DocuSign Announces Second Quarter Fiscal 2019 Financial Results

SAN FRANCISCO, Sept. 5, 2018 /PRNewswire/ -- DocuSign (NASDAQ: DOCU), which offers the world's #1 eSignature solution as part of its broader platform for automating the agreement process, today announced results for its fiscal quarter ended July 31, 2018.

"We had a strong second quarter, driven by 35% year-over-year growth in subscription revenue. We added more than 25,000 customers, bringing our customer base to almost 430,000 worldwide," said Dan Springer, CEO of DocuSign. "And this week, we also closed our previously-announced acquisition of SpringCM, which accelerates our vision to modernize the world's Systems of Agreement--all the way from preparing to signing, acting-on, and managing agreements. With SpringCM, we have a broader set of products to sell, additional technologies to commercialize and a team whose experience complements ours almost perfectly."

Second Quarter Financial Highlights

    --  Total revenue was $167.0 million, an increase of 33% year-over-year.
        Subscription revenue was $158.5 million, an increase of 35%
        year-over-year. Professional services and other revenue was $8.6
        million, an increase of 7% year-over-year.
    --  Billings were $172.2 million, an increase of 32% year-over-year.
    --  GAAP gross margin was 78%, compared to 77% in the same period last year.
        Non-GAAP gross margin was 81% compared to 79% in the same period last
        year.
    --  GAAP net loss per basic and diluted share was $0.22 in the second
        quarter of fiscal 2019 on 166 million shares outstanding compared to
        GAAP net loss per share of $0.39 in the second quarter of fiscal 2018 on
        32 million shares outstanding.
    --  Non-GAAP net income per diluted share was $0.03 in the second quarter of
        fiscal 2019 based on 191 million shares outstanding compared to a
        non-GAAP net loss per share of $0.05 in the second quarter of fiscal
        2018 based on 32 million shares outstanding.
    --  Net cash provided by operating activities was $22.7 million, compared to
        $12.1 million in the same period last year.
    --  Free cash flow was $18.4 million in the second quarter of fiscal 2019
        compared to free cash flow of $7.8 million in the same period last year.
    --  Cash, cash equivalents and restricted cash was $819.2 million at the end
        of the quarter.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading "Non-GAAP Financial Measures and Other Key Metrics."

Operational and Other Financial Highlights

    --  SpringCM Inc. Acquisition. The company signed a definitive agreement to
        acquire Spring CM Inc. for approximately $220 million in cash, subject
        to adjustment, on July 31, 2018. The acquisition was completed on
        September 4, 2018.
    --  Board and Management Transitions. Effective August 29, 2018, three new
        directors joined DocuSign's board: former GoDaddy CEO Blake Irving,
        Docker chairman and CEO Steve Singh, and IBM Watson business unit GM
        Inhi Cho Suh, replacing Scott Darling, Rory O'Driscoll and Jonathan
        Roberts. As part of this planned transition, DocuSign founder Tom
        Gonser, and current chairman Keith Krach will leave their board roles on
        December 31, 2018 and January 1, 2019, respectively. In addition, Neil
        Hudspith notified us that after six years of leading DocuSign's sales
        and customer operations, he intends to retire from his role as
        President, Worldwide Field Operations at the end of this fiscal year.

Outlook


    -- Quarter ending October 31, 2018* (in millions, except percentages):


      Total revenue                                                             $172  to $175

      Billings                                                                  $169  to $179

      Non-GAAP gross margin                                                      78% to  81%

      Non-GAAP sales and marketing                                               50% to  52%

      Non-GAAP research and development                                          17% to  19%

      Non-GAAP general and administrative                                        11% to  13%

      Other expense                                                         <$0.5

      Provision for income taxes                                               $0.75

      Non-GAAP diluted weighted-average shares outstanding                       190  to  195



    -- Year ending January 31, 2019* (in millions, except percentages):


      Total revenue                                                             $683  to $688

      Billings                                                                  $732  to $752

      Non-GAAP gross margin                                                      78% to  81%

      Non-GAAP sales and marketing                                               50% to  52%

      Non-GAAP research and development                                          17% to  19%

      Non-GAAP general and administrative                                        11% to  13%

      Other expense                                                         <$2

      Provision for income taxes                                                  $3

      Non-GAAP diluted weighted-average shares outstanding                       160  to  165


      *These guidance ranges include estimated revenue contributions from
       SpringCM of $2 to $4 million in the third quarter of fiscal 2019 and
       $7 to $9 million in fiscal 2019 and operating losses of $5 to $7
       million in the third quarter of fiscal 2019 and $9 to $12 million in
       fiscal 2019, including $3 to $4 million of one-time integration
       costs.

