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| (in thousands) | 2024 | | As % of Revenue | | 2023 | | As % of Revenue | | | | |
| Revenue: | | | | | | | | | | | | | |
| % |
| % |
| % |
Subscription revenue increased $244.5 million, or 10%, in the year ended January 31, 2024. The increase was primarily due to the expansion of revenue from existing customers and the addition of new customers, as well as an increase in sales to our commercial and enterprise customers through our direct and indirect go-to-market initiatives. We continue to invest in a variety of customer programs and initiatives, which, along with expanded customer use cases, have helped increase our subscription revenue over time.
DocuSign, Inc.| 2024 Form 10-K | 48
Cost of Revenue and Gross Margin | | | | | | | | | | | | | | | | | | | |
| Year Ended January 31, | | 2024 vs 2023 |
| Cost of revenue: | | | | | | | |
| % |
| % |
| % |
| Gross margin: | | | | | | | |
| pts |
| pts |
| pts |
Cost of subscription revenue increased $33.8 million, or 8%, in the year ended January 31, 2024, primarily driven by higher costs to support our growing customer base. Increases primarily consisted of:
•$13.3 million in operating costs to support our platform and revenue growth, including increases in hosting costs as well as processing and authentication costs;
•$7.1 million due to higher information technology costs; and
•$6.9 million in depreciation on our capitalized software projects.
Sales and Marketing | | | | | | | | | | | | | | | | | | | |
| Year Ended January 31, | | 2024 vs 2023 |
| % |
| Percentage of revenue | 42 | % | | 49 | % | | | | |
Sales and marketing expenses decreased $74.6 million, or 6%, in the year ended January 31, 2024, primarily driven by savings on personnel costs from the restructuring plans implemented during the third quarter of fiscal 2023 and the first quarter of fiscal 2024 as well as shifts in the allocation of resources for our go-to-market initiatives. Decreases primarily consisted of:
•$31.5 million in marketing and advertising costs due to reduced spending on paid media in line with our go-to-market strategy and expansion of our self-serve experience; and
•$21.3 million in personnel costs and $18.5 million in stock-based compensation expense due to lower headcount, partially offset by higher commissions in line with higher sales and annual merit increases.
Research and Development | | | | | | | | | | | | | | | | | | | |
| Year Ended January 31, | | 2024 vs 2023 |
| % |
| Percentage of revenue | 20 | % | | 19 | % | | | | |
Research and development expenses increased $58.9 million, or 12%, in the year ended January 31, 2024, primarily due to investments in our workforce and product innovation. Increases primarily consisted of:
•$34.2 million in stock-based compensation expense and $15.1 million in personnel costs due to annual merit increases; and
•$11.9 million due to higher information technology costs to drive product innovation.
DocuSign, Inc.| 2024 Form 10-K | 49
General and Administrative | | | | | | | | | | | | | | | | | | | |
| Year Ended January 31, | | 2024 vs 2023 |
| % |
| Percentage of revenue | 15 | % | | 13 | % | | | | |
|
The provision for income taxes increased by $12.1 million in the year ended January 31, 2024 . The increase in the provision for income taxes in the current year is a result of higher pre-tax income and limitations on net operating losses allowed to reduce taxable income.
DocuSign, Inc.| 2024 Form 10-K | 50
Liquidity and Capital Resources
Our principal sources of liquidity were cash, cash equivalents and investments as well as cash generated from operations. As of January 31, 2024, we had $1.0 billion in cash and cash equivalents and short-term investments. We also had $122.0 million in long-term investments that provide additional capital resources. We finance our operations primarily through payments by our customers for use of our product offerings and related services and through debt financing.
In January 2021 we entered into a $500.0 million credit facility, as amended in May 2023, which may be increased by an additional $250.0 million subject to customary terms and conditions. The credit facility is available until January 11, 2026 to optimize our capital structure and strengthen our balance sheet. There were no outstanding borrowings under the credit facility as of January 31, 2024.
In September 2018, we issued and sold $575.0 million in aggregate principal amount of 0.5% Convertible Senior Notes due 2023 (the “2023 Notes”). In January 2021, we issued and sold $690.0 million in aggregate principal amount of 0% Convertible Senior Notes due 2024 (the “2024 Notes”). We fully settled the outstanding principal of the 2023 Notes and 2024 Notes and during the year ended January 31, 2024. We believe that our sources of liquidity, including our cash, cash equivalents and investments, and expected future operating cash flows, and borrowing capacity available to us from our credit facility, are adequate to meet the potential cash commitments for the foreseeable future, including upcoming maturities in the next 12 months related to our lease obligations.
Further details of these transactions are described in Note 7 to the Consolidated Financial Statements, included in Part II, Item 8 of this Annual Report on Form 10-K.
We were in compliance with all debt covenants at January 31, 2024.
We believe our existing cash, cash equivalents and marketable securities will be sufficient to meet our working capital and capital expenditures needs over at least the next 12 months. While we generated positive cash flows from operations in the recent years, we have generated losses from operations in the past as reflected in our accumulated deficit of $1.7 billion as of January 31, 2024. We may continue to incur operating losses in the foreseeable future due to the investments we intend to make and may require additional capital resources to execute strategic initiatives to grow our business.
We typically invoice our customers annually in advance. Therefore, a substantial source of our cash is from such invoices, which are included on our consolidated balance sheets in contract liabilities until revenue is recognized and in accounts receivable until cash is collected. Accordingly, collections from our customers have a material impact on our cash flows from operating activities. Contract liabilities consist of the unearned portion of billed fees for our subscriptions, which is subsequently recognized as revenue in accordance with our revenue recognition policy.
Our future capital requirements will depend on many factors including our growth rate, customer retention and expansion, inflation, tax withholding obligations related to settlement of our RSUs, the timing and extent of spending to support our efforts to develop our software platform, the expansion of sales and marketing activities and the continuing market acceptance of our software platform. We may in the future enter into arrangements to acquire or invest in complementary businesses, technologies and intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.
DocuSign, Inc.| 2024 Form 10-K | 51
Cash Flows
The following table summarizes our cash flows for the periods indicated: | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands) | 2024 | | 2023 |
| Net cash provided by (used in): | | | |
| Operating activities | $ | 979,526 | | | $ | 506,759 | |
| Investing activities | 44,612 | | | (191,197) | |
| Financing activities | (946,039) | | | (98,256) | |
| Effect of foreign exchange on cash, cash equivalents and restricted cash | 199 | | | (3,784) | |
| Net change in cash, cash equivalents and restricted cash | $ | 78,298 | | | $ | 213,522 | |
Cash Flows from Operating Activities
Cash provided by operating activities was $979.5 million for the year ended January 31, 2024. Our primary sources of cash provided by operating activities were billings and the related cash collections in addition to interest income due to favorable interest rates. Our primary uses of cash include the payment of employee salaries and benefits, including the payment of termination benefits under the 2024 Restructuring plan, in addition to vendor payments.
Cash provided by operating activities was $506.8 million for the year ended January 31, 2023. Cash provided by operating activities increased slightly due to increases in collections of accounts receivable and higher revenues, partially offset by a decrease in amounts billed to customers and recognized as contract liabilities.
Cash Flows from Investing Activities
For the year ended January 31, 2024, cash provided by investing activities of $44.6 million was primarily driven by $137.6 million net maturities of marketable securities. The increase was partially offset by purchases of property and equipment of $92.4 million as we continue to support operations at our data centers and invest in capitalized software development projects.
For the year ended January 31, 2023, cash used in investing activities of $191.2 million was primarily driven by $109.8 million net purchases of marketable securities and $77.7 million purchases of property and equipment as we continued to invest in data center build outs to support our growing operations and capitalized software development projects.
Cash Flows from Financing Activities
For the year ended January 31, 2024, cash used in financing activities of $946.0 million was primarily driven by the maturity of the Notes, stock repurchase program, and payments related to our equity plans. We fully repaid the 2023 Notes and 2024 Notes during fiscal 2024 for $727.0 million. We also used $145.5 million to repurchase 3.1 million shares of common stock at an average of $47.57 per share through our stock repurchase program. In addition, we made $97.2 million payments for tax withholding on share settlements, net of proceeds associated with our equity plans.These cash outflows were partially offset by $23.7 million received in connection with the settlement of our Capped Calls in relation to our 2023 Notes.
For the year ended January 31, 2023, cash used in financing activities of $98.3 million was primarily driven by $63.0 million used to repurchase 1.1 million shares of common stock at an average of $55.52 per share through our stock repurchase program which commenced in fiscal 2023, and $35.2 million payments for tax withholding on share settlements, net of proceeds associated with our equity plans.
Obligations and Commitments
Our principal contractual obligations and commitments consist of operating leases, as well as noncancelable contractual commitments that primarily relate to cloud infrastructure support and sales and marketing activities. Refer to Note 7, Note 8 and Note 9 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for more information.
We do not have any special purpose entities and we do not engage in off-balance sheet financing arrangements.
DocuSign, Inc.| 2024 Form 10-K | 52
Critical Accounting Policies and Estimates
We prepare our financial statements in accordance with generally accepted accounting principles (“GAAP”). Preparing these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
The critical accounting estimates, assumptions and judgments that we believe to have the most significant impact on our consolidated financial statements are revenue recognition, deferred contract acquisition costs, stock-based compensation, income taxes and loss contingencies.
Revenue Recognition
We recognize revenue from contracts with customers using the five-step method described in Note 1 to the consolidated financial statements. At contract inception we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We combine contracts entered into at or near the same time with the same customer if we determine that the contracts are negotiated as a package with a single commercial objective; the amount of consideration to be paid in one contract depends on the price or performance of the other contract; or the services promised in the contracts are a single performance obligation.
