DocuSign Announces Fourth Quarter and Fiscal Year 2020 Financial Results

SAN FRANCISCO, March 12, 2020 /PRNewswire/ -- DocuSign, Inc. (NASDAQ: DOCU), which offers the world's #1 eSignature solution as part of the DocuSign Agreement Cloud, today announced results for its fourth quarter and fiscal year ended.

"The fourth quarter wrapped up an exceptional year for DocuSign," said Dan Springer, CEO of DocuSign. "Since introducing the DocuSign Agreement Cloud a year ago, we have dramatically broadened our offerings while maintaining strong growth from eSignature. With our latest move--the proposed acquisition of contracts AI pioneer Seal Software--we are continuing our drive to make organizations' end-to-end agreement processes faster, simpler, and smarter."

Fourth Quarter Financial Highlights

    --  Total revenue was $274.9 million, an increase of 38% year-over-year.
        Subscription revenue was $258.1 million, an increase of 38%
        year-over-year. Professional services and other revenue was $16.8
        million, an increase of 38% year-over-year.
    --  Billings were $366.9 million, an increase of 40% year-over-year.
    --  GAAP gross margin was 75%, compared to 74% in the same period last year.
        Non-GAAP gross margin was 79% compared to 78% in the same period last
        year.
    --  GAAP net loss per basic and diluted share was $0.26 on 181 million
        shares outstanding compared to $0.40 on 167 million shares outstanding
        in the same period last year.
    --  Non-GAAP net income per diluted share was $0.12 on 194 million shares
        outstanding compared to $0.06 on 188 million shares outstanding in the
        same period last year.
    --  Net cash provided by operating activities was $45.5 million compared to
        $34.1 million in the same period last year.
    --  Free cash flow was $15.5 million compared to $22.8 million in the same
        period last year.
    --  Cash, cash equivalents, restricted cash and investments were $896.2
        million at the end of the quarter.

Fiscal 2020 Financial Highlights

    --  Total revenue was $974.0 million, an increase of 39% year-over-year.
        Subscription revenue was $918.5 million, an increase of 38%
        year-over-year. Professional services and other revenue was $55.5
        million, an increase of 49% year-over-year.
    --  Billings were $1.1 billion, an increase of 38% year-over-year.
    --  GAAP gross margin was 75%, compared to 73% in fiscal 2019. Non-GAAP
        gross margin was 79% compared to 80% in fiscal 2019.
    --  GAAP net loss per basic and diluted share was $1.18 on 177 million
        shares outstanding compared to $3.16 on 135 million shares outstanding
        in fiscal 2019.
    --  Non-GAAP net income per diluted share was $0.31 on 191 million shares
        outstanding compared to $0.09 on 159 million shares outstanding in
        fiscal 2019.

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

    --  Seal Software acquisition. Reflecting the increasingly important role
        that artificial intelligence ("AI") will play in the digital
        transformation of the agreement process, DocuSign announced its intent
        to acquire contracts AI and legal analytics pioneer Seal Software for
        $188 million in cash. This acquisition enables DocuSign to integrate
        Seal's AI technology across the entire Agreement Cloud--and therefore
        deliver greater value to organizations looking to prepare, sign, act-on
        and manage the agreements that are critical to their business.
    --  DocuSign Momentum. The company hosted its North American customer
        conference on March 4, 2020. Given the ongoing developments around the
        COVID-19 (coronavirus) situation, the company took the proactive step to
        hold the conference virtually. The company showcased AI-powered
        capabilities by Seal Software and DocuSign's internal AI team, as well
        as other new capabilities for every stage of the agreement process.
    --  Executive appointments. DocuSign announced Rob Giglio as the company's
        new chief marketing officer (CMO). Rob was previously with Adobe, where
        he helped architect the growth strategy for Adobe's self-service cloud
        business and oversaw significant international expansion. As CMO, Rob
        will own all demand generation, self-service sales, digital, creative,
        and brand functions for DocuSign.