The company has not reconciled its expectations of non-GAAP financial measures to the corresponding GAAP measures because stock-based compensation expense cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.

Webcast Conference Call Information

The company will host a conference call on September 5, 2018 at 1:30 p.m. PT (4:30 p.m. ET) to discuss its financial results. A live webcast of the event will be available on the DocuSign Investor Relations website at docusign.com/investors. A live dial-in will be available domestically at 877-407-0784 or internationally at 201-689-8560. A replay will be available domestically at 844-512-2921 or internationally at 412-317-6671 until midnight (ET) September 19, 2018 using the passcode 13682692.

About DocuSign

DocuSign (Nasdaq: DOCU) helps organizations become more agree-able by connecting and automating how they prepare, sign, act-on, and manage agreements. As part of our System of Agreement (SofA) platform, we offer DocuSign eSignature--the world's #1 way to sign electronically on practically any device, from anywhere, at any time. Almost 430,000 customers and hundreds of millions of users worldwide already use DocuSign to accelerate the process of doing business and simplify people's lives.

Investor Relations:
Annie Leschin
VP Investor Relations
investors@docusign.com

Media Relations:
Adrian Wainwright
Head of Communications
media@docusign.com

Forward-Looking Statements

This press release contains "forward-looking" statements that are based on our management's beliefs and assumptions and on information currently available to management. Forward-looking statements include statements about expected financial metrics, such as revenue, billings, non-GAAP gross margin, non-GAAP diluted weighted-average shares outstanding, and non-financial metrics, such as customer growth, as well as statements related to the benefits of the acquisition of SpringCM and our ability to develop our System of Agreement platform and deliver product innovation. They also include statements about our possible or assumed business strategies, potential growth opportunities, new products and potential market opportunities.

Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "believe," "could," "potential," "will," "would" or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: our ability to successfully integrate SpringCM's operations; our ability to implement our plans, forecasts and other expectations with respect to SpringCM's business; our ability to realize the anticipated benefits of acquisition of SpringCM, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized within the expected time period; disruption from the acquisition making it more difficult to maintain business and operational relationships; the negative effects of consummation of the acquisition on the market price of our common stock or on our operating results; unknown liabilities from the acquisition; our ability to sustain and manage our growth and future expenses, achieve and maintain future profitability, attract new customers and maintain and expand our existing customer base; our ability to scale and update our platform to respond to customers' needs and rapid technological change, increased competition on our market and our ability to compete effectively, and expansion of our operations and increased adoption of our platform internationally. Additional risks and uncertainties that could affect our financial results are included in the section titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our quarterly report on Form 10-Q for the quarter ended April 30, 2018 and other filings that we make from time to time with the SEC. In addition, any forward-looking statements contained in this press release are based on assumptions that we believe to be reasonable as of this date. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures and Other Key Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, are presented to enhance investors' overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP measures to assist investors in seeing our financial performance using a management view, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income (loss) from operations, non-GAAP operating margin, non-GAAP net income (loss) and non-GAAP net income (loss) per share: We define these non-GAAP financial measures as the respective GAAP measures, excluding expenses related to stock-based compensation, amortization of acquisition-related intangibles and, as applicable, other special items. We believe it is useful to exclude stock-based compensation in order to better understand the long-term performance of our core business and to facilitate comparison of our results to those of peer companies. We also view amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company's developed technology and trade names, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are continually evaluated for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.

Free cash flows: We define free cash flow as net cash provided by (used in) operating activities less purchases of property and equipment. We believe free cash flow is an important liquidity measure of the cash (if any) that is available, after purchases of property and equipment, for operational expenses, investment in our business, and to make acquisitions. Free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.

Billings: We define billings as total revenues plus the change in our contract liabilities and refund liability less contract assets and unbilled accounts receivable in a given period. Billings reflects sales to new customers plus subscription renewals and additional sales to existing customers. Only amounts invoiced to a customer in a given period are included in billings. We believe billings is a key metric to measure our periodic performance. Given that most of our customers pay in annual installments one year in advance, but we typically recognize a majority of the related revenue ratably over time, we use billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers.

For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure, please see "Reconciliation of GAAP to Non-GAAP Financial Measures" below.


                                                                                            DOCUSIGN, INC.

