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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________
FORM 10-Q
____________________________________________________________________________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 30, 2022
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to .
Commission File Number: 001-36121
____________________________________________________________________________________
Veeva Systems Inc.
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________
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Delaware |
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20-8235463 |
(State or other jurisdiction of
incorporation or organization) |
(IRS Employer
Identification No.) |
4280 Hacienda Drive
Pleasanton, California, 94588
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(925) 452-6500
(Former name, former address and former fiscal year, if changed
since last report)
N/A
____________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Class A Common Stock,
par value $0.00001 per share |
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VEEV |
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The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
☒ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
As of June 1, 2022, there were 140,081,514 shares of the
Registrant’s Class A common stock outstanding and 14,765,491
shares of the Registrant’s Class B common stock
outstanding.
VEEVA SYSTEMS INC.
FORM 10-Q
TABLE OF CONTENTS
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2
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Veeva Systems Inc. | Form 10-Q |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report on Form 10-Q contains forward-looking statements that
are based on our beliefs and assumptions and on information
currently available to us. Forward-looking statements include
information concerning our possible or assumed future results of
operations and expenses, business strategies and plans, trends,
market sizing, competitive position, industry environment,
potential growth opportunities, and product capabilities among
other things. Forward-looking statements include all statements
that are not historical facts and, in some cases, can be identified
by terms such as “aim,” “anticipates,” “believes,” “could,”
“estimates,” “expects,” “goal,” “intends,” “may,” “plans,”
“potential,” “predicts,” “projects,” “seeks,” “should,” “strive,”
“will,” “would,” or similar expressions and the negatives of those
terms.
Forward-looking statements are based on our current views and
expectations and involve known and unknown risks, uncertainties and
other factors—including those described in “Risk Factors,”
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” and elsewhere in this report—that may cause
our actual results, performance or achievements to be materially
different from any future results, performance, or achievements
expressed or implied by the forward-looking statements. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements.
Any forward-looking statements in this report are made only as of
the date of this report. Except as required by law, we disclaim any
obligation to update these forward-looking statements publicly, or
to update the reasons actual results could differ materially from
those anticipated in these forward-looking statements, even if new
information becomes available in the future.
As used in this report, the terms “Veeva,” “Registrant,” “the
Company,” “we,” “us,” and “our” mean Veeva Systems Inc. and its
subsidiaries unless the context indicates otherwise.
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Veeva Systems Inc. | Form 10-Q |
3
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS.
VEEVA SYSTEMS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except number of shares and par value)
(Unaudited)
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April 30,
2022 |
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January 31,
2022 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
1,239,998 |
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$ |
1,138,040 |
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Short-term investments |
1,598,555 |
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1,238,064 |
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Accounts receivable, net of allowance for doubtful accounts of $448
and $473, respectively
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329,677 |
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631,134 |
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Unbilled accounts receivable |
61,971 |
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63,266 |
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Prepaid expenses and other current assets |
45,094 |
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36,679 |
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Total current assets |
3,275,295 |
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3,107,183 |
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Property and equipment, net |
53,816 |
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54,495 |
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Deferred costs, net |
30,192 |
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33,106 |
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Lease right-of-use assets |
48,887 |
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49,640 |
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Goodwill |
439,877 |
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439,877 |
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Intangible assets, net |
97,194 |
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101,940 |
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Deferred income taxes |
40,674 |
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5,097 |
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Other long-term assets |
25,287 |
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25,127 |
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Total assets |
$ |
4,011,222 |
|
|
$ |
3,816,465 |
|
Liabilities and stockholders’ equity |
|
|
|
Current liabilities: |
|
|
|
Accounts payable |
$ |
25,404 |
|
|
$ |
20,348 |
|
Accrued compensation and benefits |
33,214 |
|
|
33,834 |
|
Accrued expenses and other current liabilities |
33,931 |
|
|
36,109 |
|
Income tax payable |
50,984 |
|
|
7,761 |
|
Deferred revenue |
723,721 |
|
|
731,746 |
|
Lease liabilities |
11,606 |
|
|
10,981 |
|
Total current liabilities |
878,860 |
|
|
840,779 |
|
Deferred income taxes |
1,725 |
|
|
2,216 |
|
Lease liabilities, noncurrent |
42,462 |
|
|
43,607 |
|
Other long-term liabilities |
19,900 |
|
|
18,226 |
|
Total liabilities |
942,947 |
|
|
904,828 |
|
Commitments and contingencies (note
13)
|
|
|
|
Stockholders’ equity: |
|
|
|
Class A common stock, $0.00001 par value; 800,000,000 shares
authorized, 140,032,529 and 139,432,822 issued and outstanding at
April 30, 2022 and January 31, 2022,
respectively
|
2 |
|
|
2 |
|
Class B common stock, $0.00001 par value; 190,000,000 shares
authorized, 14,765,431 and 14,763,775 issued and outstanding at
April 30, 2022 and January 31, 2022,
respectively
|
— |
|
|
— |
|
Additional paid-in capital |
1,265,323 |
|
|
1,196,547 |
|
Accumulated other comprehensive loss |
(24,211) |
|
|
(11,958) |
|
Retained earnings |
1,827,161 |
|
|
1,727,046 |
|
Total stockholders’ equity |
3,068,275 |
|
|
2,911,637 |
|
Total liabilities and stockholders’ equity |
$ |
4,011,222 |
|
|
$ |
3,816,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial
Statements.
|
|
|
|
|
|
4
|
Veeva Systems Inc. | Form 10-Q |
VEEVA SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(In thousands, except per share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
Subscription services |
$ |
402,632 |
|
|
$ |
341,119 |
|
|
|
|
|
Professional services and other |
102,470 |
|
|
92,454 |
|
|
|
|
|
Total revenues |
505,102 |
|
|
433,573 |
|
|
|
|
|
Cost of revenues(1):
|
|
|
|
|
|
|
|
Cost of subscription services |
58,953 |
|
|
51,217 |
|
|
|
|
|
Cost of professional services and other |
80,562 |
|
|
64,919 |
|
|
|
|
|
Total cost of revenues |
139,515 |
|
|
116,136 |
|
|
|
|
|
Gross profit |
365,587 |
|
|
317,437 |
|
|
|
|
|
Operating expenses(1):
|
|
|
|
|
|
|
|
Research and development |
113,475 |
|
|
83,226 |
|
|
|
|
|
Sales and marketing |
76,115 |
|
|
64,610 |
|
|
|
|
|
General and administrative |
48,325 |
|
|
41,155 |
|
|
|
|
|
Total operating expenses |
237,915 |
|
|
188,991 |
|
|
|
|
|
Operating income |
127,672 |
|
|
128,446 |
|
|
|
|
|
Other income, net |
2,709 |
|
|
4,564 |
|
|
|
|
|
Income before income taxes |
130,381 |
|
|
133,010 |
|
|
|
|
|
Provision for income taxes |
30,266 |
|
|
17,443 |
|
|
|
|
|
Net income |
$ |
100,115 |
|
|
$ |
115,567 |
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
Basic |
$ |
0.65 |
|
|
$ |
0.76 |
|
|
|
|
|
Diluted |
$ |
0.62 |
|
|
$ |
0.71 |
|
|
|
|
|
Weighted-average shares used to compute net income per
share: |
|
|
|
|
|
|
|
Basic |
154,514 |
|
|
152,444 |
|
|
|
|
|
Diluted |
161,928 |
|
|
162,213 |
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
Net change in unrealized loss on available-for-sale
investments |
$ |
(10,999) |
|
|
$ |
(1,086) |
|
|
|
|
|
Net change in cumulative foreign currency translation
loss |
(1,254) |
|
|
(2,213) |
|
|
|
|
|
Comprehensive income |
$ |
87,862 |
|
|
$ |
112,268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes stock-based compensation as follows: |
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
Cost of subscription services |
$ |
1,277 |
|
|
$ |
906 |
|
|
|
|
|
Cost of professional services and other |
9,990 |
|
|
7,422 |
|
|
|
|
|
Research and development |
25,823 |
|
|
16,837 |
|
|
|
|
|
Sales and marketing |
16,893 |
|
|
11,555 |
|
|
|
|
|
General and administrative |
13,151 |
|
|
11,769 |
|
|
|
|
|
Total stock-based compensation |
$ |
67,134 |
|
|
$ |
48,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial
Statements.
