Share A_3
Net Income (Loss) per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders, basic | $ 7,395 | $ (45,078) | $ 7,934 | $ (72,451) |
Add: Interest expense on convertible senior notes | 46 | 0 | 403 | 0 |
Net income (loss) attributable to common stockholders, diluted | $ 7,441 | $ (45,078) | $ 8,337 | $ (72,451) |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 203,703 | 200,618 | 203,177 | 200,150 |
Effect of dilutive securities (in shares) | 4,489 | 0 | 5,107 | 0 |
Weighted-average common shares outstanding, diluted (in shares) | 208,192 | 200,618 | 208,284 | 200,150 |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in usd per share) | $ 0.04 | $ (0.22) | $ 0.04 | $ (0.36) |
Diluted (in usd per share) | $ 0.04 | $ (0.22) | $ 0.04 | $ (0.36) |
Net Income (Loss) per Share A_4
Net Income (Loss) per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 16,484 | 19,934 | 7,479 | 19,934 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 16,028 | 14,843 | 7,190 | 14,843 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0 | 2,377 | 0 | 2,377 |
ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 456 | 553 | 289 | 553 |
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 0 | 2,161 | 0 | 2,161 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 | Jul. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 15,080 | $ 3,359 | $ 20,169 | $ 5,207 |
Unrecognized tax benefits | 51,000 | 51,000 | ||
Unrecognized tax benefits that would impact effective tax rate | $ 11,300 | $ 11,300 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Sep. 07, 2023 | Mar. 31, 2022 |
Subsequent Event [Line Items] | ||
Stock repurchase, amount | $ 200,000,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock repurchase, amount | $ 300,000,000 |