Our performance obligations consist of (i) subscription services, (ii) professional and other services, (iii) on-premises solutions and (iv) maintenance and support for our on-premises solutions. In general, we satisfy the majority of our performance obligations over time as we transfer the promised services to our customers. For some of our services, such as delivery of on-premises solutions, we satisfy our performance obligations at a point in time. We apply significant judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition.
Period of Benefit of Deferred Contract Acquisition Costs
Contract acquisition costs are amortized on a straight-line basis over their period of benefit. To determine the period of benefit, we evaluate the type of costs incurred, the nature of the related benefit, and the specific facts and circumstances of our arrangements. The period of benefit for commissions paid for the acquisition of the initial subscription contract is determined by considering our customer life and the technological life of our software platform and related significant features. The period of benefit for commissions on renewal subscription contracts is determined by considering the weighted average contractual term for our renewal contracts. Periodically, we evaluate these factors and review whether events or changes in circumstances have occurred that could impact the period of benefit. Any future changes in circumstances around our customer life and weighted average contractual terms of renewal contracts may materially change the periods of benefit and therefore the amortization amounts recognized in our consolidated statement of operations and comprehensive income (loss).
Stock-based Compensation
We issue stock-based awards to employees, including restricted stock units (“RSUs”), purchase rights granted under our Employee Stock Purchase Plan (“ESPP”) and stock options. We measure the fair value of these awards at the grant date and recognize such fair value as expense over the service period.
The fair value of RSUs is determined by the fair value of our underlying common stock. From time to time, we grant RSUs that also include performance-based or market-based conditions. For RSUs granted with a market condition, we use a Monte Carlo option-pricing model to determine the fair value of the RSUs. The fair value of stock options and ESPP purchase rights are determined by the Black-Scholes option pricing model.
For RSUs with a performance condition, we assess the probability that such performance conditions will be met or achieved every reporting period.
Judgment is required to estimate the expected life of the stock awards, the volatility of the underlying common stock, forfeiture rates and probability of achievement of performance conditions. Our assumptions may differ from those used in prior periods. Changes to the estimates we make from time to time may have a significant impact on our stock-based compensation expense and could materially impact our results of operations.
DocuSign, Inc.| 2024 Form 10-K | 53
We recognize compensation expense net of forfeitures that are estimated at the time of grant based on historical experience and our expectations regarding future pre-vesting termination behavior of employees and revise in subsequent periods if actual forfeitures differ from those estimates. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and our deferred tax assets and liabilities.
We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. Accordingly, the need to establish such allowance is assessed periodically by considering matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and results of recent operations. The evaluation of recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified.
In recognizing tax benefits from uncertain tax positions, we assess whether it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As we expand internationally, we will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items, and as a result, we may record unrecognized tax benefits in the future. At that time, we would make adjustments to these potential future reserves when facts and circumstances change, such as the closing of a tax audit or when the refinement of an estimate is appropriate. Our estimate of the potential outcome of any uncertain tax position is subject to management's assessment of relevant risks, facts and circumstances existing at that time. To the extent that the final tax outcome of these matters would be different to the amounts we may potentially record in the future, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results.
Loss Contingencies
We evaluate contingent liabilities, including threatened or pending litigation, and make provisions for such liabilities when it is both probable that a loss has been incurred and its amount can be reasonably estimated. Because of uncertainties related to these legal matters, we base our estimates and accrue the liabilities, if any, on the information available at the time of our assessment. Developments in these matters could affect the amount of liability we accrue. As additional information becomes available, we may revise our estimates. Any revisions in the estimates of potential liabilities could have a material impact on our operating results and financial position. Further, until the final resolution of any such matter, there may be a loss exposure in excess of the liability recognized and such amount could be significant.
Recent Accounting Pronouncements
Refer to Note 1 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for recently issued accounting pronouncements not yet adopted as of the date of this report.
DocuSign, Inc.| 2024 Form 10-K | 54
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 present 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. However, these non-GAAP measures are not intended to be considered in isolation from, a substitute for, or superior to our GAAP results.
Non-GAAP gross profit, non-GAAP gross margin, non-GAAP income from operations, non-GAAP operating margin and non-GAAP net income: 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, acquisition-related expenses, fair value adjustments to strategic investments, executive transition costs, lease-related impairment and lease-related charges, restructuring and other related charges 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. In addition to these exclusions, we subtract an assumed provision for income taxes to calculate non-GAAP net income. We utilize a fixed long-term projected tax rate in our computation of the non-GAAP income tax provision to provide better consistency across the reporting periods. For fiscal 2023 and fiscal 2024, we have determined the projected non-GAAP tax rate to be 20%.
Free cash flow: We define free cash flow as net cash provided by operating activities less purchases of property and equipment. We believe free cash flow is an important liquidity measure of the cash that is available (if any), 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 can be used to measure our periodic performance, when taking into consideration the timing aspects of customer renewals, which represents a large component of our business. 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.
DocuSign, Inc.| 2024 Form 10-K | 55
Reconciliation of gross profit (loss) and gross margin: | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands) | 2024 | | 2023 | | 2022 |
| GAAP gross profit | $ | 2,189,261 | | | $ | 1,979,827 | | | $ | 1,640,762 | |
| Add: Stock-based compensation | 79,996 | | | 72,674 | | | 58,499 | |
| Add: Amortization of acquisition-related intangibles | 8,857 | | | 9,613 | | | 11,670 | |
| Add: Employer payroll tax on employee stock transactions | 2,262 | | | 2,184 | | | 7,524 | |
| Add: Lease-related impairment and lease-related charges | 721 | | | 1,090 | | | — | |
| Non-GAAP gross profit | $ | 2,281,097 | | | $ | 2,065,388 | | | $ | 1,718,455 | |
| GAAP gross margin | 79 | % | | 79 | % | | 78 | % |
| Non-GAAP adjustments | 4 | % | | 3 | % | | 4 | % |
| Non-GAAP gross margin | 83 | % | | 82 | % | | 82 | % |
| | | | | |
| GAAP subscription gross profit | $ | 2,226,803 | | | $ | 2,016,100 | | | $ | 1,693,611 | |
| Add: Stock-based compensation | 51,660 | | | 46,916 | | | 31,152 | |
| Add: Amortization of acquisition-related intangibles | 8,857 | | | 9,613 | | | 11,670 | |
| Add: Employer payroll tax on employee stock transactions | 1,464 | | | 1,393 | | | 3,703 | |
| Add: Lease-related impairment and lease-related charges | 505 | | | 447 | | | — | |
| Non-GAAP subscription gross profit | $ | 2,289,289 | | | $ | 2,074,469 | | | $ | 1,740,136 | |
| GAAP subscription gross margin | 83 | % | | 83 | % | | 83 | % |
| Non-GAAP adjustments | 2 | % | | 2 | % | | 2 | % |
| Non-GAAP subscription gross margin | 85 | % | | 85 | % | | 85 | % |
| | | | | |
| GAAP professional services and other gross loss | $ | (37,542) | | | $ | (36,273) | | | $ | (52,849) | |
| Add: Stock-based compensation | 28,336 | | | 25,758 | | | 27,347 | |
| Add: Employer payroll tax on employee stock transactions | 798 | | | 791 | | | 3,821 | |
| Add: Lease-related impairment and lease-related charges | 216 | | | 643 | | | — | |
| Non-GAAP professional services and other gross loss | $ | (8,192) | | | $ | (9,081) | | | $ | (21,681) | |
| GAAP professional services and other gross margin | (50) | % | | (49) | % | | (76) | % |
| Non-GAAP adjustments | 39 | % | | 37 | % | | 45 | % |
| Non-GAAP professional services and other gross margin | (11) | % | | (12) | % | | (31) | % |
Reconciliation of income (loss) from operations and operating margin: | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands) | 2024 | | 2023 | | 2022 |
| GAAP income (loss) from operations | $ | 31,634 | | | $ | (88,031) | | | $ | (61,884) | |
| Add: Stock-based compensation | 611,835 | | | 533,100 | | | 408,542 | |
| Add: Amortization of acquisition-related intangibles | 19,375 | | | 20,706 | | | 24,770 | |
| Add: Employer payroll tax on employee stock transactions | 13,682 | | | 12,921 | | | 42,192 | |
| | | |
| Add: Restructuring and other related charges | 30,381 | | | 28,335 | | | — | |
| Add: Lease-related impairment and lease-related charges | 4,460 | | | 7,181 | | | 5,099 | |
| Add: Executive transition costs | — | | | 2,634 | | | — | |
| Add: Acquisition-related expenses | — | | | — | | | 387 | |
| Non-GAAP income from operations | $ | 711,367 | | | $ | 516,846 | | | $ | 419,106 | |
| GAAP operating margin | 1 | % | | (3) | % | | (3) | % |
| Non-GAAP adjustments | 25 | % | | 24 | % | | 23 | % |
| Non-GAAP operating margin | 26 | % | | 21 | % | | 20 | % |
DocuSign, Inc.| 2024 Form 10-K | 56
Reconciliation of net income (loss): | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands, except per share data) | 2024 | | 2023 | | 2022 |
| GAAP net income (loss) | $ | 73,980 | | | $ | (97,454) | | | $ | (69,976) | |
| Add: Stock-based compensation | 611,835 | | | 533,100 | | | 408,542 | |
| Add: Amortization of acquisition-related intangibles | 19,375 | | | 20,706 | | | 24,770 | |
| Add: Employer payroll tax on employee stock transactions | 13,682 | | | 12,921 | | | 42,192 | |
| | | |
| Add: Amortization of debt discount and issuance costs | 5,175 | | | 4,970 | | | 5,098 | |
| | | |
| | | |
| Add: Fair value adjustments to strategic investments | 22 | | | 3,689 | | | (5,270) | |
| Add: Restructuring and other related charges | 30,381 | | | 28,335 | | | — | |
| Add: Lease-related impairment and lease-related charges | 4,460 | | | 7,181 | | | 5,099 | |
| Add: Executive transition costs | — | | | 2,634 | | | — | |
| Add: Acquisition-related expenses | — | | | — | | | 387 | |
Add: Income Tax effect of non-GAAP adjustments(1) | (136,023) | | | (97,158) | | | — | |
| Non-GAAP net income | $ | 622,887 | | | $ | 418,924 | | | $ | 410,842 | |
(1)Represents the income tax adjustment using our estimated non-GAAP tax rate of 20%. Estimating a non-GAAP tax rate of 20%, the income tax effect of non-GAAP adjustments was $79.7 million for the year ended January 31, 2022.