                                                                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                              (Unaudited)


                                                      Three Months Ended July 31,                                 Six Months Ended July 31,

    (in thousands, except
     share and per share data)                       2018                                2017                      2018                     2017
                                                     ----                                ----                      ----                     ----

    Revenue:

    Subscription                                             $158,461                                           $117,553                             $306,659      $224,400

    Professional services and
     other                                          8,583                                 7,990                                  16,193                 14,641

    Total revenue                                 167,044                               125,543                                 322,852                239,041
                                                  -------                               -------                                 -------                -------

    Cost of revenue:

    Subscription                                   23,057                                20,040                                  55,495                 39,333

    Professional services and
     other                                         13,304                                 8,418                                  39,160                 16,249

    Total cost of revenue                          36,361                                28,458                                  94,655                 55,582
                                                   ------                                ------                                  ------                 ------

    Gross profit                                  130,683                                97,085                                 228,197                183,459
                                                  -------                                ------                                 -------                -------

    Operating expenses:

    Sales and marketing                           103,779                                68,943                                 294,864                133,634

    Research and development                       33,773                                23,767                                 104,643                 46,475

    General and administrative                     30,851                                18,156                                 133,968                 36,395
                                                   ------                                ------                                 -------                 ------

    Total expenses                                168,403                               110,866                                 533,475                216,504
                                                  -------                               -------                                 -------                -------

    Loss from operations                         (37,720)                             (13,781)                              (305,278)              (33,045)

    Interest expense                                 (47)                                (169)                                  (240)                 (320)

    Interest and other income,
     net                                            2,998                                 2,034                                     770                  1,924
                                                    -----                                 -----                                     ---                  -----

    Loss before provision for
     (benefit from) income
     taxes                                       (34,769)                             (11,916)                              (304,748)              (31,441)

    Provision for (benefit
     from) income taxes                             1,945                                   121                                   2,653                   (22)
                                                    -----                                   ---                                   -----                    ---

    Net loss                                                $(36,714)                                         $(12,037)                          $(307,401)    $(31,419)
                                                             ========                                           ========                            =========      ========

    Net loss per share
     attributable to common
     stockholders, basic and
     diluted                                                  $(0.22)                                           $(0.39)                             $(3.01)      $(1.05)
                                                               ======                                             ======                               ======        ======

    Weighted-average number
     of shares used in
     computing net loss per
     share attributable to
     common stockholders,
     basic and diluted                        166,083,686                            31,638,340                             102,284,494             30,715,624


    Stock-based compensation expense included
     in costs and expenses:

    Cost of revenue-
     subscription                                              $1,588                                               $231                              $11,543          $469

    Cost of revenue-
     professional services                          2,822                                   254                                  18,867                    489

    Sales and marketing                            16,791                                 2,883                                 129,272                  5,588

    Research and development                        7,359                                 1,288                                  54,627                  2,679

    General and administrative                     11,605                                 3,856                                  95,650                  7,693


                                                        DOCUSIGN, INC.

                                            CONDENSED CONSOLIDATED BALANCE SHEETS

                                                         (Unaudited)


    (in thousands, except share and
     per share data)                                   July 31, 2018               January 31, 2018
                                                       -------------               ----------------

    Assets

    Current assets

    Cash and cash equivalents                                             $818,795                      $256,867

    Restricted cash                                              367                                569

    Accounts receivable                                      108,365                            123,750

    Contract assets-current                                   13,760                             14,260

    Prepaid expense and other
     current assets                                           26,776                             23,349
                                                              ------                             ------

    Total current assets                                     968,063                            418,795

    Property and equipment, net                               60,415                             63,019

    Goodwill                                                  35,369                             37,306

    Intangible assets, net                                    10,139                             14,148

    Deferred contract acquisition
     costs-noncurrent                                         86,199                             75,535

    Other assets-noncurrent                                    9,513                             11,170
                                                               -----                             ------

    Total assets                                                        $1,169,698                      $619,973
                                                                        ==========                      ========

    Liabilities, Redeemable Convertible Preferred Stock
     and Stockholders' Equity (Deficit)

    Current liabilities

    Accounts payable                                                       $16,653                       $23,713

    Accrued expenses                                          18,368                             15,734

    Accrued compensation                                      51,212                             50,852

    Contract liabilities-current                             289,724                            270,188

    Deferred rent-current                                      1,872                              1,758

    Other liabilities-current                                 11,761                             11,574
                                                              ------

    Total current liabilities                                389,590                            373,819