Outlook

The company currently expects the following guidance:


      ?  Quarter ending April 30, 2020 (in
       millions, except percentages):



     Total revenue                          $280  
      to   $284



     Subscription revenue                   $266  
      to   $270



     Billings                               $279  
      to   $289



     Non-GAAP gross margin                   78% 
      to    80%


      Non-GAAP sales and marketing            47% 
      to    49%


      Non-GAAP research and development       13% 
      to    15%


      Non-GAAP general and administrative      9% 
      to    11%


      Non-GAAP interest and other income
       (expense)                               $2  
      to     $3



     Provision for income taxes             $1.5  
      to   $2.5


      Non-GAAP diluted weighted-average
       shares outstanding                     195  
      to    200




      ?  Fiscal year ending January 31,
       2021 (in millions, except
       percentages):



     Total revenue                        $1,272  
      to $1,276



     Subscription revenue                 $1,210  
      to $1,214



     Billings                             $1,430  
      to $1,450



     Non-GAAP gross margin                   78% 
      to    80%


      Non-GAAP sales and marketing            47% 
      to    49%


      Non-GAAP research and development       13% 
      to    15%


      Non-GAAP general and administrative      9% 
      to    11%


      Non-GAAP interest and other income
       (expense)                               $8  
      to    $12



     Provision for income taxes               $6  
      to    $10


      Non-GAAP diluted weighted-average
       shares outstanding                     195  
      to    200

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 March 12, 2020 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 investor.docusign.com. 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) March 26, 2020, using the passcode 13699284.

About DocuSign

DocuSign helps organizations connect and automate how they prepare, sign, act on, and manage agreements. As part of the DocuSign Agreement Cloud, DocuSign offers eSignature, the world's #1 way to sign electronically on practically any device, from almost anywhere, at any time. Today, more than half a million customers and hundreds of millions of users in over 180 countries use DocuSign to accelerate the process of doing business and to simplify people's lives.

For more information, visit www.docusign.com, call +1-877-720-2040, or follow @DocuSign on Twitter, LinkedIn, Facebook and Instagram.

Copyright 2020. DocuSign, Inc. is the owner of DOCUSIGN® and all its other marks (www.docusign.com/IP).

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 all statements that are not historical facts and can be identified by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this press release include, among other things, statements under "Outlook" above and any other 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 our expectations regarding the benefits of the DocuSign Agreement Cloud and enhancements to it, additions to the Agreement Cloud suite of products, and the anticipated benefits of the acquisition of Seal Software. They also include statements about our future operating results and financial position, our business strategy and plans, market growth and trends, and our objectives for future operations. These statements are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.

These risks and uncertainties include, among other things, risks related to our ability to estimate the size of our total addressable market; our ability to effectively 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; the effects of increased competition in our market and our ability to compete effectively; our ability to expand use cases within existing customers and vertical solutions; our ability to expand our operations and increase adoption of our platform internationally; our ability to strengthen and foster our relationship with developers; our ability to expand our direct sales force, customer success team and strategic partnerships around the world; our ability to identify targets for and execute potential acquisitions; our ability to successfully integrate the operations of businesses we may acquire, or to realize the anticipated benefits of such acquisitions; our ability to maintain, protect and enhance our brand; the sufficiency of our cash and cash equivalents to satisfy our liquidity needs; our failure or the failure of our software suite of services to comply with applicable industry standards, laws and regulations; our ability to maintain, protect and enhance our intellectual property; our ability to successfully defend litigation against us; our ability to attract large organizations as users; our ability to maintain our corporate culture; our ability to offer high-quality customer support; our ability to hire, retain and motivate qualified personnel; our ability to estimate the size and potential growth of our target market; our ability to maintain proper and effective internal controls. Additional risks and uncertainties that could affect our financial results are included in the sections 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 October 31, 2019 filed on December 6, 2019 with the Securities and Exchange Commission (the "SEC"), 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, employer payroll tax on employee stock transactions, amortization of acquisition-related intangibles, amortization of debt discount and issuance costs from our convertible senior notes issued in September 2018, and, as applicable, other special items. The amount of employer payroll tax-related items on employee stock transactions is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of the business. When evaluating the performance of our business and making operating plans, we do not consider these items (for example, when considering the impact of equity award grants, we place a greater emphasis on overall stockholder dilution rather than the accounting charges associated with such grants). We believe it is useful to exclude these expenses 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 and over multiple periods.