Computation of free cash flow: | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands) | 2024 | | 2023 | | 2022 |
| Net cash provided by operating activities | $ | 979,526 | | | $ | 506,759 | | | $ | 506,467 | |
| Less: Purchases of property and equipment | (92,391) | | | (77,654) | | | (61,396) | |
| Non-GAAP free cash flow | $ | 887,135 | | | $ | 429,105 | | | $ | 445,071 | |
| Net cash provided by (used in) investing activities | $ | 44,612 | | | $ | (191,197) | | | $ | (162,909) | |
| Net cash used in financing activities | $ | (946,039) | | | $ | (98,256) | | | $ | (394,621) | |
Computation of billings: | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands) | 2024 | | 2023 | | 2022 |
| Revenue | $ | 2,761,882 | | | $ | 2,515,915 | | | $ | 2,107,213 | |
| Add: Contract liabilities and refund liability, end of period | 1,343,792 | | | 1,191,269 | | | 1,049,106 | |
| Less: Contract liabilities and refund liability, beginning of period | (1,191,269) | | | (1,049,106) | | | (800,940) | |
| Add: Contract assets and unbilled accounts receivable, beginning of period | 16,615 | | | 18,273 | | | 21,021 | |
| Less: Contract assets and unbilled accounts receivable, end of period | (20,189) | | | (16,615) | | | (18,273) | |
| | | |
| | | |
| Non-GAAP billings | $ | 2,910,831 | | | $ | 2,659,736 | | | $ | 2,358,127 | |
DocuSign, Inc.| 2024 Form 10-K | 57
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in foreign currency exchange and interest rates.
Interest Rate Risk
As of January 31, 2024, we had cash, cash equivalents and investments totaling $1.2 billion, which consisted primarily of bank deposits, money market funds, commercial paper, corporate notes and bonds and U.S. Treasury and government agency securities. Interest-earning instruments carry a degree of interest rate risk. Our investment portfolio is composed of highly rated securities and limits the amount of credit exposure to any one issuer. A hypothetical 100 basis point increase in interest rates would result in an approximate $2.6 million decrease of the fair value of our investment portfolio as of January 31, 2024. Such losses would only be realized if we sold the investments prior to maturity. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. We had no exposure to changes in interest rates from the Notes as of January 31, 2024 since the Notes were extinguished during fiscal 2024. Additionally, our revolving credit facility, which is undrawn as of January 31, 2024, can be borrowed based on floating interest rate indexes, thus exposing us to potential interest rate fluctuations should we decide to access the facility.
Foreign Currency Exchange Risk
Our reporting currency is the U.S. dollar, and the functional currency of each of our subsidiaries is either its local currency or the U.S. dollar, depending on the circumstances. The assets and liabilities of each of our subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Operations accounts are translated using the average exchange rate for the relevant period. A strengthening or weakening of the U.S. dollar against the other currencies may negatively or positively affect our operating results as expressed in U.S. dollars. Foreign currency translation adjustments are accounted for as a component of “Accumulated other comprehensive loss” within “Stockholders’ equity”. Gains or losses due to remeasurements of transactions denominated in foreign currencies are included in “Interest income and other income, net” in our consolidated statements of operations and comprehensive income (loss). We have not engaged in the hedging of foreign currency transactions to date, although we may choose to do so in the future. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to other currencies would have a material effect on our operating results.
DocuSign, Inc.| 2024 Form 10-K | 58
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of DocuSign, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of DocuSign, Inc. and its subsidiaries (the “Company”) as of January 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended January 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for convertible debt effective February 1, 2021.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
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detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition - Identifying and Evaluating Terms and Conditions in Contracts
As described in Note 1 to the consolidated financial statements, revenue recognition is determined by management through the following steps: (i) identification of the contract, or contracts, with the customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligation in the contract; and (v) recognition of the revenue when, or as, the Company satisfies a performance obligation. Management applies significant judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. For the year ended January 31, 2024, the Company’s revenue was $2.76 billion.
The principal considerations for our determination that performing procedures relating to revenue recognition, specifically identifying and evaluating terms and conditions in contracts, is a critical audit matter are the significant judgment by management in identifying and evaluating terms and conditions, especially non-standard terms, in contracts that impact revenue recognition. This in turn led to significant auditor judgment and effort in performing procedures and evaluating audit evidence to determine whether terms and conditions were appropriately identified and evaluated by management.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls related to the identification and evaluation of terms and conditions that impact the determination of revenue recognition. These procedures also included, among others, testing the completeness and accuracy of management’s identification and evaluation of the specific terms and conditions in contracts with customers by examining revenue contracts on a test basis and testing management’s process for identifying and evaluating the terms and conditions in contracts, including management’s determination of the impact of those terms and conditions on revenue recognition.
/s/
March 21, 2024
We have served as the Company’s auditor since 2009, which includes periods before the Company became subject to SEC reporting requirements.
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DOCUSIGN, INC.
CONSOLIDATED BALANCE SHEETS | | | | | | | | | | | |
| January 31, |
| (in thousands, except per share data) | 2024 | | 2023 |
| Assets | | | |
| Current assets | | | |
| Cash and cash equivalents | $ | | | | $ | | |
| Investments—current | | | | | |
| |
Accounts receivable, net of allowance for doubtful accounts of $ and $ as of January 31, 2024 and 2023 | | | | | |
| Contract assets—current | | | | | |
| Prepaid expenses and other current assets | | | | | |
| Total current assets | | | | | |
| Investments—noncurrent | | | | | |
| Property and equipment, net | | | | | |
| Operating lease right-of-use assets | | | | | |
| Goodwill | | | | | |
| Intangible assets, net | | | | | |
| Deferred contract acquisition costs—noncurrent | | | | | |
| Other assets—noncurrent | | | | | |
| Total assets | $ | | | | $ | | |
| Liabilities and Equity | | | |
| Current liabilities | | | |
| Accounts payable | $ | | | | $ | | |
| Accrued expenses and other current liabilities | | | | | |
| Accrued compensation | | | | | |
| Convertible senior notes—current | | | | | |
| Contract liabilities—current | | | | | |
| Operating lease liabilities—current | | | | | |
| Total current liabilities | | | | | |
| |
| Contract liabilities—noncurrent | | | | | |
| Operating lease liabilities—noncurrent | | | | | |
| |
| Deferred tax liability—noncurrent | | | | | |
| Other liabilities—noncurrent | | | | | |
| Total liabilities | | | | | |
Commitments and contingencies (Note 9) | par value; shares authorized, shares issued and outstanding as of January 31, 2024 and 2023 | | | | | |
Common stock, $ par value; shares authorized, shares outstanding as of January 31, 2024; shares authorized, shares outstanding as of January 31, 2023 | | | | | |
Treasury stock, at cost: shares as of January 31, 2024; shares as of January 31, 2023 | () | | | () | |
| Additional paid-in capital | | | | | |
| Accumulated other comprehensive loss | () | | | () | |
| Accumulated deficit | () | | | () | |
| Total stockholders’ equity | | | | | |
| Total liabilities and equity | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
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DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands, except per share data) | 2024 | | 2023 | | 2022 |
| Revenue: | | | | | |
| Subscription | $ | | | | $ | | | | $ | | |
| Professional services and other | | | | | | | | |
| Total revenue | | | | | | | | |
| Cost of revenue: | | | | | |
| Subscription | | | | | | | | |
| Professional services and other | | | | | | | | |
| Total cost of revenue | | | | | | | | |
| Gross profit | | | | | | | | |
| Operating expenses: | | | | | |
| Sales and marketing | | | | | | | | |
| Research and development | | | | | | | | |
| General and administrative | | | | | | | | |
| Restructuring and other related charges | | | | | | | | |
| Total operating expenses | | | | | | | | |
| Income (loss) from operations | | | | () | | | () | |
| Interest expense | () | | | () | | | () | |
| | | |
| Interest income and other income, net | | | | | | | | |
| Income (loss) before provision for income taxes | | | | () | | | () | |
| Provision for income taxes | | | | | | | | |
| Net income (loss) | $ | | | | $ | () | | | $ | () | |
| Net income (loss) per share attributable to common stockholders: | | | | |
| Basic | $ | | | | $ | () | | | $ | () | |
| Diluted | $ | | | | $ | () | | | $ | () | |
| Weighted-average shares used in computing net income (loss) per share: | | | | |
| Basic | | | | | | | | |
| Diluted | | | | | | | | |
| | | | | |
| Other comprehensive income (loss): | | | | | |
| Foreign currency translation losses, net of tax | $ | () | | | $ | () | | | $ | () | |
| Unrealized gains (losses) on investments, net of tax | | | | () | | | () | |
| Other comprehensive income (loss) | | | | () | | | () | |
| Comprehensive income (loss) | $ | | | | $ | () | | | $ | () | |
| | | | | |
| Stock-based compensation expense included in costs and expenses: | | |
| Cost of revenue—subscription | $ | | | | $ | | | | $ | | |
| Cost of revenue—professional services and other | | | | | | | | |
| Sales and marketing | | | | | | | | |
| Research and development | | | | | | | | |
| General and administrative | | | | | | | | |
| Restructuring and other related charges | | | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements.