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
5
|
VEEVA SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
EQUITY
(In thousands, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A & B
common stock |
|
Additional
paid-in
capital |
|
Retained
earnings |
|
Accumulated
other
comprehensive
loss |
|
Total
stockholders’
equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period |
154,196,597 |
|
|
$ |
2 |
|
|
$ |
1,196,547 |
|
|
$ |
1,727,046 |
|
|
$ |
(11,958) |
|
|
$ |
2,911,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock upon exercise of stock options |
482,436 |
|
|
— |
|
|
16,291 |
|
|
— |
|
|
— |
|
|
16,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock upon vesting of restricted stock
units |
185,800 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares withheld related to net share settlement |
(66,873) |
|
|
— |
|
|
(14,910) |
|
|
— |
|
|
— |
|
|
(14,910) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
— |
|
|
— |
|
|
67,395 |
|
|
— |
|
|
— |
|
|
67,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in other comprehensive loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(12,253) |
|
|
(12,253) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
100,115 |
|
|
— |
|
|
100,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period |
154,797,960 |
|
|
$ |
2 |
|
|
$ |
1,265,323 |
|
|
$ |
1,827,161 |
|
|
$ |
(24,211) |
|
|
$ |
3,068,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, 2021 |
|
|
|
Class A & B
common stock |
|
Additional
paid-in
capital |
|
Retained
earnings |
|
Accumulated
other
comprehensive
income (loss) |
|
Total
stockholders’
equity |
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at beginning of period |
152,056,808 |
|
|
$ |
2 |
|
|
$ |
965,670 |
|
|
$ |
1,299,656 |
|
|
$ |
992 |
|
|
$ |
2,266,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock upon exercise of stock options |
485,037 |
|
|
— |
|
|
17,600 |
|
|
— |
|
|
— |
|
|
17,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock upon vesting of restricted stock
units |
258,511 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
— |
|
|
— |
|
|
48,793 |
|
|
— |
|
|
— |
|
|
48,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in other comprehensive loss |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,296) |
|
|
(3,296) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
— |
|
|
115,567 |
|
|
— |
|
|
115,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at end of period |
152,800,356 |
|
|
$ |
2 |
|
|
$ |
1,032,063 |
|
|
$ |
1,415,223 |
|
|
$ |
(2,304) |
|
|
$ |
2,444,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial
Statements.
|
|
|
|
|
|
6
|
Veeva Systems Inc. | Form 10-Q |
VEEVA SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
Net income |
$ |
100,115 |
|
|
$ |
115,567 |
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
7,058 |
|
|
6,628 |
|
|
|
|
|
Reduction of operating lease right-of-use assets |
2,948 |
|
|
2,827 |
|
|
|
|
|
Amortization of discount on short-term investments |
1,056 |
|
|
1,542 |
|
|
|
|
|
Stock-based compensation |
67,134 |
|
|
48,489 |
|
|
|
|
|
Amortization of deferred costs |
5,993 |
|
|
6,355 |
|
|
|
|
|
Deferred income taxes |
(32,432) |
|
|
5,242 |
|
|
|
|
|
(Gain) loss on foreign currency from mark-to-market
derivative |
(582) |
|
|
431 |
|
|
|
|
|
Bad debt (recovery) expense |
(25) |
|
|
159 |
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
301,482 |
|
|
301,732 |
|
|
|
|
|
Unbilled accounts receivable |
1,295 |
|
|
(4,161) |
|
|
|
|
|
Deferred costs |
(3,079) |
|
|
(4,290) |
|
|
|
|
|
Prepaid expenses and other current and long-term assets |
(7,563) |
|
|
2,737 |
|
|
|
|
|
Accounts payable |
5,121 |
|
|
(6,794) |
|
|
|
|
|
Accrued expenses and other current liabilities |
(2,336) |
|
|
6,967 |
|
|
|
|
|
Income taxes payable |
43,223 |
|
|
3,709 |
|
|
|
|
|
Deferred revenue |
(7,471) |
|
|
(8,176) |
|
|
|
|
|
Operating lease liabilities |
(2,031) |
|
|
(2,748) |
|
|
|
|
|
Other long-term liabilities |
1,121 |
|
|
2,169 |
|
|
|
|
|
Net cash provided by operating activities |
481,027 |
|
|
478,385 |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Purchases of short-term investments |
(572,344) |
|
|
(256,938) |
|
|
|
|
|
Maturities and sales of short-term investments |
196,190 |
|
|
221,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term assets |
(2,333) |
|
|
(2,656) |
|
|
|
|
|
Net cash used in investing activities |
(378,487) |
|
|
(37,949) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
Changes in lease liabilities - finance leases |
— |
|
|
(286) |
|
|
|
|
|
Proceeds from exercise of common stock options |
16,291 |
|
|
17,091 |
|
|
|
|
|
Taxes paid related to net share settlement of equity
awards |
(14,999) |
|
|
— |
|
|
|
|
|
Net cash provided by financing activities |
1,292 |
|
|
16,805 |
|
|
|
|
|
Effect of exchange rate changes on cash, cash equivalents, and
restricted cash |
(1,874) |
|
|
(2,765) |
|
|
|
|
|
Net change in cash, cash equivalents, and restricted
cash |
101,958 |
|
|
454,476 |
|
|
|
|
|
Cash, cash equivalents, and restricted cash at beginning of
period |
1,141,225 |
|
|
731,712 |
|
|
|
|
|
Cash, cash equivalents, and restricted cash at end of
period |
$ |
1,243,183 |
|
|
$ |
1,186,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, and restricted cash at end of
period: |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
1,239,998 |
|
|
$ |
1,184,980 |
|
|
|
|
|
Restricted cash included in other long-term assets |
3,185 |
|
|
1,208 |
|
|
|
|
|
Total cash, cash equivalents, and restricted cash at end of
period |
$ |
1,243,183 |
|
|
$ |
1,186,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of other cash flow
information: |
|
|
|
|
|
|
|
Cash paid for income taxes, net of refunds |
$ |
18,189 |
|
|
$ |
5,133 |
|
|
|
|
|
Excess tax benefits from employee stock plans |
$ |
4,907 |
|
|
$ |
17,451 |
|
|
|
|
|
Non-cash investing activities: |
|
|
|
|
|
|
|
Changes in accounts payable and accrued expenses related to
property and
equipment purchases
|
$ |
(438) |
|
|
$ |
806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial
Statements.