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 January 31,                                          Year Ended January 31,


                   (in thousands, except per
                    share data)                          2020                                  2019                                           2020                   2019



     
                Revenue:



     Subscription                                               $
         258,122                                       $
              187,572                                     $
          918,463       $
           663,657


      Professional services and
       other                                           16,773                                  12,160                                           55,508                                  37,312



     Total revenue                                   274,895                                 199,732                                          973,971                                 700,969



     
                Cost of revenue:



     Subscription                                     48,162                                  33,560                                          163,931                                 117,764


      Professional services and
       other                                           19,913                                  19,133                                           79,303                                  74,657


      Total cost of revenue                            68,075                                  52,693                                          243,234                                 192,421


                   Gross profit                       206,820                                 147,039                                          730,737                                 508,548



     
                Operating expenses:


      Sales and marketing                             161,326                                 127,691                                          591,379                                 539,606


      Research and development                         52,094                                  42,921                                          185,552                                 185,968


      General and administrative                       35,753                                  39,055                                          147,315                                 209,297


      Total operating expenses                        249,173                                 209,667                                          924,246                                 934,871


                   Loss from operations              (42,353)                               (62,628)                                        (193,509)                               (426,323)



     Interest expense                                (7,461)                                (7,101)                                        (29,254)                               (10,844)


      Interest income and other
       income, net                                      3,658                                   4,794                                           19,207                                   8,959


                   Loss before provision for
                    (benefit from) income taxes      (46,156)                               (64,935)                                        (203,556)                               (428,208)


      Provision for (benefit from)
       income taxes                                     1,251                                   1,309                                            4,803                                 (1,750)


                   Net loss                                     $
         (47,407)                                     $
              (66,244)                                  $
          (208,359)    $
           (426,458)


                   Net loss per share
                    attributable to common
                    stockholders, basic and
                    diluted                                       $
         (0.26)                                       $
              (0.40)                                     $
          (1.18)       $
           (3.16)


                   Weighted-average number of
                    shares used in computing
                    net loss per share
                    attributable to common
                    stockholders, basic and
                    diluted                           180,859                                 167,269                                          176,704                                 135,163




                   Stock-based compensation expense included in
                    costs and expenses:


      Cost of revenue-
       subscription                                                $
         3,951                                         $
              2,241                                      $
          12,882        $
           16,182


      Cost of revenue-
       professional services and
       other                                            3,826                                   3,413                                           15,703                                  25,858


      Sales and marketing                              26,170                                  20,505                                           94,863                                 172,115


      Research and development                         12,252                                   9,562                                           43,211                                  74,108


      General and administrative                        9,406                                  13,550                                           39,745                                 122,715


                                                        
       
                DOCUSIGN, INC.


                                                    
       
         CONDENSED CONSOLIDATED BALANCE SHEETS


                                                          
       
                (Unaudited)




                   (in thousands, except share and per
                    share data)                                     January 31, 2020                                    January 31, 2019

                                                                                                                 ---


     
                Assets



     Current assets


      Cash and cash equivalents                                                          $
              241,203                          $
        517,811



     Investments-current                                                    414,939                            251,203



     Restricted cash                                                            280                                367



     Accounts receivable                                                    237,841                            174,548



     Contract assets-current                                                 12,502                             10,616


      Prepaid expenses and other current
       assets                                                                 37,125                             29,976



     Total current assets                                                   943,890                            984,521



     Investments-noncurrent                                                 239,729                            164,220


      Property and equipment, net                                            128,293                             75,832


      Operating lease right-of-use
       assets                                                                149,833



     Goodwill                                                               194,882                            195,225



     Intangible assets, net                                                  56,500                             74,203


      Deferred contract acquisition
       costs-noncurrent                                                      153,333                            112,583



     Other assets-noncurrent                                                 24,678                              8,833


                   Total assets                                                        $
              1,891,138                        $
        1,615,417