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DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
| (in thousands) | | Shares | | Amount | | | | |
| Balances at January 31, 2021 | | | | | $ | | | | $ | | | | $ | () | | | $ | | | | $ | () | | | $ | | |
| Cumulative impact of Accounting Standards Update 2020-06 adoption | | — | | | — | | | () | | | — | | | — | | | | | | () | |
| Settlement of convertible senior notes due in 2023 | | | | | — | | | () | | | — | | | — | | | — | | | () | |
| | |
| | |
| | |
| | |
| Exercise of stock options | | | | | — | | | | | | — | | | — | | | — | | | | |
| Settlement of restricted stock units | | | | | | | | () | | | — | | | — | | | — | | | | |
| Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | | () | | | — | | | () | | | () | | | — | | | — | | | () | |
| Employee stock purchase plan | | | | | — | | | | | | — | | | — | | | — | | | | |
| Charitable donation of common stock | | | | | — | | | | | | — | | | — | | | — | | | | |
| Employee stock-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | | |
| Net loss | | — | | | — | | | — | | | — | | | — | | | () | | | () | |
| Other comprehensive loss, net | | — | | | — | | | — | | | — | | | () | | | — | | | () | |
| Balances at January 31, 2022 | | | | | | | | | | | () | | | () | | | () | | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| Exercise of stock options | | | | | — | | | | | | — | | | — | | | — | | | | |
| Settlement of restricted stock units | | | | | — | | | — | | | — | | | — | | | — | | | — | |
| Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | | () | | | — | | | () | | | () | | | — | | | — | | | () | |
| Employee stock purchase plan | | | | | — | | | | | | — | | | — | | | — | | | | |
| Repurchases of common stock | | () | | | — | | | — | | | — | | | — | | | () | | | () | |
| | |
| Employee stock-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | | |
| Net loss | | — | | | — | | | — | | | — | | | — | | | () | | | () | |
| Other comprehensive loss, net | | — | | | — | | | — | | | — | | | () | | | — | | | () | |
| Balances at January 31, 2023 | | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
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DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Other Comprehensive Income (Loss) | | Accumulated Deficit | | Total Stockholders’ Equity |
| (in thousands) | | Shares | | Amount | | | | | |
| Balances at January 31, 2023 | | | | | | | | | | | () | | | () | | | () | | | | |
| | |
| Settlement of convertible senior notes due in 2024 | | — | | | — | | | | | | — | | | — | | | — | | | | |
| Exercise of stock options | | | | | — | | | | | | — | | | — | | | — | | | | |
| Settlement of restricted stock units | | | | | | | | — | | | — | | | — | | | — | | | | |
| Tax withholding on net share settlement of restricted stock units and employee stock purchase plan | | () | | | — | | | () | | | () | | | — | | | — | | | () | |
| Employee stock purchase plan | | | | | — | | | | | | — | | | — | | | — | | | | |
| Repurchases of common stock | | () | | | — | | | — | | | — | | | — | | | () | | | () | |
| Settlement of capped calls, net of related costs | | — | | | — | | | | | | — | | | — | | | — | | | | |
| Employee stock-based compensation | | — | | | — | | | | | | — | | | — | | | — | | | | |
| Net income | | — | | | — | | | — | | | — | | | — | | | | | | | |
| Other comprehensive income, net | | — | | | — | | | — | | | — | | | | | | — | | | | |
| Balances at January 31, 2024 | | | | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
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DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands) | 2024 | | 2023 | | 2022 |
| Cash flows from operating activities: | | | | | |
| Net income (loss) | $ | | | | $ | () | | | $ | () | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities | | | | | |
| Depreciation and amortization | | | | | | | | |
| Amortization of deferred contract acquisition and fulfillment costs | | | | | | | | |
| Amortization of debt discount and transaction costs | | | | | | | | |
| | | | | |
| | | | | |
| Non-cash operating lease costs | | | | | | | | |
| Stock-based compensation expense | | | | | | | | |
| Deferred income taxes | | | | | | | | |
| Other | () | | | | | | | |
| Changes in operating assets and liabilities | | | | | |
| Accounts receivable | | | | () | | | () | |
| | | | | |
| Prepaid expenses and other current assets | () | | | () | | | () | |
| Deferred contract acquisition and fulfillment costs | () | | | () | | | () | |
| Other assets | () | | | () | | | () | |
| Accounts payable | () | | | () | | | | |
| Accrued expenses and other liabilities | | | | | | | | |
| Accrued compensation | | | | () | | | | |
| Contract liabilities | | | | | | | | |
| Operating lease liabilities | () | | | () | | | () | |
| Net cash provided by operating activities | | | | | | | | |
| Cash flows from investing activities: | | | | | |
| Cash paid for acquisition, net of acquired cash | | | | | | | () | |
| Purchases of marketable securities | () | | | () | | | () | |
| Sales of marketable securities | | | | | | | | |
| Maturities of marketable securities | | | | | | | | |
| Purchases of strategic and other investments | () | | | () | | | () | |
| Purchases of property and equipment | () | | | () | | | () | |
| Net cash provided by (used in) investing activities | | | | () | | | () | |
| Cash flows from financing activities: | | | | | |
| | | | | |
| | | | | |
| Repayments of convertible senior notes | () | | | () | | | () | |
| Repurchases of common stock | () | | | () | | | | |
| Settlement of capped calls, net of related costs | | | | | | | | |
| | | | | |
| Payment of tax withholding obligation on net RSU settlement and ESPP purchase | () | | | () | | | () | |
| Proceeds from exercise of stock options | | | | | | | | |
| Proceeds from employee stock purchase plan | | | | | | | | |
| | | | | |
| | | | | |
| | | | | |
| Net cash used in financing activities | () | | | () | | | () | |
| Effect of foreign exchange on cash, cash equivalents and restricted cash | | | | () | | | () | |
| Net increase (decrease) in cash, cash equivalents and restricted cash | | | | | | | () | |
| Cash, cash equivalents and restricted cash at beginning of period | | | | | | | | |
| Cash, cash equivalents and restricted cash at end of period | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
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DOCUSIGN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands) | 2024 | | 2023 | | 2022 |
| Supplemental disclosure: | | | | | |
| Cash paid for interest | $ | | | | $ | | | | $ | | |
| Cash paid for operating lease liabilities | | | | | | | | |
| Cash paid for income taxes | | | | | | | | |
| Non-cash investing and financing activities: | | | | | |
| Property and equipment in accounts payable and accrued expenses and other current liabilities | $ | | | | $ | | | | $ | | |
| Operating lease right-of-use assets exchanged for lease obligations | | | | | | | | |
| | | |
| Fair value of shares issued as part of the repayments of convertible senior notes | | | | | | | | |
| | | |
The accompanying notes are an integral part of these consolidated financial statements.
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DOCUSIGN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1.
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Accordingly, the amount of any estimated refunds related to these agreements in the consolidated financial statements is not material during the periods presented.
, is determined by taking into consideration our initial estimated customer life and the technological life of our software platform and related significant features. The period of benefit for renewal subscription contracts, of , is determined by the weighted average contractual term for renewal contracts.
Commissions paid on professional services contracts are amortized over the period of benefit, being the period the associated revenue is earned as the commissions paid on new and renewal professional services contracts are commensurate with each other.
Amortization of deferred contract acquisition costs is primarily included in the “Sales and marketing” expense in the consolidated statements of operations and comprehensive income (loss).
There were no material impairment losses recorded during the periods presented.
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Advertising expense was $ million, $ million and $ million in the years ended January 31, 2024, 2023 and 2022.
.
Compensation expense is recognized net of forfeitures that are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates.
We capitalize stock-based compensation costs incurred as a result of qualifying internally-developed software development activities.
We may elect to issue shares on the settlement dates net of the statutory tax withholding requirements to be paid by us on behalf of our employees. In these instances, we record the liability for withholding amounts to be paid by us as treasury stock or as a reduction to additional paid-in capital, and include these payments as a reduction of cash flows from financing activities.
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As of January 31, 2024 and 2023, we held equity investments in privately-held companies totaling $ million and $ million that were classified in “Other assets—noncurrent” on our consolidated balance sheets.
| | $ | | | | $ | | |
| Restricted cash included in prepaid expense and other current assets | | | | | | | | |
| Restricted cash included in other assets - noncurrent | | | | | | | | |
| Total cash, cash equivalents, and restricted cash | $ | | | | $ | | | | $ | | |
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Changes in the allowance for doubtful accounts were not material in all periods presented.
years
| Software, including capitalized software development costs | - years |
| Furniture and office equipment | - years |
| Leasehold improvements | Lesser of lease term and years |
Disposals are removed at cost less accumulated depreciation, and any gain or loss from disposition is reflected in the statement of operations and comprehensive income (loss) in the year of disposition. Additions and improvements that increase the value or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred.
DocuSign, Inc.| 2024 Form 10-K | 74
operating segment and reporting unit. We performed a qualitative assessment for the fiscal year ended January 31, 2024, and concluded that it is more likely than not that the fair value of the reporting unit significantly exceeds its carrying value. There was impairment of goodwill recorded in the years ended January 31, 2023 and 2022.