    Contract liabilities-noncurrent                            7,703                              7,736

    Deferred rent-noncurrent                                  22,633                             23,044

    Deferred tax liability-
     noncurrent                                                2,499                              2,511

    Other liabilities-noncurrent                               3,803                              4,010
                                                               -----

    Total liabilities                                        426,228                            411,120
                                                             -------                            -------

    Redeemable convertible preferred
     stock                                                         -                           547,501

    Stockholders' equity (deficit)

    Preferred stock                                                -                                 -

    Common stock                                                  16                                  4

    Additional paid-in capital                             1,555,185                            160,265

    Accumulated other comprehensive
     (loss) income                                           (2,010)                             3,403

    Accumulated deficit                                    (809,721)                         (502,320)

    Total stockholders' equity
     (deficit)                                               743,470                          (338,648)
                                                             -------                           --------

    Total liabilities, redeemable
     convertible preferred stock,
     and stockholders' equity
     (deficit)                                                          $1,169,698                      $619,973
                                                                        ==========                      ========


                                                                                           DOCUSIGN, INC.

                                                                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                             (Unaudited)


                                                        Three Months Ended July 31,                                 Six Months Ended July 31,

    (in thousands)                                    2018                              2017                      2018                   2017
                                                      ----                              ----                      ----                   ----

    Cash flows from operating activities:

    Net loss                                                 $(36,714)                                       $(12,037)                        $(307,401)    $(31,419)

    Adjustments to reconcile net loss to net cash
     used in operating activities

    Depreciation and amortization                    7,081                               7,699                                15,681                 15,385

    Amortization of deferred
     contract acquisition and
     fulfillment costs                               9,900                               7,278                                19,146                 14,291

    Stock-based compensation expense                40,165                               8,512                               309,959                 16,918

    Deferred income taxes                              (6)                                 13                                  (12)                     -

    Other                                          (3,100)                            (1,023)                                (875)               (1,826)

    Changes in operating assets and liabilities

    Accounts receivable                            (4,237)                              1,531                                15,385                 13,108

    Contract assets                                (1,397)                              (937)                                1,149                  (975)

    Prepaid expenses and other
     current assets                                  3,113                               4,914                               (3,406)                 (656)

    Deferred contract acquisition
     and fulfillment costs                        (18,013)                           (10,827)                              (30,339)              (20,199)

    Other assets                                       895                             (1,052)                                1,335                  (168)

    Accounts payable                                 2,184                             (4,146)                              (5,034)               (6,271)

    Accrued expenses                                 (996)                                529                                 2,306                  (517)

    Accrued compensation                            17,307                               4,148                                   360                (4,980)

    Contract liabilities                             6,892                               6,109                                19,503                 19,136

    Deferred rent                                    (168)                              2,138                                 (297)                  (64)

    Other liabilities                                (211)                              (751)                                  228                  (362)

    Net cash provided by operating
     activities                                     22,695                              12,098                                37,688                 11,401

    Cash flows from investing activities:

    Purchases of property and
     equipment                                     (4,336)                            (4,319)                             (10,520)              (11,089)

    Proceeds from sale of business
     held for sale                                       -                                467                                     -                   467
                                                       ---                                ---                                   ---                   ---

    Net cash used in investing
     activities                                    (4,336)                            (3,852)                             (10,520)              (10,622)

    Cash flows from financing activities:

    Proceeds from issuance of common
     stock in initial public
     offering, net of underwriting
     commissions                                   529,305                                   -                              529,305                      -

    Proceeds from the exercise of
     stock options                                   2,503                               7,679                                10,318                 13,509

    Payment of deferred offering
     costs                                         (1,328)                                  -                              (3,522)                     -

    Net cash provided by financing
     activities                                    530,480                               7,679                               536,101                 13,509

    Effect of foreign exchange on
     cash, cash equivalents and
     restricted cash                                   527                               1,659                               (1,543)                 2,143

    Net increase in cash, cash
     equivalents and restricted cash               549,366                              17,584                               561,726                 16,431

    Cash, cash equivalents and
     restricted cash at beginning of
     period                                        269,796                             190,091                               257,436                191,244
                                                   -------                             -------                               -------                -------

    Cash, cash equivalents and
     restricted cash at end of
     period                                                   $819,162                                         $207,675                           $819,162      $207,675
                                                              ========                                         ========                           ========      ========


                                                                                                DOCUSIGN, INC.