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
7
|
VEEVA SYSTEMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Summary of Business and Significant Accounting
Policies
Description of Business
Veeva is the leading provider of industry cloud solutions for the
global life sciences industry. We were founded in 2007 on the
premise that industry-specific cloud solutions could best address
the operating challenges and regulatory requirements of life
sciences companies. Our offerings span cloud software, data,
analytics, professional services, and business consulting and are
designed to meet the unique needs of our customers and their most
strategic business functions—from research and development
(R&D) to commercialization. Our solutions help life sciences
companies develop and bring products to market faster and more
efficiently, market and sell more effectively, and maintain
compliance with government regulations. Our Commercial Solutions
help life sciences companies achieve better, more intelligent
engagement with healthcare professionals and healthcare
organizations across multiple communication channels, and plan and
execute more effective media and marketing campaigns. Our R&D
Solutions for the clinical, quality, regulatory, and safety
functions help life sciences companies streamline their end-to-end
product development processes to increase operational efficiency
and maintain regulatory compliance throughout the product life
cycle. We also bring the benefits of our content and data
management solutions to a set of customers outside of life sciences
in the consumer product and chemical industries. Our fiscal year
end is January 31.
Principles of Consolidation and Basis of Presentation
These unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting
principles in the United States (GAAP) and applicable rules and
regulations of the Securities and Exchange Commission (SEC)
regarding interim financial reporting and include the accounts of
our wholly-owned subsidiaries after elimination of intercompany
accounts and transactions. Certain information and note disclosures
normally included in the financial statements prepared in
accordance with GAAP have been condensed or omitted pursuant to
such rules and regulations. Therefore, these condensed consolidated
financial statements should be read in conjunction with the
consolidated financial statements and notes included in our Annual
Report on Form 10-K for the fiscal year ended January 31,
2022, filed on March 30, 2022. There have been no changes to
our significant accounting policies described in the annual report
that have had a material impact on our condensed consolidated
financial statements and related notes.
The unaudited condensed consolidated balance sheet as of
January 31, 2022 included herein was derived from the audited
financial statements as of that date. These unaudited condensed
consolidated financial statements reflect all normal recurring
adjustments necessary to present fairly our financial position,
results of operations, comprehensive income, and cash flows for the
interim periods but are not necessarily indicative of the results
of operations to be anticipated for the full fiscal year ending
January 31, 2023 or any other period.
Use of Estimates
The preparation of condensed consolidated financial statements in
conformity with GAAP requires us to make estimates, judgments and
assumptions that affect the condensed consolidated financial
statements and the notes thereto. These estimates are based on
information available as of the date of the condensed consolidated
financial statements. On a regular basis, management evaluates
these estimates and assumptions. Items subject to such estimates
and assumptions include, but are not limited to:
•the
standalone selling price for each distinct performance obligation
included in customer contracts with multiple performance
obligations;
•the
determination of the period of benefit for amortization of deferred
costs;
•the
realizability of deferred income tax assets and
liabilities;
•the
fair value of our stock-based awards.
As future events cannot be determined with precision, actual
results could differ significantly from those
estimates.
|
|
|
|
|
|
8
|
Veeva Systems Inc. | Form 10-Q |
Note 2. Short-Term Investments
At April 30, 2022, short-term investments consisted of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
Available-for-sale securities: |
|
|
|
|
|
|
|
Certificates of deposits |
$ |
63,710 |
|
|
$ |
13 |
|
|
$ |
(69) |
|
|
$ |
63,654 |
|
Asset-backed securities |
239,639 |
|
|
6 |
|
|
(3,465) |
|
|
236,180 |
|
Commercial paper |
151,341 |
|
|
14 |
|
|
(93) |
|
|
151,262 |
|
Corporate notes and bonds |
802,603 |
|
|
58 |
|
|
(15,100) |
|
|
787,561 |
|
Foreign government bonds |
24,521 |
|
|
4 |
|
|
(425) |
|
|
24,100 |
|
U.S. agency obligations |
27,982 |
|
|
10 |
|
|
(622) |
|
|
27,370 |
|
U.S. treasury securities |
312,468 |
|
|
20 |
|
|
(4,060) |
|
|
308,428 |
|
Total available-for-sale securities |
$ |
1,622,264 |
|
|
$ |
125 |
|
|
$ |
(23,834) |
|
|
$ |
1,598,555 |
|
|
|
|
|
|
|
|
|
At January 31, 2022, short-term investments consisted of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
Available-for-sale securities: |
|
|
|
|
|
|
|
Certificates of deposits |
$ |
13,500 |
|
|
$ |
— |
|
|
$ |
(15) |
|
|
$ |
13,485 |
|
Asset-backed securities |
191,676 |
|
|
45 |
|
|
(1,432) |
|
|
190,289 |
|
Commercial paper |
29,432 |
|
|
— |
|
|
(2) |
|
|
29,430 |
|
Corporate notes and bonds |
669,489 |
|
|
276 |
|
|
(5,856) |
|
|
663,909 |
|
Foreign government bonds |
24,577 |
|
|
13 |
|
|
(179) |
|
|
24,411 |
|
U.S. agency obligations |
27,978 |
|
|
12 |
|
|
(254) |
|
|
27,736 |
|
U.S. treasury securities |
290,513 |
|
|
46 |
|
|
(1,755) |
|
|
288,804 |
|
Total available-for-sale securities |
$ |
1,247,165 |
|
|
$ |
392 |
|
|
$ |
(9,493) |
|
|
$ |
1,238,064 |
|
|
|
|
|
|
|
|
|
The following table summarizes the estimated fair value of our
short-term investments, designated as available-for-sale and
classified by the contractual maturity date of the securities as of
the dates shown (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30,
2022 |
|
January 31,
2022 |
Due in one year or less |
$ |
666,232 |
|
|
$ |
457,948 |
|
Due in greater than one year |
932,323 |
|
|
780,116 |
|
Total |
$ |
1,598,555 |
|
|
$ |
1,238,064 |
|
|
|
|
|
We have not recorded an allowance for credit losses, as we believe
any such losses would be immaterial based on the high credit
quality of our investments. We intend to hold our securities to
maturity and it is more likely than not that we will hold these
securities until recovery of the cost basis.
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
9
|
The following table shows the fair values of available-for-sale
securities which were in an unrealized loss position, aggregated by
investment category, as of April 30, 2022 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for less than 12 months |
|
Fair
value |
|
Gross
unrealized
losses |
Certificates of deposits |
$ |
33,641 |
|
|
$ |
(69) |
|
Asset-backed securities |
227,959 |
|
|
(3,465) |
|
Commercial paper |
112,904 |
|
|
(93) |
|
Corporate notes and bonds |
730,194 |
|
|
(15,100) |
|
Foreign government bonds |
20,516 |
|
|
(425) |
|
U.S. agency obligations |
24,360 |
|
|
(622) |
|
U.S. treasury securities |
270,888 |
|
|
(4,060) |
|
|
|
|
|
The following table shows the fair values of available-for-sale
securities which were in an unrealized loss position, aggregated by
investment category, as of January 31, 2022 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Held for less than 12 months |
|
Fair
value
|
|
Gross
unrealized
losses
|
|
|
|
|
Certificates of deposits |
$ |
5,985 |
|
|
$ |
(15) |
|
Asset-backed securities |
177,056 |
|
|
(1,432) |
|
Commercial paper |
17,190 |
|
|
(2) |
|
Corporate notes and bonds |
571,099 |
|
|
(5,856) |
|
Foreign government bonds |
19,594 |
|
|
(179) |
|
U.S. agency obligations |
24,725 |
|
|
(254) |
|
U.S. treasury securities |
247,509 |
|
|
(1,756) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset values and gross unrealized losses of available-for-sale
securities held for more than 12 months as of April 30, 2022
and January 31, 2022 were immaterial.