- years| Customer contracts & related relationships | - years |
Other(1) | - years |
We recognized an impairment of $ million on operating lease right-of-use assets as part of General and administrative expense during the year ended January 31, 2022. There was impairment recognized in the other periods presented.
.
We also capitalize qualifying implementation costs under cloud computing arrangements (“CCA”). Capitalization of such costs ceases once the software of the hosting arrangement is ready for its intended use. The CCA implementation costs balance was $ million and $ million as of January 31, 2024 and 2023, and is included in “Other assets—noncurrent” on our consolidated balance sheets and amortized on a straight-line basis over the term of the associated hosting arrangement.
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operating and reportable segment.
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Note 2.
% of our revenue in each of the years ended January 31, 2024, 2023 and 2022.
Performance Obligations
As of January 31, 2024, the amount of the transaction price allocated to remaining performance obligations for contracts greater than one year was $ billion. We expect to recognize % of the transaction price allocated to remaining performance obligations within the months following January 31, 2024 in our consolidated statement of operations and comprehensive income (loss).
Contract Balances
Contract assets represent amounts for which we have recognized revenue, pursuant to our revenue recognition policy, for contracts that have not yet been invoiced to our customers where there is a remaining performance obligation, typically for multi-year arrangements. Total contract assets were $ million and $ million as of January 31, 2024 and 2023. The change in contract assets reflects the difference in timing between our satisfaction of remaining performance obligations and our contractual right to bill our customers.
Contract liabilities consist of deferred revenue and payments received in advance of performance under the contract. Such amounts are generally recognized as revenue over the contractual period. For the years ended January 31, 2024, 2023 and 2022, we recognized revenue of $ billion, $ billion and $ million that was included in the corresponding contract liability balance at the beginning of the periods presented.
We receive payments from customers based upon contractual billing schedules. We record accounts receivable when the right to consideration becomes unconditional. Payment terms on invoiced amounts are typically 30 days.
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Note 3.
| | $ | | | | $ | | | | $ | | | | Level 2: | | | | | | | |
Cash equivalents(1) | | | | | | | |
| Commercial paper | | | | | | | () | | | | |
| U.S. government agency securities | | | | | | | () | | | | |
| Available-for-sale securities | | | | | | | |
| Commercial paper | | | | | | | () | | | | |
| Corporate notes and bonds | | | | | | | () | | | | |
| | | | | |
| U.S. governmental securities | | | | | | | () | | | | |
| Level 2 total | | | | | | | () | | | | |
| | | | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| January 31, 2023 |
| (in thousands) | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Fair Value |
| Level 1: | | | | | | | |
Cash equivalents(1) | | | | | | | |
| Money market funds | $ | | | | $ | | | | $ | | | | $ | | |
| Level 2: | | | | | | | |
Cash equivalents(1) | | | | | | | |
| Commercial paper | | | | | | | () | | | | |
| | | | | |
| | | | | |
| Available-for-sale securities | | | | | | | |
| Commercial paper | | | | | | | () | | | | |
| Corporate notes and bonds | | | | | | | () | | | | |
| Municipal notes and bonds | | | | | | | () | | | | |
| U.S. governmental securities | | | | | | | () | | | | |
| Level 2 total | | | | | | | () | | | | |
| | | | | | | |
| | | | | |
| | | | | |
| | | | | |
|
| |
|
|
|
|
Note 4.
| | $ | | | | Software, including capitalized software development costs | | | | | |
| Furniture and office equipment | | | | | |
| Leasehold improvements | | | | | |
| | | | | |
| Less: Accumulated depreciation | () | | | () | |
| | | | | |
| Work in progress | | | | | |
| $ | | | | $ | | |
DocuSign, Inc.| 2024 Form 10-K | 79
million, $ million and $ million in the years ended January 31, 2024, 2023 and 2022. This included amortization expense related to capitalized internally-developed software costs of $ million, $ million and $ million in the respective years.
million, $ million and $ million of internally developed software costs, including $ million, $ million and $ million of capitalized stock-based compensation in the years ended January 31, 2024, 2023 and 2022, respectively.
Note 5.
| |
|
| Foreign currency translation | () | |
| Balance at January 31, 2023 | | |
|
|
| Foreign currency translation | () | |
| Balance at January 31, 2024 | $ | | |
| $ | | | | $ | () | | | $ | | | | $ | | | | $ | () | | | $ | | | | Customer contracts & related relationships | | | | | | () | | | | | | | | | () | | | | |
| Other | | | | | | () | | | | | | | | | () | | | | |
| | | $ | | | | $ | () | | | | | | $ | | | | $ | () | | | | |
| Cumulative translation adjustment | | | | | | | () | | | | | | | () | |
| Total | | | | | | | $ | | | | | | | | $ | | |
| | $ | | | | $ | | | | Sales and marketing | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
| | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | | |
| Total | $ | | |
DocuSign, Inc.| 2024 Form 10-K | 80
Note 6.
| | $ | | | | Additions to deferred contract acquisition costs | | | | | |
| Amortization of deferred contract acquisition costs | () | | | () | |
| Cumulative translation adjustment | | | | () | |
| Ending balance | $ | | | | $ | | |
| | | |
| Deferred Contract Fulfillment Costs | | | |
| Beginning balance | $ | | | | $ | | |
| Additions to deferred contract fulfillment costs | | | | | |
| Amortization of deferred contract fulfillment costs | () | | | () | |
| Cumulative translation adjustment | () | | | () | |
| Ending balance | $ | | | | $ | | |
Note 7.
million in aggregate principal amount of the % Convertible Senior Notes due in 2023, which included the initial purchasers’ exercise in full of their option to purchase an additional $ million aggregate principal amount of the 2023 Notes. The net proceeds from the issuance of the 2023 Notes were $ million after deducting the initial purchasers’ discounts and transaction costs.
In January 2021, we issued $ million in aggregate principal amount of the % Convertible Senior Notes due in 2024, which included the initial purchasers’ exercise in full of their option to purchase an additional $ million aggregate principal amount of the 2024 Notes. The net proceeds from the issuance of the 2024 Notes were $ million after deducting the initial purchasers’ discounts and transaction costs.
When outstanding, the Notes were senior unsecured obligations and ranked senior in right of payment to any of our indebtedness that was expressly subordinated in right of payment to the Notes; equal in right of payment to any of our unsecured indebtedness then existing and future liabilities that are not so subordinated; effectively junior in right of payment to any of our secured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
The 2023 Notes were governed by an indenture dated September 18, 2018 (the “2018 Indenture”). The 2024 Notes were governed by an indenture dated January 15, 2021 (the “2021 Indenture,” and together with the 2018 Indenture, the “Indentures”). The Indentures were between us, as the issuer, and U.S. Bank National Association, as trustee. The Indentures did not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. The 2023 Notes matured on September 15, 2023. Interest on the 2023 Notes was payable semi-annually in arrears on March 15 and September 15 of each year. The Notes were subject to additional interest in certain events of default. The 2024 Notes matured on January 15, 2024.
Conversions of the 2023 Notes
During the year ended January 31, 2022, we settled $ million aggregate amount of the principal of 2023 Notes, for aggregate consideration of $ million, consisting of $ million in cash and million shares of our common stock with a value of $ million. The $ million excess of the cash consideration over the corresponding carrying value was recorded as a reduction to additional paid-in capital.
DocuSign, Inc.| 2024 10-K | 81
million and $ million in aggregate principal amount of the 2023 Notes and 2024 Notes respectively during the year ended January 31, 2024.
Net Carrying Amounts of the Liability Components
As of January 31, 2024, the 2023 Notes and 2024 Notes had been extinguished, and all outstanding amounts were repaid in full. As of January 31, 2023, the 2023 Notes and 2024 Notes were within one year of maturity and were therefore classified as current liabilities in our consolidated balance sheets.
%): | | | | Principal | $ | | | | $ | | |
| Less: extinguishment or conversion | () | | | () | |
| Unpaid principal | | | | | |
| |
| Less: unamortized transaction costs | | | | () | |
| Net carrying value of liability component | $ | | | | $ | | |
| |
| |
| |
| |
| |
| |
| |
| Excess of if-converted value over principal | $ | | | | $ | | |
| | | |
2024 Notes (effective interest rate of %): | | | |
| Principal | $ | | | | $ | | |
| Less: extinguishment or conversion | () | | | | |
| Unpaid principal | | | | | |
| |
| Less: unamortized transaction costs | | | | () | |
| Net carrying value of liability component | $ | | | | $ | | |
| |
| |
| |
| |
| Excess of if-converted value over principal | $ | | | | $ | | |
Interest expense recognized related to the Notes was as follows: | | | | | | | | | | | | | | | | | |
| Year Ended January 31, |
| (in thousands) | 2024 | | 2023 | | 2022 |
| Contractual interest expense | $ | | | | $ | | | | $ | | |
| | | |
| Amortization of transaction costs | | | | | | | | |
| Total | $ | | | | $ | | | | $ | | |
Capped Calls
To minimize the potential economic dilution to our common stock upon conversion of the Notes, we entered into privately-negotiated capped call transactions ("Capped Calls") with certain counterparties.
In the first quarter of fiscal 2024, we unwound $ million of the Capped Calls in relation to our 2023 Notes and received cash from the counterparties. All remaining Capped Calls associated with the 2023 Notes and 2024 Notes expired during the year ended January 31, 2024.
DocuSign, Inc.| 2024 10-K | 82
per share cap price associated with the 2023 Notes and $ per share cap price associated with the 2024 Notes, as exercise of the Capped Calls offsets any dilution from the Notes from the conversion price up to the cap price.