                                                                             RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

                                                                                                  (Unaudited)


    Reconciliation of gross profit and gross margin:


                                                    Three Months Ended July 31,               Six Months Ended July 31,

    (in thousands)                                      2018                      2017                    2018                     2017
                                                        ----                      ----                    ----                     ----

    GAAP gross profit                                           $130,683                                         $97,085                   $228,197     $183,459

    Add: Stock-based
     compensation                                      4,410                                 485                                30,410           958

    Add: Amortization of
     acquisition-related
     intangibles                                       1,003                               1,691                                 2,671         3,388
                                                       -----                               -----                                 -----         -----

    Non-GAAP gross profit                                       $136,096                                         $99,261                   $261,278     $187,805
                                                                ========                                         =======                   ========     ========

    GAAP gross margin                                    78%                                77%                                  71%          77%

    Non-GAAP adjustments                                  3%                                 2%                                  10%           2%

    Non-GAAP gross margin                                81%                                79%                                  81%          79%


    GAAP subscription gross
     profit                                                     $135,404                                         $97,513                   $251,164     $185,067

    Add: Stock-based
     compensation                                      1,588                                 231                                11,543           469

    Add: Amortization of
     acquisition-related
     intangibles                                       1,003                               1,691                                 2,671         3,388
                                                       -----                               -----                                 -----         -----

    Non-GAAP subscription
     gross profit                                               $137,995                                         $99,435                   $265,378     $188,924
                                                                ========                                         =======                   ========     ========

    GAAP subscription gross
     margin                                              85%                                83%                                  82%          82%

    Non-GAAP adjustments                                  2%                                 2%                                   5%           2%

    Non-GAAP subscription
     gross margin                                        87%                                85%                                  87%          84%


    GAAP professional services
     and other gross loss                                       $(4,721)                                         $(428)                 $(22,967)    $(1,608)

    Add: Stock-based
     compensation                                      2,822                                 254                                18,867           489
                                                       -----                                 ---                                ------           ---

    Non-GAAP professional
     services and other gross
     loss                                                       $(1,899)                                         $(174)                  $(4,100)    $(1,119)
                                                                 =======                                           =====                    =======      =======

    GAAP professional services
     and other gross loss                              (55)%                               (5)%                               (142)%        (11)%

    Non-GAAP adjustments                                 33%                                 3%                                 117%           3%

    Non-GAAP professional
     services and other gross
     loss                                              (22)%                               (2)%                                (25)%         (8)%


    Reconciliation of operating expenses:


                                            Three Months Ended July 31,                Six Months Ended July 31,

    (in thousands)                            2018                      2017          2018                     2017
                                              ----                      ----          ----                     ----

    GAAP sales and marketing                          $103,779                               $68,943                 $294,864  $133,634

    Less: Stock-based compensation        (16,791)                           (2,883)                    (129,272)    (5,588)

    Less: Amortization of
     acquisition-related
     intangibles                             (765)                             (665)                     (1,530)    (1,505)
                                              ----                               ----                       ------      ------

    Non-GAAP sales and marketing                       $86,223                               $65,395                 $164,062  $126,541
                                                       =======                               =======                 ========  ========

    GAAP sales and marketing as a
     percentage of revenue                     62%                               55%                         91%        56%

    Non-GAAP sales and marketing
     as a percentage of revenue                52%                               52%                         51%        53%


    GAAP research and development                      $33,773                               $23,767                 $104,643   $46,475

    Less: Stock-based compensation         (7,359)                           (1,288)                     (54,627)    (2,679)
                                            ------                             ------                      -------      ------

    Non-GAAP research and
     development                                       $26,414                               $22,479                  $50,016   $43,796
                                                       =======                               =======                  =======   =======

    GAAP research and development
     as a percentage of revenue                20%                               19%                         33%        19%

    Non-GAAP research and
     development as a percentage of
     revenue                                   16%                               18%                         15%        18%


    GAAP general and administrative                    $30,851                               $18,156                 $133,968   $36,395

    Less: Stock-based compensation        (11,605)                           (3,856)                     (95,650)    (7,693)
                                           -------                             ------                      -------      ------

    Non-GAAP general and
     administrative                                    $19,246                               $14,300                  $38,318   $28,702
                                                       =======                               =======                  =======   =======

    GAAP general and administrative
     as a percentage of revenue                19%                               14%                         42%        16%

    Non-GAAP general and
     administrative as a percentage
     of revenue                                12%                               11%                         12%        12%


    Reconciliation of income (loss) from operations and operating margin:


                                                         Three Months Ended July 31,                      Six Months Ended July 31,

    (in thousands)                                    2018                      2017        2018                      2017
                                                      ----                      ----        ----                      ----

    GAAP operating loss                                      $(37,720)                           $(13,781)                          $(305,278)    $(33,045)

    Add: Stock-based
     compensation                                   40,165                            8,512                       309,959                  16,918

    Add: Amortization of
     acquisition-related
     intangibles                                     1,768                            2,356                         4,201                   4,893
                                                     -----                            -----                         -----                   -----

    Non-GAAP operating
     income (loss)                                              $4,213                             $(2,913)                              $8,882     $(11,234)
                                                                ======                              =======                               ======      ========

    GAAP operating margin                            (23)%                           (11)%                        (95)%                  (14)%

    Non-GAAP adjustments                               26%                              9%                          98%                     9%

    Non-GAAP operating
     margin (loss)                                      3%                            (2)%                           3%                   (5)%


    Reconciliation of net income (loss) and net income (loss) per share, basic and diluted:


                                                            Three Months Ended July 31,                   Six Months Ended July 31,

    (in thousands, except per
     share data)                                          2018                             2017        2018                   2017
                                                          ----                             ----        ----                   ----

    GAAP net loss                                                $(36,714)                        $(12,037)                         $(307,401)    $(31,419)

    Add: Stock-based compensation                       40,165                              8,512                 309,959                  16,918

    Add: Amortization of
     acquisition-related
     intangibles                                         1,768                              2,356                   4,201                   4,893
                                                         -----                              -----                   -----                   -----

    Non-GAAP net income (loss)                                      $5,219                          $(1,169)                             $6,759      $(9,608)
                                                                    ======                           =======                              ======       =======


    Numerator:

    Non-GAAP net income (loss)                                      $5,219                          $(1,169)                             $6,759      $(9,608)

    Less: preferred stock
     accretion                                               -                             (366)                  (353)                  (721)

    Less: net income allocated to
     participating securities                                -                                 -                (2,085)                      -

    Non-GAAP net income (loss)
     attributable to common
     stockholders                                                   $5,219                          $(1,535)                             $4,321     $(10,329)
                                                                    ======                           =======                              ======      ========


    Denominator:

    Weighted-average common
     shares outstanding, basic                         166,084                             31,638                 102,284                  30,716

    Effect of dilutive securities                       25,339                                  -                 24,586                       -

    Non-GAAP weighted-average
     common shares outstanding,
     diluted                                           191,423                             31,638                 126,870                  30,716


    GAAP net loss per share,
     basic and diluted                                             $(0.22)                          $(0.39)                            $(3.01)      $(1.05)

    Non-GAAP net income (loss)
     per share, basic                                     0.03                             (0.05)                   0.04                  (0.34)

    Non-GAAP net income (loss)
     per share, diluted                                   0.03                             (0.05)                   0.03                  (0.34)


    Computation of free cash flow:


                                   Three Months Ended July 31,               Six Months Ended July 31,

    (in thousands)                    2018                    2017          2018                    2017
                                      ----                    ----          ----                    ----

    Net cash provided
     by operating
     activities                               $22,695                              $12,098                 $37,688  $11,401

    Less: purchase of
     property and
     equipment                     (4,336)                         (4,319)                    (10,520)   (11,089)
                                    ------                           ------                     -------     -------

    Non-GAAP free
     cash flow                                $18,359                               $7,779                 $27,168     $312
                                              =======                               ======                 =======     ====


    Computation of billings:


                                    Three Months Ended July 31,                Six Months Ended July 31,

    (in thousands)                2018                              2017      2018                   2017
                                  ----                              ----      ----                   ----

    Revenue                               $167,044                         $125,543                         $322,852  $239,041

    Add: Contract
     liabilities and
     refund liability,
     end of period             300,426                             214,405               300,426              214,405

    Less: Contract
     liabilities and
     refund liability,
     beginning of
     period                  (293,667)                          (208,882)             (282,943)            (195,501)

    Add: Contract
     assets and
     unbilled accounts
     receivable,
     beginning of
     period                     14,555                              10,400                16,899               10,095

    Less: Contract
     assets and
     unbilled accounts
     receivable, end
     of period                (16,196)                           (11,381)             (16,196)            (11,381)

    Non-GAAP billings                     $172,162                         $130,085                         $341,038  $256,659
                                          ========                         ========                         ========  ========

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SOURCE DocuSign, Inc.