                   Liabilities and Stockholders' Equity



     Current liabilities



     Accounts payable                                                                    $
              28,144                           $
        19,590


      Accrued expenses and other current
       liabilities                                                            54,344                             35,658



     Accrued compensation                                                    83,189                             77,553


      Contract liabilities-current                                           507,560                            381,060


      Operating lease liabilities-
       current                                                                20,728



     Deferred rent-current                                                        -                             2,452


      Total current liabilities                                              693,965                            516,313


      Convertible senior notes, net                                          465,321                            438,932


      Contract liabilities-noncurrent                                         11,478                              7,712


      Operating lease liabilities-
       noncurrent                                                            162,432



     Deferred rent-noncurrent                                                     -                            24,195


      Deferred tax liability-noncurrent                                        4,920                              4,207


      Other liabilities-noncurrent                                             6,695                              9,696



     Total liabilities                                                    1,344,811                          1,001,055



     Stockholders' equity



     Common stock                                                                18                                 17


      Additional paid-in capital                                           1,685,167                          1,545,088


      Accumulated other comprehensive
       loss                                                                  (1,673)                           (1,965)



     Accumulated deficit                                                (1,137,185)                         (928,778)


      Total stockholders' equity                                             546,327                            614,362


                   Total liabilities and stockholders'
                    equity                                                             $
              1,891,138                        $
        1,615,417


                                                                                   
              
                DOCUSIGN, INC.


                                                                  
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                    
              
                (Unaudited)




                                                             Three Months Ended January 31,                                          Year Ended January 31,


                   (in thousands)                 2020                                 2019                                           2020                  2019


                   Cash flows from operating activities:



     Net loss                                           $
       (47,407)                                      $
              (66,244)                                 $
        (208,359)    $
        (426,458)


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


      Depreciation and amortization             13,266                                 12,003                                           50,182                               38,027


      Amortization of deferred
       contract acquisition and
       fulfillment costs                        20,387                                 12,223                                           69,747                               42,112


      Amortization of debt discount
       and transaction costs                     6,742                                  6,360                                           26,389                                9,507


      Non-cash operating lease
       costs                                     5,592                                                                                 19,435


      Stock-based compensation
       expense                                  55,605                                 49,271                                          206,404                              410,978


      Deferred income taxes                      1,245                                  2,346                                            1,287                              (5,001)



     Other                                        401                                  2,879                                          (1,741)                                 800


      Changes in operating assets and liabilities



     Accounts receivable                     (78,377)                              (43,937)                                        (63,293)                            (42,571)



     Contract assets                            5,715                                  1,430                                          (1,508)                               4,204


      Prepaid expenses and other
       current assets                          (1,106)                                 (900)                                         (3,142)                             (3,283)


      Deferred contract acquisition
       and fulfillment costs                  (37,923)                              (28,324)                                       (115,723)                             (80,869)



     Other assets                                 612                                    656                                            1,538                                2,658



     Accounts payable                           1,543                                (1,390)                                           3,849                              (7,380)


      Accrued expenses and other
       liabilities                               4,662                                (1,122)                                           9,353                                6,449


      Accrued compensation                      12,329                                 23,868                                            5,636                               26,039


      Contract liabilities                      85,957                                 65,018                                          130,266                              100,874


      Operating lease liabilities              (3,738)                                                                              (14,624)


      Net cash provided by operating
       activities                               45,505                                 34,137                                          115,696                               76,086


                   Cash flows from investing activities:


      Purchases of marketable
       securities                            (107,318)                             (415,132)                                        (861,252)                            (415,132)


      Maturities of marketable
       securities                              166,599                                                                                627,309


      Purchases of strategic
       investments                                   -                                                                              (15,500)


      Cash paid for acquisition, net
       of acquired cash                              -                                                                                                                 (218,779)


      Purchases of property and
       equipment                              (29,975)                              (11,317)                                        (72,046)                            (30,413)


      Net cash provided by (used in)
       investing activities                     29,306                              (426,449)                                        (321,489)                            (664,324)


                   Cash flows from financing activities:


      Proceeds from issuance of
       convertible senior notes, net
       of initial purchasers'
       discounts and transaction
       costs                                         -                                                                                                                   560,756


      Purchase of capped calls
       related to issuance of
       convertible senior notes                      -                                                                                                                  (67,563)


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


      Payment of tax withholding
       obligation on RSU settlement           (41,216)                             (215,332)                                        (166,504)                            (215,332)


      Proceeds from exercise of
       stock options                             9,914                                 34,846                                           72,177                               50,211


      Proceeds from employee stock
       purchase plan                                 -                                                                                23,872


      Payment of deferred offering
       costs                                         -                                 (319)                                                                             (4,011)



     Other financing                                -                                 (250)                                                                               (250)


      Net cash provided by (used in)
       financing activities                   (31,302)                             (181,055)                                         (70,455)                             853,116


      Effect of foreign exchange on
       cash, cash equivalents and
       restricted cash                           (137)                               (2,955)                                           (447)                             (4,136)


      Net increase (decrease) in
       cash, cash equivalents and
       restricted cash                          43,372                              (576,322)                                        (276,695)                              260,742


      Cash, cash equivalents and
       restricted cash at beginning
       of period                               198,111                              1,094,500                                          518,178                              257,436


      Cash, cash equivalents and
       restricted cash at end of
       period                                             $
       241,483                                        $
              518,178                                   $
         241,483     $
          518,178


                                                                                               
             
                DOCUSIGN, INC.


                                                                            
              
               RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES


                                                                                                 
             
                (Unaudited)





     
                Reconciliation of gross profit and gross margin:




                                                                    Three Months Ended January 31,                                             Year Ended January 31,


                   (in thousands)                     2020                              2019                        2020                                    2019



     GAAP gross profit                                      $
            206,820                                            $
              147,039                            $
              730,737      $
         508,548


      Add: Stock-based compensation                  7,777                                           5,654                                               28,585                        42,040


      Add: Amortization of
       acquisition-related
       intangibles                                   1,348                                           1,778                                                5,704                         6,081


      Add: Employer payroll tax on
       employee stock transactions                     668                                           1,949                                                2,577                         1,949


      Add: Acquisition-related
       expenses                                          -                                                                                                                             108


      Non-GAAP gross profit                                  $
            216,613                                            $
              156,420                            $
              767,603      $
         558,726



     GAAP gross margin                       75
            %                                    74
           %                                        75
            %                 73
            %


      Non-GAAP adjustments                     4
            %                                     4
           %                                         4
            %                  7
            %


      Non-GAAP gross margin                   79
            %                                    78
           %                                        79
            %                 80
            %




      GAAP subscription gross profit                         $
            209,960                                            $
              154,012                            $
              754,532      $
         545,893


      Add: Stock-based compensation                  3,951                                           2,241                                               12,882                        16,182


      Add: Amortization of
       acquisition-related
       intangibles                                   1,348                                           1,778                                                5,704                         6,081


      Add: Employer payroll tax on
       employee stock transactions                     285                                             830                                                1,054                           830


      Non-GAAP subscription gross
       profit                                                $
            215,544                                            $
              158,861                            $
              774,172      $
         568,986


      GAAP subscription gross margin          81
            %                                    82
           %                                        82
            %                 82
            %


      Non-GAAP adjustments                     3
            %                                     3
           %                                         2
            %                  4
            %


      Non-GAAP subscription gross
       margin                                 84
            %                                    85
           %                                        84
            %                 86
            %




      GAAP professional services and
       other gross loss                                      $
            (3,140)                                           $
              (6,973)                          $
              (23,795)    $
         (37,345)


      Add: Stock-based compensation                  3,826                                           3,413                                               15,703                        25,858


      Add: Acquisition-related
       expenses                                          -                                                                                                                             108


      Add: Employer payroll tax on
       employee stock transactions                     383                                           1,119                                                1,523                         1,119


      Non-GAAP professional
       services and other gross
       profit (loss)                                           $
            1,069                                            $
              (2,441)                           $
              (6,569)    $
         (10,260)


      GAAP professional services and        (19)
            %                                           (57)                                      (43)
            %                        (100)
       other gross margin                                                                               %                                                                                %