As of January 31, 2024 and 2023, the market price of our common stock did not exceed the $ per share cap price associated with the 2023 Notes or the $ cap price associated with the 2024 notes. Therefore, the Notes would not have caused economic dilution if converted as of January 31, 2024 and 2023. As of January 31, 2022, the market price of our common stock exceeded the $ per share cap price associated with the 2023 Notes but not the $ cap price associated with the 2024 notes. Therefore, the 2023 Notes would have caused economic dilution if converted as of January 31, 2022.
Revolving Credit Facility
In January 2021, we entered into a credit agreement, as subsequently amended in May 2023, with a syndicate of banks. The credit agreement extended a senior secured revolving credit facility to us in an aggregate principal amount of $ million, which amount may be increased by an additional $ million subject to the terms of the credit agreement. We may use the proceeds of future borrowings under the credit facility to finance working capital, capital expenditures and for other general corporate purposes, including permitted acquisitions.
The facility matures in January 2026 and requires us to comply with customary affirmative and negative covenants. We were in compliance with all covenants as of January 31, 2024. As of January 31, 2024, there were outstanding borrowings under the revolving credit facility. The facility is subject to customary fees for loan facilities of this type, including ongoing commitment fees at a rate between % and % per annum on the daily undrawn balance.
Note 8.
million, $ million and $ million.
| | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | |
| Thereafter | | |
| Total undiscounted cash flows | $ | | |
| Less: imputed interest | () | |
| Present value of lease liabilities | $ | | |
years and years. The discount rates for operating leases as of January 31, 2024% and %.
DocuSign, Inc.| 2024 10-K | 83
Note 9.
million, the majority of which are associated with our various operating leases.
We have entered into certain noncancelable contractual arrangements that require future purchases of goods and services. These arrangements primarily relate to cloud infrastructure support and sales and marketing activities.
| | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | | |
| Total | $ | | |
In May 2022, we entered into an agreement with a public cloud computing service provider. Under the agreement, the minimum commitment is $ million through fiscal 2028. As of January 31, 2024, the remaining commitment, which is excluded from the table above, was $ million.
Indemnification
We enter into indemnification provisions under our agreements with customers and other companies in the ordinary course of business, including business partners, contractors and parties performing our research and development. Pursuant to these arrangements, we agree to indemnify and defend the indemnified party for certain claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of our activities. The duration of these indemnification agreements is generally perpetual. The maximum potential amount of future payments we could be required to make under these indemnification clauses or agreements is not determinable. Historically, we have not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these indemnification agreements is not material as of January 31, 2024 and 2023. We maintain commercial general liability insurance and product liability insurance to offset certain of our potential liabilities under these indemnification agreements.
We have entered into indemnification agreements with each of our directors, executive officers and certain other officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us.
Claims and Litigation
From time to time, we may be subject to legal proceedings, claims and litigation made against us in the ordinary course of business. Legal costs associated with litigation are expensed as incurred. We believe the final outcome of these matters, including the case described below, will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.
DocuSign, Inc. Securities Litigation and Related Derivative Litigation
On February 8, 2022, a putative securities class action was filed in the U.S. District Court for the Northern District of California, captioned Weston v. DocuSign, Inc., et al., Case No. 3:22-cv-00824, naming DocuSign and certain of our then-current and former officers as defendants. An amended complaint was filed on July 8, 2022. As amended, the suit purports to allege claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, based on allegedly false and misleading statements about our business and prospects during the course of the COVID-19 pandemic. As amended, the suit is purportedly brought on behalf of purchasers of our securities between June 4, 2020 and June 9, 2022. Our motion to dismiss the case at the pleading stage was denied by the U.S. District Court on April 18, 2023 and the suit is now proceeding.
DocuSign, Inc.| 2024 10-K | 84
putative shareholder derivative cases have been filed containing allegations based on or similar to those in the securities class action (Weston). The cases were filed on May 17, 2022, in the U.S. District Court for the District of Delaware, captioned Pottetti v. Springer, et al., Case No. 1:22-cv-00652; on May 19, 2022 in the U.S. District Court for the Northern District of California, captioned Lapin v. Springer, et al., Case No. 3:22-cv-02980; on May 20, 2022, in the U.S. District Court for the Northern District of California, captioned Votto v. Springer, et al., Case No. 3:22-cv-02987; on September 20, 2022 in the U.S. District Court for the Northern District of California, captioned Fox v. Springer, et al., Case No. 3:22-cv-05343; and on March 7, 2024 in the Delaware Court of Chancery, captioned Roy v. Alhadeff, et al., Case No. C.A. 2024-0223-JTL. Each case is allegedly brought on the Company’s behalf. The suits name the Company as a nominal defendant and, depending on the particular case, the members of our board of directors or, in certain instances, then-current or former officers, as defendants. While the complaints vary, they are based largely on the same underlying allegations as the securities class action suit described above (Weston), as well as, in certain instances, alleged insider trading. Collectively, these lawsuits purport to assert claims for, among other things, breach of fiduciary duty, aiding and abetting such breach, corporate waste, gross mismanagement, unjust enrichment, and under Sections 10(b) and 21D of the Securities Exchange Act of 1934. The complaints seek to recover unspecified damages and other relief on the Company’s behalf. By court order dated July 19, 2022, the cases in the Northern District of California (Lapin and Votto) have been consolidated and stayed in light of the securities class action and no response to the complaints in the action will be due unless and until the stay is lifted. The third case in the Northern District of California (Fox) was related to the other derivative suits and assigned to the same judge, and was similarly stayed by order of the court on December 2, 2022. The Delaware suit (Pottetti) was voluntarily dismissed on September 1, 2022, and then re-filed in the Delaware Court of Chancery on September 22, 2022, under the caption Pottetti v. Springer, et al., Case No. C.A. 2022-0852-PAF. The Delaware Court of Chancery issued an order on September 30, 2022 staying the action in light of the securities class action and no response to the complaint will be due unless and until the stay is lifted. We anticipate seeking a stay of the newly filed Delaware suit (Roy) on similar terms.
DocuSign Civil Litigation
On October 25, 2022, an action was filed in the Delaware Court of Chancery, captioned Daniel D. Springer v. Mary Agnes Wilderotter and DocuSign, Inc., Civil Action No. 2022-0963-LWW, concerning Mr. Springer’s resignation from our board of directors. Mr. Springer’s complaint sought relief determining that he did not resign from his position on our board of directors and remains a director, and for an award of attorneys’ fees and costs associated with the civil action. To avoid the cost and distraction of further litigation with Mr. Springer, the Company offered to stipulate to entry of judgment in favor of Mr. Springer as to his disputed resignation and his status as a member of our board of directors. Following our offer, on January 11, 2023, the Chancery Court issued an order declaring and confirming that (i) Mr. Springer has not resigned from the board of directors and (ii) Mr. Springer is currently a member of the board of directors. Mr. Springer subsequently filed a motion seeking payment of his attorneys’ fees. DocuSign has opposed this motion, which remains pending before the Delaware Court of Chancery.
In addition, on January 26, 2023, Mr. Springer delivered a demand for arbitration before JAMS, a private alternative dispute resolution firm, captioned Daniel D. Springer v. DocuSign, Inc. and Mary Agnes Wilderotter. In the demand, Mr. Springer alleges that he was wrongfully terminated as Chief Executive Officer; asserts related claims against DocuSign and Ms. Wilderotter, including defamation, withholding promised compensation and breach of contract; and seeks unspecified damages and other relief. The arbitration hearing for this case took place from March 11-15, 2024, and a final order from the arbitrator is expected on or before June 30, 2024.
DocuSign, Inc.| 2024 10-K | 85
Note 10.
| | | | | Options issued and outstanding | | | | | |
| Remaining shares available for future issuance under the Equity Incentive Plans | | | | | |
| Remaining shares available for future issuance under the ESPP | | | | | |
| Total shares of common stock reserved | | | | | |
Equity Incentive Plans
We maintain stock-based compensation plans: the 2018 Equity Incentive Plan (the “2018 Plan”), the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”) and the Amended and Restated 2003 Stock Plan (the “2003 Plan”).
Our board of directors adopted, and our stockholders approved, the 2018 Plan during the year ended January 31, 2019. The 2018 Plan went into effect in April 2018, upon the effectiveness of our IPO Registration Statement. The 2018 Plan serves as a successor to the 2011 Plan and 2003 Plan and provides for the grant of stock-based awards to our employees, directors and consultants. Shares available for grant under the 2011 Plan that were reserved but not issued as of the effective date of the 2018 Plan were added to the reserves of the 2018 Plan. No additional awards under the 2011 Plan or 2003 Plan have been made since the effective date of the 2018 Plan. Outstanding awards under these two plans continue to be subject to the terms and conditions of the respective plans.
Additionally, any shares subject to outstanding awards originally granted under the 2011 Plan that: (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise returned to DocuSign, Inc.; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award are added to the reserves of the 2018 Plan.
The 2018 Plan permits the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards. RSUs granted under the 2018 Plan generally vest over a period, either quarterly or with % vesting at the end of and the remainder quarterly thereafter. Additionally, we grant performance stock awards to our executives on an annual basis.
| | Awards authorized | | |
| Shares granted | () | |
| Shares canceled/expired | | |
| Shares withheld for taxes | | |
| Available at end of fiscal year | | |
The 2018 Plan provides that the number of shares reserved will automatically increase on the first day of each fiscal year, beginning on February 1, 2019, and ending on February 1, 2028, by % of the total number of shares of our capital stock outstanding on the immediately preceding January 31st (or such lesser number of shares as our board of directors or a committee of our board of directors may approve). The most recent automatic increase of million shares occurred on February 1, 2024.