Note 3. Deferred Costs
Deferred costs, which consist of deferred sales commissions, were
$30 million and $33 million as of April 30, 2022 and
January 31, 2022, respectively. Amortization expense for the
deferred costs included in sales and marketing expenses in the
condensed consolidated statements of comprehensive income was $6
million for each of the three months ended April 30, 2022 and
2021. There have been no impairment losses recorded in relation to
the costs capitalized for any period presented.
Note 4. Property and Equipment, Net
Property and equipment, net consists of the following as of the
dates shown (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30,
2022 |
|
January 31,
2022 |
Land |
$ |
3,040 |
|
|
$ |
3,040 |
|
Building |
20,984 |
|
|
20,984 |
|
Land improvements and building improvements |
22,392 |
|
|
22,392 |
|
Equipment and computers |
2,246 |
|
|
3,581 |
|
Furniture and fixtures |
15,480 |
|
|
15,040 |
|
Leasehold improvements |
19,704 |
|
|
19,002 |
|
Construction in progress |
325 |
|
|
730 |
|
|
84,171 |
|
|
84,769 |
|
Less accumulated depreciation |
(30,355) |
|
|
(30,274) |
|
Total property and equipment, net |
$ |
53,816 |
|
|
$ |
54,495 |
|
|
|
|
|
|
|
|
|
|
|
10
|
Veeva Systems Inc. | Form 10-Q |
Total depreciation expense was $2 million for each of the three
months ended April 30, 2022 and 2021. Land is not
depreciated.
Note 5. Goodwill and Intangible Assets
Goodwill was $440 million as of April 30, 2022 and
January 31, 2022.
The following schedule presents the details of intangible assets as
of April 30, 2022 (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2022 |
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Net
|
|
Remaining
useful life
(in years)
|
Existing technology |
$ |
28,580 |
|
|
$ |
(13,219) |
|
|
$ |
15,361 |
|
|
3.7 |
Customer relationships |
113,157 |
|
|
(41,624) |
|
|
71,533 |
|
|
6.8 |
Trade name/trademarks |
13,900 |
|
|
(7,289) |
|
|
6,611 |
|
|
2.5 |
Other intangibles |
21,405 |
|
|
(17,716) |
|
|
3,689 |
|
|
3.6 |
|
$ |
177,042 |
|
|
$ |
(79,848) |
|
|
$ |
97,194 |
|
|
|
|
|
|
|
|
|
|
|
The following schedule presents the details of intangible assets as
of January 31, 2022 (dollar amounts in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2022 |
Gross
carrying
amount |
|
Accumulated
amortization |
|
Net |
|
Remaining
useful life
(in years) |
Existing technology |
$ |
28,580 |
|
|
$ |
(12,187) |
|
|
$ |
16,393 |
|
|
3.9 |
Customer relationships |
113,157 |
|
|
(38,829) |
|
|
74,328 |
|
|
7.0 |
Trade name/trademarks |
13,900 |
|
|
(6,645) |
|
|
7,255 |
|
|
2.8 |
Other intangibles |
21,405 |
|
|
(17,441) |
|
|
3,964 |
|
|
3.8 |
|
$ |
177,042 |
|
|
$ |
(75,102) |
|
|
$ |
101,940 |
|
|
|
|
|
|
|
|
|
|
|
Amortization expense associated with intangible assets was $5
million for the three months ended April 30, 2022, and $4
million for the three months ended April 30,
2021.
As of April 30, 2022, the estimated amortization expense for
intangible assets was as follows (in thousands):
|
|
|
|
|
|
Fiscal Year |
Estimated
amortization
expense |
Remaining for 2023 |
$ |
14,717 |
|
2024 |
19,459 |
|
2025 |
18,557 |
|
2026 |
14,147 |
|
2027 |
8,922 |
|
Thereafter |
21,392 |
|
Total |
$ |
97,194 |
|
|
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
11
|
Note 6. Accrued Expenses
Accrued expenses consisted of the following as of the dates shown
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30,
2022 |
|
January 31,
2022 |
Accrued commissions |
$ |
6,445 |
|
|
$ |
8,556 |
|
Accrued bonus |
3,245 |
|
|
4,677 |
|
Accrued vacation
(1)
|
6,728 |
|
|
5,546 |
|
Payroll tax payable |
10,031 |
|
|
9,487 |
|
Accrued other compensation and benefits |
6,765 |
|
|
5,568 |
|
Total accrued compensation and benefits |
$ |
33,214 |
|
|
$ |
33,834 |
|
Accrued fees payable to salesforce.com |
6,672 |
|
|
$ |
6,521 |
|
|
|
|
|
Taxes payable |
8,252 |
|
|
9,743 |
|
Accrued third-party professional services subcontractors'
fees |
2,326 |
|
|
1,961 |
|
Other accrued expenses |
16,681 |
|
|
17,884 |
|
Total accrued expenses and other current liabilities |
$ |
33,931 |
|
|
$ |
36,109 |
|
|
|
|
|
(1)
Represents accrued vacation primarily for international employees.
Vacation does not accrue for most U.S. employees.
|
|
|
|
|
Note 7. Fair Value Measurements
The carrying amounts of accounts receivable and other current
assets, accounts payable, and accrued liabilities approximate their
fair value due to their short-term nature.
Financial assets and liabilities recorded at fair value in the
condensed consolidated financial statements are categorized based
upon the level of judgment associated with the inputs used to
measure their fair value. Hierarchical levels, which are directly
related to the amount of subjectivity associated with the inputs to
the valuation of these assets or liabilities are as
follows:
Level 1—Observable inputs, such as quoted prices in active markets
for identical assets or liabilities.
Level 2—Observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities, quoted prices in markets
that are not active, or other inputs that are observable or can be
corroborated by observable market data for substantially the full
term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no
market activity and that are significant to the fair value of the
assets or liabilities.
Financial assets and liabilities measured at fair value are
classified in their entirety based on the lowest level of input
that is significant to the fair value measurement. Our assessment
of the significance of a particular input to the fair value
measurement requires management to make judgments and considers
factors specific to the asset or liability.