      Non-GAAP adjustments                    25
            %                                    37
           %                                        31
            %                 73
            %


      Non-GAAP professional
       services and other gross                                                                         %
       margin                                  6
            %                                           (20)                                      (12)
            %               (27)
            %



     
                Reconciliation of operating expenses:




                                                                Three Months Ended January 31,                         Year Ended January 31,


                   (in thousands)                      2020                        2019               2020                         2019


      GAAP sales and marketing                              $
        161,326                                  $
      127,691                        $
            591,379 $
      539,606


      Less: Stock-based compensation               (26,170)                                  (20,505)                       (94,863)                (172,115)


      Less: Amortization of
       acquisition-related intangibles              (2,911)                                   (3,234)                       (12,013)                  (7,021)


      Less: Employer payroll tax on
       employee stock transactions                  (1,413)                                   (8,051)                        (7,023)                  (8,051)


      Less: Acquisition-related
       expenses                                           -                                                                                              (68)


      Non-GAAP sales and marketing                          $
        130,832                                   $
      95,901                        $
            477,480 $
      352,351


      GAAP sales and marketing as a
       percentage of revenue                   59
            %                              64
            %                   61
            %             77
            %


      Non-GAAP sales and marketing as
       a percentage of revenue                 48
            %                              48
            %                   49
            %             50
            %




      GAAP research and development                          $
        52,094                                   $
      42,921                        $
            185,552 $
      185,968


      Less: Stock-based compensation               (12,252)                                   (9,562)                       (43,211)                 (74,108)


      Less: Employer payroll tax on
       employee stock transactions                    (636)                                   (2,246)                        (3,524)                  (2,246)


      Less: Acquisition-related
       expenses                                           -                                                                                             (302)


      Non-GAAP research and
       development                                           $
        39,206                                   $
      31,113                        $
            138,817 $
      109,312


      GAAP research and development as
       a percentage of revenue                 19
            %                              21
            %                   19
            %             27
            %


      Non-GAAP research and
       development as a percentage of
       revenue                                 14
            %                              16
            %                   14
            %             16
            %




      GAAP general and administrative                        $
        35,753                                   $
      39,055                        $
            147,315 $
      209,297


      Less: Stock-based compensation                (9,406)                                  (13,550)                       (39,745)                (122,715)


      Less: Employer payroll tax on
       employee stock transactions                    (540)                                   (3,411)                        (3,596)                  (3,411)


      Less: Acquisition-related
       expenses                                           -                                                                                           (1,290)


      Non-GAAP general and
       administrative                                        $
        25,807                                   $
      22,094                        $
            103,974  $
      81,881


      GAAP general and administrative
       as a percentage of revenue              12
            %                              20
            %                   15
            %             30
            %


      Non-GAAP general and
       administrative as a percentage
       of revenue                               9
            %                              11
            %                   11
            %             12
            %



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




                                                                  Three Months Ended January 31,                             Year Ended January 31,


                   (in thousands)               2020                                 2019               2020                                       2019


      GAAP loss from operations                        $
              (42,353)                                  $
        (62,628)                             $
            (193,509)    $
        (426,323)


      Add: Stock-based
       compensation                           55,605                                             49,271                                206,404                         410,978


      Add: Amortization of
       acquisition-related
       intangibles                             4,259                                              5,012                                 17,717                          13,102


      Add: Employer payroll tax
       on employee stock
       transactions                            3,257                                             15,657                                 16,720                          15,657


      Add: Acquisition-related
       expenses                                    -                                                                                                                  1,768


      Non-GAAP income from
       operations                                        $
              20,768                                     $
         7,312                               $
              47,332     $
           15,182


      GAAP operating margin                     (15)                                              (31)
                                                   %                                                 %                        (20)
            %                 (61)
            %


      Non-GAAP adjustments              23
            %                                       35
           %                          25
            %                   63
            %


      Non-GAAP operating margin          8
            %                                        4
           %                           5
            %                    2
            %



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




                                                                        Three Months Ended January 31,                      Year Ended January 31,


                   (in thousands, except per
                    share data)                       2020                                      2019                       2020                    2019