DocuSign, Inc.| 2024 10-K | 86
, $ and $ per share. The total grant date fair value of RSUs vested during the years ended January 31, 2024, 2023 and 2022 was $ million, $ million and $ million.
| | $ | | | | Granted | | | | | |
| Vested | () | | | | |
| Canceled | () | | | | |
| Unvested at January 31, 2024 | | | | $ | | |
As of January 31, 2024, our total unrecognized compensation cost related to RSUs was $ billion. We expect to recognize this expense over the remaining weighted-average period of approximately years.
As of January 31, 2024, the grant date fair value of unvested RSUs subject to market-based and performance-based vesting conditions was $ million.
% | | % - % | | | % | | Expected dividend yield | | % | | | % | | | % |
| Expected life (in years) | | | - | | |
| Expected volatility | | % | | % - % | | | % |
Stock Options
There were options granted during the years ended January 31, 2024, 2023 and 2022.
| | $ | | | | | | $ | | | | | | | | |
| Exercised | () | | | | | | | | |
| Canceled/expired | () | | | | | | | | |
| Outstanding at January 31, 2024, all vested and exercisable | | | | $ | | | | | | $ | | |
DocuSign, Inc.| 2024 10-K | 87
remaining unrecognized compensation cost related to stock option grants. The aggregate intrinsic value of options exercised during the years ended January 31, 2024, 2023 and 2022 was $ million, $ million and $ million.
2018 Employee Stock Purchase Plan
During the year ended January 31, 2019, our board of directors adopted, and our stockholders approved the ESPP. In April 2018, the ESPP went into effect upon the effectiveness of our IPO Registration Statement. The ESPP allows eligible employees to purchase shares of our common stock at a discounted price by accumulating funds, normally through payroll deductions, of up to % of their earnings. The purchase price for common stock under the ESPP is equal to % of the fair market value of our common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate offering periods that begin in the first and third quarter of each year.
% - % | % - % | | %-% | | Expected dividend yield | | % | | | % | | | % |
| Expected life of purchase right (in years) | | | | | |
| Expected volatility | % - % | | % - % | | % - % |
The expected term for the ESPP purchase rights is based on the duration of the offering period. Estimated volatility for ESPP purchase rights is based on the historical volatility of our common stock price. The interest rate is derived from government bonds with a similar term to the ESPP purchase right granted. We have not declared, nor do we expect to declare dividends. Compensation expense related to the ESPP was $ million, $ million and $ million for the years ended January 31, 2024, 2023 and 2022.
The number of shares reserved under the ESPP will automatically increase on the first day of each fiscal year, starting on February 1, 2019 and continuing through February 1, 2028, in an amount equal to the lesser of (i) % of the total number of shares of our common stock outstanding on January 31 of the preceding fiscal year, (ii) million shares, or (iii) a lesser number of shares determined by our board of directors. As of January 31, 2024, million shares of common stock were reserved for issuance under the ESPP.
Stock Repurchase Program
In March 2022, our board of directors authorized a stock repurchase program of up to $ million of our outstanding common stock. Subsequently, in September 2023, our board of directors authorized an increase to its existing stock repurchase program for an additional amount of up to $ million of our outstanding common stock.
During the year ended January 31, 2024, we repurchased and canceled million shares of common stock at an average price of $ per share, for an aggregate amount of $ million. During the year ended January 31, 2023, we repurchased and canceled million shares of common stock at an average price of $ per share, for an aggregate amount of $ million.
DocuSign, Inc.| 2024 10-K | 88
Note 11.
million, and primarily composed of $ million for employee termination benefits, which included stock-based compensation expense of $ million. For the year ended January 31, 2023, restructuring and other related charges were $ million, and primarily composed of $ million for employee termination benefits, which included stock-based compensation expense of $ million.
| | $ | | | | $ | () | | | $ | | | | | | | | |
| Other | | | | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | | | |
2024 Restructuring Plan | | | | | | | |
| Employee termination benefits | $ | | | | $ | | | | $ | () | | | $ | | |
| | | | | |
| Other | | | | | | | () | | | | |
| Total | $ | | | | $ | | | | $ | () | | | $ | | |
DocuSign, Inc.| 2024 10-K | 89
Note 12.
| | $ | () | | | $ | () | | | Add: Interest expense on convertible senior notes | | | | | | | | |
| Net income (loss) attributable to common stockholders, diluted | $ | | | | $ | () | | | $ | () | |
| Denominator: | | | | | |
| Weighted-average common shares outstanding, basic | | | | | | | | |
| Effect of dilutive securities | | | | | | | | |
| Weighted-average common shares outstanding, diluted | | | | | | | | |
| Net income (loss) per share attributable to common stockholders: | | | | |
| Basic | $ | | | | $ | () | | | $ | () | |
| Diluted | $ | | | | $ | () | | | $ | () | |
| | | | | | | | Stock options | | | | | | | | |
| ESPP | | | | | | | | |
| Convertible senior notes | | | | | | | | |
| Total antidilutive securities | | | | | | | | |
Note 13.
% of each participant’s contribution up to a maximum of % of the participant’s base salary and commissions paid during the period. During the year ended January 31, 2024, 2023 and 2022, we recognized expenses of $ million, $ million and $ million related to matching contributions.
Note 14.
| | $ | | | | $ | () | | | International | | | | () | | | | |
| Income (loss) before income taxes | $ | | | | $ | () | | | $ | () | |
DocuSign, Inc.| 2024 10-K | 90
| | $ | () | | | $ | () | | | State | | | | | | | () | |
| Foreign | | | | | | | | |
| Total current | | | | | | | | |
| | | | | |
| Deferred | | | | | |
| Federal | | | | | | | | |
| State | | | | () | | | | |
| Foreign | | | | | | | | |
| Total deferred | | | | | | | | |
| Provision for income taxes | $ | | | | $ | | | | $ | | |
% | | | % | | | % | | State taxes | | | | () | | | | |
| Foreign tax rate differential | | | | | | | () | |
| Foreign-derived intangible income deduction | () | | | | | | | |
| Stock-based compensation | | | | () | | | | |
| Change in valuation allowance | () | | | () | | | () | |
| Dual Jurisdiction Deferred Taxes | | | | | | | | |
| Research and development credits | () | | | | | | | |
| Lapse of Statute of Limitations | () | | | | | | | |
| Other deferred adjustment | () | | | () | | | () | |
| Other | | | | () | | | | |
| Effective tax rate | | % | | () | % | | () | % |
DocuSign, Inc.| 2024 10-K | 91
| | $ | | | | Accruals and reserves | | | | | |
| Stock-based compensation | | | | | |
| |
| Research and development credits | | | | | |
| Capitalized research and development expenses | | | | | |
| Other | | | | | |
| Total deferred tax assets | | | | | |
| Less: Valuation allowance | () | | | () | |
| Deferred tax assets, net of valuation allowance | | | | | |
| Deferred tax liabilities | | | |
| |
| |
| Deferred contract acquisition costs | () | | | () | |
| |
| |
| Other | () | | | () | |
| Total deferred tax liabilities | () | | | () | |
| Net deferred tax liabilities | $ | () | | | $ | () | |
We intend to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which we would incur significant additional costs upon repatriation of such amounts. We concluded any book/tax outside basis differences are not material to the consolidated financial statements as a whole as of and for the year ended January 31, 2024.
Recognized tax benefits on total stock-based compensation expense, which are reflected in the "Provision for income taxes" in the consolidated statements of operations and comprehensive income (loss), were $ million, $ million and $ million in the years ended January 31, 2024, 2023 and 2022, respectively. Our tax provision includes a $ million tax shortfall, $ million tax shortfall and $ million of excess tax benefits from stock-based compensation for the years ended January 31, 2024, 2023 and 2022, respectively.
As of January 31, 2024, we had accumulated net operating loss carryforwards of $ billion for federal and $ billion for state. Of the federal net operating losses, $ billion is carried forward indefinitely, but is limited to 80% of taxable income. The remaining federal and state net operating loss carryforwards will begin to expire in 2027 and 2024, respectively. As of January 31, 2024, we also had total foreign net operating loss carryforwards of $ million, which do not expire under local law.
As of January 31, 2024, we had accumulated U.S. research tax credits of $ million for federal and $ million for California. The U.S. federal research tax credits will begin to expire in 2033. The California research tax credits do not expire.
Available net operating losses may be subject to annual limitations due to ownership change limitations provided by the Internal Revenue Code, as amended (the "Code"), and similar state provisions. Under Section 382 of the Code, substantial changes in our ownership and the ownership of acquired companies may limit the amount of net operating loss carryforwards that are available to offset taxable income. Our ability to carry forward our federal and state net operating losses is limited due to an ownership change that occurred in a prior fiscal year. This limitation has been accounted for in calculating the available net operating loss carryforwards. The foreign jurisdictions in which we operate may have similar provisions that may limit our ability to use net operating loss carryforwards incurred by entities that we have acquired. Additional limitations on the use of these tax attributes could occur in the event of possible disputes arising in examination from various taxing authorities.
DocuSign, Inc.| 2024 10-K | 92
| | $ | | | | Gross increase for tax positions of prior years | | | | | |
| Gross decrease for tax positions of prior years | () | | | () | |
| Settlements | | | | () | |
| Gross increase for tax positions of current year | | | | | |
| Unrecognized tax benefits balance at January 31 | $ | | | | $ | | |
As of January 31, 2024, the Company had $ million of unrecognized tax benefits, of which $ million could affect the Company’s effective tax rate, if recognized. The remainder of the unrecognized tax benefits would not affect the effective tax rate due to a significant portion of the unrecognized tax benefit being recorded as a reduction in our gross deferred tax asset, offset by a reduction in our valuation allowance. We have aggregate net uncertain tax positions of $ million, $ million and $ million included in Other liabilities—noncurrent on our consolidated balance sheet as of January 31, 2024, 2023 and 2022.