|
|
|
|
|
|
12
|
Veeva Systems Inc. | Form 10-Q |
The following table presents the fair value hierarchy for financial
assets measured at fair value on a recurring basis as of
April 30, 2022 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
|
|
Total
|
Assets |
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
521,734 |
|
|
$ |
— |
|
|
|
|
$ |
521,734 |
|
Certificates of deposit |
|
— |
|
|
12,000 |
|
|
|
|
12,000 |
|
U.S. treasury securities |
|
— |
|
|
69,960 |
|
|
|
|
69,960 |
|
Commercial paper |
|
— |
|
|
59,043 |
|
|
|
|
59,043 |
|
Corporate notes and bonds |
|
— |
|
|
6,846 |
|
|
|
|
6,846 |
|
Asset-backed securities |
|
— |
|
|
2,545 |
|
|
|
|
2,545 |
|
Short-term investments: |
|
|
|
|
|
|
|
|
Certificates of deposit |
|
— |
|
|
63,654 |
|
|
|
|
63,654 |
|
Asset-backed securities |
|
— |
|
|
236,180 |
|
|
|
|
236,180 |
|
Commercial paper |
|
— |
|
|
151,262 |
|
|
|
|
151,262 |
|
Corporate notes and bonds |
|
— |
|
|
787,561 |
|
|
|
|
787,561 |
|
Foreign government bonds |
|
— |
|
|
24,100 |
|
|
|
|
24,100 |
|
U.S. agency obligations |
|
— |
|
|
27,370 |
|
|
|
|
27,370 |
|
U.S. treasury securities |
|
— |
|
|
308,428 |
|
|
|
|
308,428 |
|
Foreign currency derivative contracts |
|
— |
|
|
1,804 |
|
|
|
|
1,804 |
|
Total financial assets |
|
$ |
521,734 |
|
|
$ |
1,750,753 |
|
|
|
|
$ |
2,272,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the fair value hierarchy for financial
assets measured at fair value on a recurring basis as of
January 31, 2022 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
Level 2
|
|
|
|
Total
|
Assets |
|
|
|
|
|
|
|
|
Cash equivalents: |
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
428,411 |
|
|
$ |
— |
|
|
|
|
$ |
428,411 |
|
Corporate notes and bonds |
|
— |
|
|
5,853 |
|
|
|
|
5,853 |
|
Asset-backed securities |
|
— |
|
|
2,568 |
|
|
|
|
2,568 |
|
Short-term investments: |
|
|
|
|
|
|
|
|
Certificates of deposit |
|
— |
|
|
13,485 |
|
|
|
|
13,485 |
|
Asset-backed securities |
|
— |
|
|
190,289 |
|
|
|
|
190,289 |
|
Commercial paper |
|
— |
|
|
29,430 |
|
|
|
|
29,430 |
|
Corporate notes and bonds |
|
— |
|
|
663,909 |
|
|
|
|
663,909 |
|
Foreign government bonds |
|
— |
|
|
24,411 |
|
|
|
|
24,411 |
|
U.S. agency obligations |
|
— |
|
|
27,736 |
|
|
|
|
27,736 |
|
U.S. treasury securities |
|
— |
|
|
288,804 |
|
|
|
|
288,804 |
|
Foreign currency derivative contracts |
|
— |
|
|
1,222 |
|
|
|
|
1,222 |
|
Total financial assets |
|
$ |
428,411 |
|
|
$ |
1,247,707 |
|
|
|
|
$ |
1,676,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We determine the fair value of our security holdings based on
pricing from our service providers and market prices from
industry-standard independent data providers. The valuation
techniques used to measure the fair value of financial instruments
having Level 2 inputs were derived
from non-binding consensus prices that are corroborated
by observable market data or quoted market prices for similar
instruments. Such market prices may be quoted prices in active
markets for identical assets (Level 1 inputs) or pricing
determined using inputs other than quoted prices that are
observable either directly or indirectly (Level 2
inputs).
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
13
|
Balance Sheet Hedges
We enter into foreign currency forward contracts in order to hedge
our foreign currency exposure. These forward contracts are not
designated as hedging instruments under applicable accounting
guidance, and therefore, we account for them at fair value with
changes in the fair value recorded as a component of other income,
net in our condensed consolidated statements of comprehensive
income. Cash flows from such forward contracts are classified as
operating activities. We recognized realized foreign currency gains
of $4 million and $1 million for the three months ended
April 30, 2022 and 2021, respectively.
The fair value of our outstanding derivative instruments is
summarized below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30,
2022 |
|
January 31,
2022 |
Notional amount of foreign currency derivative
contracts |
$ |
64,483 |
|
|
$ |
87,097 |
|
Fair value of foreign currency derivative contracts |
62,680 |
|
|
85,876 |
|
|
|
|
|
Details on outstanding balance sheet hedges are presented below as
of the date shown below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
Balance sheet location
|
|
April 30,
2022 |
|
January 31,
2022 |
Derivative Assets |
|
|
|
|
|
Foreign currency derivative contracts |
Prepaid expenses and other current assets |
|
$ |
1,804 |
|
|
$ |
1,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 8. Income Taxes
For the three months ended April 30, 2022 and 2021, our
effective tax rates were 23.2% and 13.1%, respectively. During the
three months ended April 30, 2022, as compared to the prior
year period, our effective tax rate increased primarily due to a
reduction in excess tax benefits related to equity compensation. We
recognized excess tax benefits in our provision for income taxes of
$5 million and $17 million for the three months ended
April 30, 2022 and 2021, respectively.
Note 9. Deferred Revenue, Performance Obligations, and Unbilled
Accounts Receivable
Of the beginning deferred revenue balance for the respective
periods, we recognized $294 million of subscription services
revenue during the three months ended April 30, 2022, and $249
million for the three months ended April 30, 2021,
respectively. Professional services revenue recognized in the same
periods from deferred revenue balances at the beginning of the
respective periods was immaterial.
Transaction Price Allocated to the Remaining Performance
Obligations
Transaction price allocated to the remaining performance
obligations represents contracted revenue that has not yet been
recognized, which includes deferred revenue and non-cancelable
amounts that will be invoiced and recognized as revenues in future
periods. We applied the practical expedient in accordance with ASU
2014-09, “Revenue
from Contracts with Customers”
(Topic 606) to exclude the amounts related to professional services
contracts as these contracts generally have a remaining duration of
one year or less.
As of April 30, 2022, approximately $1,493 million of revenue
is expected to be recognized from remaining performance obligations
for subscription services contracts. We expect to recognize revenue
on approximately 77% of these remaining performance obligations
over the next 12 months, with the balance recognized
thereafter.
Unbilled Accounts Receivable
Unbilled accounts receivable consists of (i) a receivable primarily
for the revenue recognized for professional services performed but
not yet billed, which were $32 million and $28 million as of
April 30, 2022 and January 31, 2022, respectively, and
(ii) a contract asset primarily for revenue recognized from
non-cancelable, multi-year orders in which fees increase annually
but for which we are not contractually able to invoice until a
future period, which were $30 million and $36 million as of
April 30, 2022 and January 31, 2022,
respectively.
|
|
|
|
|
|
14
|
Veeva Systems Inc. | Form 10-Q |
Note 10. Leases
We have operating leases for our corporate offices. Our leases have
various expiration dates through 2030, some of which include
options to extend the leases for up to nine years. Additionally, we
are the sublessor for certain office space. Our sublease income for
the three months ended April 30, 2022 and 2021 was
immaterial.
For each of the three months ended April 30, 2022 and 2021,
our operating lease expense was $3 million.