     GAAP net loss                                          $
              (47,407)                          $
        (66,244)                               $
          (208,359)    $
           (426,458)


      Add: Stock-based compensation                 55,605                                      49,271                      206,404                                  410,978


      Add: Amortization of
       acquisition-related
       intangibles                                   4,259                                       5,012                       17,717                                   13,102


      Add: Employer payroll tax on
       employee stock transactions                   3,257                                      15,657                       16,720                                   15,657


      Add: Acquisition-related
       expenses                                          -                                                                                                          1,839


      Add: Amortization of debt
       discount and issuance costs                   6,742                                       6,360                       26,389                                    9,507


      Less: Tax effect of the
       SpringCM acquisition(1)                           -                                        289                                                              (7,080)



     Non-GAAP net income                                      $
              22,456                             $
        10,345                                   $
          58,871        $
           17,545





     
                Numerator:



     Non-GAAP net income                                      $
              22,456                             $
        10,345                                   $
          58,871        $
           17,545


      Less: Preferred stock
       accretion                                         -                                                                                                          (353)


      Less: Net income allocated to
       participating securities                          -                                                                                                        (2,636)


      Non-GAAP net income
       attributable to common
       stockholders                                            $
              22,456                             $
        10,345                                   $
          58,871        $
           14,556





     
                Denominator:


      Weighted-average common
       shares outstanding, basic                   180,859                                     167,269                      176,704                                  135,163


      Effect of dilutive securities                 12,869                                      20,390                       14,094                                   23,513


      Non-GAAP weighted-average
       common shares outstanding,
       diluted                                     193,728                                     187,659                      190,798                                  158,676




      GAAP net loss per share, basic
       and diluted                                             $
              (0.26)                            $
        (0.40)                                  $
          (1.18)       $
           (3.16)


      Non-GAAP net income per
       share, basic                                   0.12                                        0.06                         0.33                                     0.11


      Non-GAAP net income per
       share, diluted                                 0.12                                        0.06                         0.31                                     0.09




              (1)              Represents a tax benefit
                                  related to the release of a
                                  portion of our deferred tax
                                  asset valuation allowance
                                  resulting from the SpringCM
                                  acquisition.



     
                Computation of free cash flow:




                                                       Three Months Ended January 31,                    Year Ended January 31,


                   (in thousands)          2020                                  2019              2020                 2019


      Net cash provided
       by operating
       activities                                   $
        45,505                           $
         34,137                           $
        115,696     $
         76,086


      Less: Purchases of
       property and
       equipment                       (29,975)                               (11,317)                   (72,046)                     (30,413)


      Non-GAAP free cash
       flow                              15,530                                  22,820                      43,650                        45,673


      Net cash provided
       by (used in)
       investing
       activities                        29,306                               (426,449)                   (321,489)                     (664,324)


      Net cash provided
       by (used in)
       financing
       activities                                 $
        (31,302)                        $
        (181,055)                         $
        (70,455)    $
        853,116



     
                Computation of billings:






                                                   Three Months Ended January 31,               Year Ended January 31,


                   (in thousands)          2020                             2019                2020                   2019



     Revenue                                   $
      274,895                        $
     199,732                                 $
        973,971  $
     700,969


      Add: Contract
       liabilities and
       refund liability,
       end of period                    522,201                            390,887               522,201                             390,887


      Less: Contract
       liabilities and
       refund liability,
       beginning of period            (435,898)                         (330,060)             (390,887)                           (282,943)


      Add: Contract assets
       and unbilled
       accounts
       receivable,
       beginning of period               20,805                             15,229                13,436                              16,899


      Less: Contract
       assets and unbilled
       accounts
       receivable, end of
       period                          (15,082)                          (13,436)             (15,082)                           (13,436)


      Less: Contract
       liabilities and
       refund liability
       contributed by the
       acquisition of
       SpringCM                               -                                                                                  (11,002)


      Non-GAAP billings                         $
      366,921                        $
     262,352                               $
        1,103,639  $
     801,374

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SOURCE DocuSign, Inc.