We do not expect our gross unrecognized tax benefit to change significantly within the next 12 months. We recognize interest and penalties related to uncertain tax positions in provision for income taxes. As of January 31, 2024, accrued interest and penalties was $ million.
We are subject to taxation in the U.S. and various foreign jurisdictions. Our tax years from inception in 2003 through January 31, 2024 remain subject to examination by U.S. and California taxing authorities, as well as taxing authorities in various other state and foreign jurisdictions. We are not under examination in any material jurisdictions.
We recognize valuation allowances on deferred tax assets if it is more likely than not that some or all the deferred tax assets will not be realized. Due to our history of losses in the U.S., the net cumulative U.S. deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by $ million in the year ended January 31, 2024 and increased by $ million in the year ended January 31, 2023.
| | $ | | | | $ | | | | Valuation allowance charged to income tax provision | () | | | | | | | |
| | | |
| | | |
| | | |
| Adoption of ASU 2020-06 | | | | | | | | |
| | | |
| Ending balance | $ | | | | $ | | | | $ | | |
Note 15.
operating segment and reportable segment as we only report financial information on an aggregate and consolidated basis to the Chief Executive Officer, who is our CODM.
Revenue by geography is based on the address of the customer as specified in our master subscription agreement.
| | $ | | | | $ | | | | International | | | | | | | | |
| Total revenue | $ | | | | $ | | | | $ | | |
No single country other than the U.S. had revenue greater than 10% of total revenue in the years ended January 31, 2024, 2023 and 2022.
DocuSign, Inc.| 2024 10-K | 93
| | $ | | | | Ireland | | | | | |
| All other countries | | | | | |
| Total long-lived assets | $ | | | | $ | | |
Note 16.
%, with the majority in our Sales & Marketing organizations. We currently estimate that we will incur charges of approximately $ million to $ million in connection with the 2025 Restructuring Plan, consisting primarily of cash expenditures for employee transition, notice period and severance payments, employee benefits, and related costs as well as non-cash expenses related to vesting of share-based awards. We expect that the majority of the restructuring charges will be incurred in the first quarter of fiscal 2025, and that the execution of the 2025 Restructuring Plan will be substantially complete by the end of the second quarter of fiscal 2025.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of January 31, 2024. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of January 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time periods specified by Securities and Exchange Commission (“SEC”) rules and forms and (b) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management has concluded that its internal control over financial reporting was effective as of January 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP. The effectiveness of our internal control over financial reporting as of January 31, 2024, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) under the Exchange Act during the fourth quarter of fiscal 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
DocuSign, Inc.| 2024 10-K | 94
Inherent Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION
During the three months ended January 31, 2024, none of the officers or directors of the Company entered into intended to satisfy the affirmative defense of Rule 10b5-1 (c) under the Securities Exchange Act of 1934, as amended, and the Company’s policies on insider trading.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
DocuSign, Inc.| 2024 10-K | 95
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We maintain a Code of Business Conduct and Ethics applicable to all of our employees, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, which is a “Code of Ethics for Senior Financial Officers” as defined by applicable rules of the SEC. This code is publicly available on our investor relations website at investor.docusign.com. If we make any amendments to this code other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of this code we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our investor relations website or in a Current Report on Form 8-K filed with the SEC.
The remaining information required by this item, including information about our Directors, Executive Officers and Audit Committee, is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2024.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2024.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2024.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2024.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2024.
DocuSign, Inc.| 2024 10-K | 96
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as a part of this Annual Report on Form 10-K:
1.Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Income (Loss)
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2.Financial Statement Schedules
All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
3.Exhibits
See the Exhibit Index immediately following "Item 16. Form 10-K Summary."
DocuSign, Inc.| 2024 10-K | 97
ITEM 16. FORM 10-K SUMMARY
None.
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | Description | | Form | | File No. | | Incorporated by Reference Exhibit | | Filing Date | | |
| 3.1 | | | | 8-K | | 001-38465 | | 3.1 | | May 1, 2018 | | |
| 3.2 | | | | 8-K | | 001-38465 | | 3.1 | | March 11, 2024 | | |
| 4.1 | | | | S-1/A | | 333-223990 | | 4.1 | | April 17, 2018 | | |
| 4.2 | | | | 8-K | | 001-38465 | | 99.1 | | January 11, 2021 | | |
| 4.3 | | | | 10-Q | | 001-38465 | | 4.1 | | June 8, 2023 | | |
| 4.7 | | | | 10-K | | 001-38465 | | 4.8 | | March 31, 2021 | | |
| 10.1 | | | | 8-K | | 001-38465 | | 10.1 | | December 3, 2020 | | |
10.2# | | | | S-1 | | 333-223990 | | 10.2 | | March 28, 2018 | | |
10.3# | | | | S-1 | | 333-223990 | | 10.3 | | March 28, 2018 | | |
10.4# | | | | S-1 | | 333-223990 | | 10.4 | | March 28, 2018 | | |
10.5# | | | | S-8 | | 333-224577 | | 10.6 | | May 1, 2018 | | |
10.6# | | | | S-1 | | 333-223990 | | 10.6 | | March 28, 2018 | | |
10.7# | | | | S-1 | | 333-223990 | | 10.7 | | March 28, 2018 | | |
10.8# | | | | S-8 | | 333-224577 | | 10.9 | | May 1, 2018 | | |
10.9# | | | | 10-Q | | 001-38465 | | 10.5 | | June 9, 2022 | | |
| 10.10 | | | | S-1 | | 333-223990 | | 10.12 | | March 28, 2018 | | |
| 10.11 | | | | 10-K | | 001-38465 | | 10.12 | | March 27, 2023 | | |
10.12# | | | | 10-Q | | 001-38465 | | 10.7 | | June 8, 2023 | | |
10.13# | | | | 10-Q | | 001-38465 | | 10.1 | | September 7, 2023 | | |
10.14# | | | | 10-Q | | 001-38465 | | 10.1 | | June 9, 2022 | | |
10.15# | | | | 8-K | | 001-38465 | | 10.1 | | September 22, 2022 | | |
DocuSign, Inc.| 2024 10-K | 98
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
10.16# | | | | 8-K | | 001-38465 | | 10.1 | | March 10, 2023 | | |
10.17# | | | | 8-K | | 001-38465 | | 10.2 | | March 10, 2023 | | |
10.18# | | | | 8-K | | 001-38465 | | 10.1 | | May 16, 2023 | | |
10.19# | | | | 8-K | | 001-38465 | | 10.1 | | January 16, 2024 | | |
10.20# | | | | 8-K | | 001-38465 | | 10.2 | | January 16, 2024 | | |
10.21# | | | | 8-K | | 001-38465 | | 10.1 | | March 15, 2024 | | |
| 21.1 | | | | | | | | Filed herewith | | | | |
| 23.1 | | | | | | | | Filed herewith | | | | |
| 24.1 | | Power of Attorney (reference is made to the signature page hereto). | | | | | | Filed herewith | | | | |
| 31.1 | | | | | | | | Filed herewith | | | | |
| 31.2 | | | | | | | | Filed herewith | | | | |
| 32.1* | | | | | | | | Filed herewith | | | | |
| 97.1 | | | | | | | | Filed herewith | | | | |
| 101.INS | | Inline XBRL Instance Document. | | | | | | Filed herewith | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | | | | | Filed herewith | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | Filed herewith | | | | |
| 101.DEF | | Inline XBRL Taxonomy Definition Linkbase Document. | | | | | | Filed herewith | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase Document. | | | | | | Filed herewith | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | Filed herewith | | | | |
| 104 | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | | | | | | Filed herewith | | | | |
| | | | | |
| * | The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. |
| # | Indicates management contract or compensatory plan, contract or agreement. |
DocuSign, Inc.| 2024 10-K | 99
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 21, 2024 | | | | | | | | |
| DOCUSIGN, INC. |
| | |
| By: | /s/ Allan Thygesen |
| | Allan Thygesen |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Allan Thygesen and Blake Grayson, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
DocuSign, Inc.| 2024 10-K | 100
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| /s/ Allan Thygesen | | Chief Executive Officer and Director | | March 21, 2024 |
| Allan Thygesen | | (Principal Executive Officer) | | |
| | | | |
/s/ Blake Grayson | | Chief Financial Officer | | March 21, 2024 |
Blake Grayson | | (Principal Accounting and Financial Officer) | | |
| | | | |
| /s/ Mary Agnes Wilderotter | | Chair, Director | | March 21, 2024 |
| Mary Agnes Wilderotter | | | | |
| | | | |
| /s/ James Beer | | Director | | March 21, 2024 |
| James Beer | | | | |
| | | | |
| /s/ Teresa Briggs | | Director | | March 21, 2024 |
| Teresa Briggs | | | | |
| | | | |
| /s/ Cain A. Hayes | | Director | | March 21, 2024 |
| Cain A. Hayes | | | | |
| | | | |
| /s/ Blake J. Irving | | Director | | March 21, 2024 |
| Blake J. Irving | | | | |
| | | | |
/s/ Anna Marrs | | Director | | March 21, 2024 |
Anna Marrs | | | | |
| | | | |
| /s/ Enrique T. Salem | | Director | | March 21, 2024 |
| Enrique T. Salem | | | | |
| | | | |
| /s/ Peter Solvik | | Director | | March 21, 2024 |
| Peter Solvik | | | | |
| | | | |
| /s/ Daniel D. Springer | | Director | | March 21, 2024 |
| Daniel D. Springer | | | | |
DocuSign, Inc.| 2024 10-K | 101
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