Supplemental cash flow information related to leases was as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
2022 |
|
2021 |
Cash paid for amounts included in the measurement of lease
liabilities: |
|
|
|
Operating cash flows from operating leases |
$ |
2,566 |
|
|
$ |
3,303 |
|
Right-of-use assets obtained in exchange for lease
obligations: |
|
|
|
Operating leases |
1,599 |
|
|
243 |
|
|
|
|
|
Supplemental balance sheet information related to leases was as
follows (in thousands, except lease term and discount
rate):
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30, 2022 |
|
January 31, 2022 |
Operating Leases |
|
|
|
Lease right-of-use assets |
$ |
48,887 |
|
|
$ |
49,640 |
|
Lease liabilities |
$ |
11,606 |
|
|
$ |
10,981 |
|
Lease liabilities, noncurrent |
42,462 |
|
|
43,607 |
|
Total operating lease liabilities |
$ |
54,068 |
|
|
$ |
54,588 |
|
Weighted Average Remaining Lease Term |
6.0 years |
|
6.0 years |
Weighted Average Discount Rate |
3.7 |
% |
|
3.7 |
% |
|
|
|
|
As of April 30, 2022, remaining maturities of operating lease
liabilities are as follows (in thousands):
|
|
|
|
|
|
Fiscal Year |
|
Remaining for 2023 |
$ |
10,013 |
|
2024 |
12,346 |
|
2025 |
9,138 |
|
2026 |
7,360 |
|
2027 |
6,475 |
|
Thereafter |
15,010 |
|
Total lease payments |
60,342 |
|
Less imputed interest |
(6,274) |
|
Total |
$ |
54,068 |
|
|
|
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
15
|
Note 11. Stockholders’ Equity
Stock Option Activity
A summary of stock option activity for the three months ended
April 30, 2022 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of shares
|
|
Weighted
average
exercise
price
|
|
Weighted
average
remaining
contractual
term (in years)
|
|
Aggregate
intrinsic
value (in millions) |
Options outstanding at January 31, 2022 |
12,090,522 |
|
|
$ |
77.89 |
|
|
4.6 |
|
$ |
1,964 |
|
Options granted |
3,023,597 |
|
|
207.34 |
|
|
|
|
|
Options exercised |
(482,436) |
|
|
33.77 |
|
|
|
|
|
Options forfeited/cancelled |
(99,109) |
|
|
208.79 |
|
|
|
|
|
Options outstanding at April 30, 2022 |
14,532,574 |
|
|
$ |
105.40 |
|
|
5.6 |
|
$ |
1,296 |
|
Options vested and exercisable at April 30, 2022 |
7,627,254 |
|
|
$ |
47.63 |
|
|
3.1 |
|
$ |
1,048 |
|
Options vested and exercisable at April 30, 2022 and expected to
vest thereafter |
14,532,574 |
|
|
$ |
105.40 |
|
|
5.6 |
|
$ |
1,296 |
|
|
|
|
|
|
|
|
|
The options granted during the three months ended April 30,
2022 were predominantly made in connection with our annual
performance review cycle. The weighted
average grant-date fair value of options granted was
$88.82 per option for the three months ended April 30,
2022.
As of April 30, 2022, there was $463 million in unrecognized
compensation cost related to unvested stock options granted under
the 2012 Equity Incentive Plan and 2013 Equity Incentive Plan. This
cost is expected to be recognized over a weighted average period of
3.1 years.
As of April 30, 2022, we had authorized and unissued shares of
common stock sufficient to satisfy exercises of stock
options.
The total intrinsic value of options exercised was approximately
$83 million for the three months ended April 30,
2022.
Stock Option Valuation Assumptions
The following table presents the weighted-average assumptions used
to estimate the grant date fair value of options granted during the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
|
2022 |
|
2021 |
|
|
|
|
Volatility |
|
37% |
- |
38% |
|
39% |
|
|
|
|
|
|
|
|
Expected term (in years) |
|
6.00 |
- |
7.00 |
|
6.25 |
|
|
|
|
|
|
Risk-free interest rate |
|
1.86% |
- |
2.82% |
|
0.68% |
- |
1.07% |
|
|
|
|
|
|
|
|
Dividend yield |
|
—% |
|
—% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
A summary of restricted stock unit (RSU) activity for the three
months ended April 30, 2022 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unreleased restricted
stock units
|
|
Weighted
average grant
date fair value
|
Balance at January 31, 2022 |
619,388 |
|
|
$ |
175.23 |
|
RSUs granted |
1,400,529 |
|
|
207.30 |
|
RSUs vested |
(185,800) |
|
|
213.36 |
|
RSUs forfeited/cancelled |
(21,990) |
|
|
192.94 |
|
Balance at April 30, 2022 |
1,812,127 |
|
|
195.90 |
|
|
|
|
|
|
|
|
|
|
|
16
|
Veeva Systems Inc. | Form 10-Q |
As of April 30, 2022, there was a total of $334 million in
unrecognized compensation cost related to unvested RSUs. This cost
is expected to be recognized over a weighted-average period of
approximately 2.3 years. The total intrinsic value of RSUs vested
was $41 million for the three months ended April 30,
2022.
Note 12. Net Income per Share
Basic net income per share is computed by dividing net income by
the weighted-average number of shares of common stock outstanding
during the period.
Diluted net income per share is computed by dividing net income by
the weighted-average shares outstanding, including potentially
dilutive shares of common equivalents outstanding during the
period. The dilutive effect of potential shares of common stock are
determined using the treasury stock method.
The computation of fully diluted net income per share of
Class A common stock assumes the conversion from Class B
common stock, while the fully diluted net income per share of Class
B common stock does not assume the conversion of those
shares.
The numerators and denominators of the basic and diluted net income
per share computations for our common stock are calculated as
follows (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
2022 |
|
2021 |
|
|
|
|
Class A |
|
Class B |
|
Class A
|
|
Class B
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, basic |
$ |
90,548 |
|
|
$ |
9,567 |
|
|
$ |
104,319 |
|
|
$ |
11,248 |
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used in computing net income per share,
basic |
139,749 |
|
|
14,765 |
|
|
137,607 |
|
|
14,837 |
|
|
|
|
|
|
|
|
|
Net income per share, basic |
$ |
0.65 |
|
|
$ |
0.65 |
|
|
$ |
0.76 |
|
|
$ |
0.76 |
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, basic |
$ |
90,548 |
|
|
$ |
9,567 |
|
|
$ |
104,319 |
|
|
$ |
11,248 |
|
|
|
|
|
|
|
|
|
Reallocation as a result of conversion of Class B to Class A common
stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, basic |
9,567 |
|
|
— |
|
|
11,248 |
|
|
— |
|
|
|
|
|
|
|
|
|
Reallocation of net income to Class B common stock |
— |
|
|
4,146 |
|
|
— |
|
|
6,282 |
|
|
|
|
|
|
|
|
|
Net income, diluted |
$ |
100,115 |
|
|
$ |
13,713 |
|
|
$ |
115,567 |
|
|
$ |
17,530 |
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares used for basic net income per share
computation |
139,749 |
|
|
14,765 |
|
|
137,607 |
|
|
14,837 |
|
|
|
|
|
|
|
|
|
Conversion of Class B to Class A common stock |
14,765 |
|
|
— |
|
|
14,837 |
|
|
— |
|
|
|
|
|
|
|
|
|
Effect of potentially dilutive common shares |
7,414 |
|
|
7,414 |
|
|
9,769 |
|
|
9,769 |
|
|
|
|
|
|
|
|
|
Weighted average shares used in computing net income per share,
diluted |
161,928 |
|
|
22,179 |
|
|
162,213 |
|
|
24,606 |
|
|
|
|
|
|
|
|
|
Net income per share, diluted |
$ |
0.62 |
|
|
$ |
0.62 |
|
|
$ |
0.71 |
|
|
$ |
0.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Potential common share equivalents excluded where the inclusion
would be anti-dilutive are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
2022 |
|
2021 |
Options and awards to purchase shares not included in the
computation of diluted net income per share because their inclusion
would be anti-dilutive |
2,295,241 |
|
|
348,495 |
|
|
|
|
|
Note 13. Commitments and Contingencies
Litigation
IQVIA Litigation Matters
Veeva OpenData and Veeva Network Action.
On January 10, 2017, IQVIA Inc. (formerly Quintiles IMS
Incorporated) and IMS Software Services, Ltd. (collectively,
“IQVIA”) filed a complaint against us in the U.S. District Court
for the District of New Jersey (IQVIA Inc. v. Veeva Systems Inc.
(No. 2:17-cv-00177)) (OpenData and Network Action). In the
complaint, IQVIA alleges that we used
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
17
|
unauthorized access to proprietary IQVIA data to improve our
software and data products and that our software is designed to
steal IQVIA trade secrets. IQVIA further alleges that we have
intentionally gained unauthorized access to IQVIA proprietary
information to gain an unfair advantage in marketing our products
and that we have made false statements concerning IQVIA’s conduct
and our data security capabilities. IQVIA asserts claims under both
federal and state misappropriation of trade secret laws, federal
false advertising law, and common law claims for unjust enrichment,
tortious interference, and unfair trade practices. The complaint
seeks declaratory and injunctive relief and unspecified monetary
damages.
On March 13, 2017, we filed our answer denying IQVIA's claims and
filed counterclaims. Our counterclaims allege that IQVIA, as the
dominant provider of data for life sciences companies, has abused
monopoly power to exclude Veeva OpenData and Veeva Network from
their respective markets. The counterclaims allege that IQVIA has
engaged in various tactics to prevent customers from using our
applications and has deliberately raised costs and increased the
difficulty of attempting to switch from IQVIA data to our data
products. As amended, our counterclaims assert federal and state
antitrust claims, as well as claims under California’s Unfair
Practices Act and common law claims for intentional interference
with contractual relations, intentional interference with
prospective economic advantage, and negligent misrepresentation.
The counterclaims seek injunctive relief, monetary damages
exceeding $200 million, and attorneys’ fees. On October 3, 2018,
the court denied IQVIA’s motion to dismiss our antitrust
claims.
On February 18, 2020, IQVIA filed a motion for sanctions against
Veeva, seeking default judgment and dismissal and, in the
alternative, an adverse inference at trial related to discovery
disputes. On May 7, 2021, the special master appointed to oversee
litigation discovery ruled against IQVIA’s request for default
judgment and dismissal and ruled in IQVIA’s favor with respect to
certain other matters, including recommending to the trial judge
that a permissive adverse inference instruction be issued to the
jury with respect to certain documents that were not preserved by
Veeva. Should the trial judge accept the recommendation, the jury
would be permitted, but not required, to infer that certain
evidence not preserved by Veeva would have been unfavorable to
Veeva, if the jury first concludes that Veeva controlled the
evidence, that the evidence was relevant, and that Veeva should
have preserved the evidence. The jury is also likely to be
instructed that it may also consider whether the non-preserved
evidence was duplicative of other evidence produced by Veeva and
whether Veeva’s conduct was reasonable in light of all
circumstances. Veeva was also ordered to pay IQVIA’s fees and
expenses incurred in connection with portions of its sanctions
motion. On June 4, 2021, we appealed the special master’s ruling
and IQVIA’s fee award to the federal district court
judge.
Fact discovery is largely complete and we expect to complete expert
discovery by November 15, 2022. While it is not possible at this
time to predict with any degree of certainty the ultimate outcome
of this action, and we are unable to make a meaningful estimate of
the amount or range of gain or loss, if any, that could result from
the OpenData and Network Action, we believe that IQVIA’s claims
lack merit and that our counterclaims warrant injunctive relief and
monetary damages for Veeva.
Veeva Nitro Action.
On July 17, 2019, IQVIA filed a lawsuit in the U.S. District Court
for the District of New Jersey (IQVIA Inc. v. Veeva Systems Inc.
(No. 2:19-cv-15517)) (IQVIA Declaratory Action) seeking a
declaratory judgment that IQVIA is not liable to Veeva for
disallowing use of IQVIA’s data products in Veeva Nitro or any
later-introduced Veeva software products. The IQVIA Declaratory
Action does not seek any monetary relief.
On July 18, 2019, we filed a lawsuit against IQVIA in the U.S.
District Court for the Northern District of California (Veeva
Systems Inc. v. IQVIA Inc. (No. 3:19-cv-04137)) (Veeva Nitro
Action), alleging that IQVIA engaged in anticompetitive conduct as
to Veeva Nitro. Our complaint asserts federal and state antitrust
claims, as well as claims under California’s Unfair Competition Law
and common law claims for intentional interference with contractual
relations and intentional interference with prospective economic
advantage. The complaint seeks injunctive relief and monetary
damages. IQVIA filed its answer and affirmative defenses on
September 5, 2019.
On September 26, 2019, the Northern District of California
transferred the Veeva Nitro Action to the District of New Jersey
(Veeva Systems Inc. v. IQVIA Inc. (No.
2:19-cv-18558)).
On March 24, 2020, we amended our complaint in the Veeva Nitro
Action to include allegations of IQVIA’s anticompetitive conduct as
to additional Veeva software applications, such as Veeva Andi,
Veeva Align, and Veeva Vault MedComms; additional examples of
IQVIA’s monopolistic behavior against Veeva Nitro; IQVIA’s
unlawful
|
|
|
|
|
|
18
|
Veeva Systems Inc. | Form 10-Q |
access of Veeva’s proprietary software products; and a request for
declaratory relief. IQVIA answered the amended complaint on
May 22, 2020.
On August 21, 2020, the District of New Jersey consolidated the
Veeva Nitro Action and IQVIA Declaratory Action, and stayed both
actions pending conclusion of the OpenData and Network Action. On
September 21, 2021, the court lifted the stay. We expect to
complete fact discovery by June 30, 2022, and to complete expert
discovery by November 15, 2022.
While it is not possible at this time to predict with any degree of
certainty the ultimate outcome of this action, we believe that our
claims warrant injunctive and declaratory relief and monetary
damages for Veeva and against IQVIA.
Fee Arrangements Related to the IQVIA Litigation Matters.
We have entered into partial contingency fee arrangements with
certain law firms representing us in the IQVIA litigations.
Pursuant to those arrangements, such law firms are entitled to an
agreed portion of any damages we recover from IQVIA (Contingency
Fees) or may be entitled to payment of additional fees from us
based on the achievement of certain outcomes (Success Fees). While
it is reasonably possible that we may incur such Success Fees, we
are unable to make an estimate of any such liability and have not
accrued any liability related to Success Fees at this
time.
Medidata Litigation Matter
On January 26, 2017, Medidata Solutions, Inc. filed a complaint in
the U.S. District Court for the Southern District of New York
(Medidata
Solutions, Inc. v. Veeva Systems Inc. et al. (No.
1:17-cv-00589)) against us and five individual Veeva employees who
previously worked for Medidata (“Individual Employees”). The
complaint alleged that we induced and conspired with the Individual
Employees to breach their employment agreements, including
non-compete and confidentiality provisions, and to misappropriate
Medidata’s confidential and trade secret information. The complaint
sought declaratory and injunctive relief, unspecified monetary
damages, and attorneys’ fees. Medidata has since amended its
complaint twice, asserting the same claims with additional factual
allegations, and has voluntarily dismissed the Individual
Defendants without prejudice.
Fact discovery is now completed. On April 24, 2020, Medidata filed
a motion for partial summary judgment on its claims for trade
secret misappropriation as well as several of Veeva’s affirmative
defenses. On May 15, 2020, we filed a motion for summary judgment
on all of Medidata’s claims. On February 9, 2021, the court issued
its ruling granting summary judgment in favor of Veeva as to
certain of Medidata's claims and in favor of Medidata as to certain
of Veeva's affirmative defenses. The trial in this matter is
currently set for July 18, 2022. While it is not possible at this
time to predict with any degree of certainty the ultimate outcome
of this action, and we are unable to make a meaningful estimate of
the amount or range of loss, if any, that could result from any
unfavorable outcome, we believe that Medidata’s claims lack
merit.
Other Litigation Matters
From time to time, we may be involved in other legal proceedings
and subject to claims incident to the ordinary course of business.
Although the results of such legal proceedings and claims cannot be
predicted with certainty, we believe we are not currently a party
to any other legal proceedings, the outcome of which, if determined
adversely to us, would individually or taken together have a
material adverse effect on our business, operating results, cash
flows or financial position. Regardless of the outcome, such
proceedings can have an adverse impact on us because of defense and
settlement costs, diversion of resources and other factors, and
there can be no assurances that favorable outcomes will be
obtained.
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Veeva Systems Inc. | Form 10-Q |
19
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Note 14. Revenues by Product
We group our revenues into two product areas: Commercial Solutions
and R&D Solutions. Commercial Solutions revenues consist of
revenues from our Veeva Commercial Cloud, Veeva Data Cloud and
Veeva Claims solutions. R&D Solutions consist of revenues from
our Veeva Development Cloud, Veeva RegulatoryOne, and Veeva
QualityOne solutions.
Total revenues consist of the following (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Subscription services |
|
|
|
|
|
|
|
Commercial Solutions(1)
|
$ |
227,724 |
|
|
$ |
207,845 |
|
|
|
|
|
R&D Solutions(1)
|
174,908 |
|
|
133,274 |
|
|
|
|
|
Total subscription services |
$ |
402,632 |
|
|
$ |
341,119 |
|
|
|
|
|
Professional services |
|
|
|
|
|
|
|
Commercial Solutions(1)
|
$ |
43,321 |
|
|
$ |
43,598 |
|
|
|
|
|
R&D Solutions(1)
|
59,149 |
|
|
48,856 |
|
|
|
|
|
Total professional services |
$ |
102,470 |
|
|
$ |
92,454 |
|
|
|
|
|
Total revenues |
$ |
505,102 |
|
|
$ |
433,573 |
|
|
|
|
|
(1) Certain prior period product revenues have been adjusted to
match current period presentation. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 15. Information about Geographic Areas
We track and allocate revenues by principal geographic area rather
than by individual country, which makes it impractical to disclose
revenues for the United States or other specific foreign countries.
We measure subscription services revenue primarily by the estimated
location of the end users in each geographic area for our
Commercial Solutions and primarily by the estimated location of
usage in each geographic area for our R&D Solutions. We measure
professional services revenue primarily by the location of the
resources performing the professional services.
Total revenues by geographic area were as follows for the periods
shown below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
2022 |
|
2021 |
|
|
|
|
Revenues by geography |
|
|
|
|
|
|
|
North America |
$ |
294,771 |
|
|
$ |
246,300 |
|
|
|
|
|
Europe |
138,962 |
|
|
121,304 |
|
|
|
|
|
Asia Pacific |
57,713 |
|
|
53,632 |
|
|
|
|
|
Middle East, Africa, and Latin America |
13,656 |
|
|
12,337 |
|
|
|
|
|
Total revenues |
$ |
505,102 |
|
|
$ |
433,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets by geographic area are as follows as of the
periods shown below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30,
2022 |
|
January 31,
2022 |
Long-lived assets by geography |
|
|
|
North America |
$ |
44,890 |
|
|
$ |
45,625 |
|
Europe |
5,968 |
|
|
6,135 |
|
Asia Pacific |
1,293 |
|
|
1,335 |
|
Middle East, Africa, and Latin America |
$ |
1,665 |
|
|
1,400 |
|
Total long-lived assets |
$ |
53,816 |
|
|
$ |
54,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
Veeva Systems Inc. | Form 10-Q |
ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
You should read the following discussion and analysis of our
financial condition and results of operations in conjunction with
our condensed consolidated financial statements and notes thereto
appearing elsewhere in this report. In addition to historical
condensed consolidated financial information, the following
discussion and analysis contains forward-looking statements that
involve risks, uncertainties, and assumptions. Our actual results
could differ materially from those anticipated by these
forward-looking statements as a result of many factors. We discuss
factors that we believe could cause or contribute to these
differences below and elsewhere in this report, including those set
forth under “Risk Factors” and “Special Note Regarding
Forward-Looking Statements.”
Overview
Veeva is the leading provider of industry cloud solutions for the
global life sciences industry. We were founded in 2007 on the
premise that industry-specific cloud solutions could best address
the operating challenges and regulatory requirements of life
sciences companies. Our offerings span cloud software, data,
analytics, professional services, and business consulting and are
designed to meet the unique needs of our customers and their most
strategic business functions—from research and development to
commercialization. Our solutions help life sciences companies
develop and bring products to market faster and more efficiently,
market and sell more effectively, and maintain compliance with
government regulations. For a more detailed description of our
business and products as of January 31, 2022, please see our
Annual Report on Form 10-K for the fiscal year ended
January 31, 2022 filed on March 30, 2022.
In April 2022 we announced that our solutions will be grouped into
three major product categories going forward—Veeva Commercial
Cloud, Veeva Data Cloud, and Veeva Development Cloud. We also
announced that our data offerings previously offered under the
Veeva Data Cloud brand are now offered under the Veeva Compass
brand. Veeva Data Cloud is now comprised of the following solutions
formerly categorized as Commercial Cloud offerings: Veeva Compass,
Veeva Link, and Veeva OpenData. For financial reporting purposes,
revenues associated with our Veeva Commercial Cloud, Veeva Data
Cloud and Veeva Claims solutions are classified as “Commercial
Solutions” revenues, and revenues associated with our Veeva
Development Cloud, Veeva RegulatoryOne, and Veeva QualityOne
solutions are classified as “R&D Solutions”
revenues.
In our fiscal year ended January 31, 2022, we derived
approximately 59% and 41% of our subscription services revenues and
56% and 44% of our total revenues from our Commercial Solutions and
R&D Solutions, respectively. For the three months ended
April 30, 2022, we derived approximately 57% and 43% of our
subscription services revenues and 54% and 46% of our total
revenues from our Commercial Solutions and R&D Solutions,
respectively. The contribution of subscription services revenues
and total revenues associated with our R&D Solutions are
expected to continue to increase as a percentage of subscription
services revenues and total revenues in the future. We also offer
certain of our R&D Solutions to industries outside the life
sciences industry primarily in North America and
Europe.
For our fiscal years ended January 31, 2022, 2021, and 2020,
our total revenues were $1,851 million, $1,465 million, and $1,104
million, respectively, representing year-over-year growth in total
revenues of 26% in our fiscal year ended January 31, 2022 and
33% in our fiscal year ended January 30, 2021. For our fiscal
years ended January 31, 2022, 2021, and 2020, our
subscription services revenues were $1,484 million, $1,179 million,
and $896 million, respectively, representing year-over-year growth
in subscription services revenues of 26% in our fiscal year ended
January 31, 2022, and 32% in our fiscal year ended
January 30, 2021. Please note that our total revenues and
subscription services revenues for our fiscal year ended
January 31, 2020 only included revenue contribution from
the acquired Crossix and Physicians World businesses in the fourth
quarter of that fiscal year. We expect the growth rate of our total
revenues and subscription services revenues to decline compared to
the prior fiscal year. We generated net income of $427 million,
$380 million, and $301 million for our fiscal years ended
January 31, 2022, 2021, and 2020, respectively.
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Veeva Systems Inc. | Form 10-Q |
21
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As of January 31, 2022, 2021, and 2020, we served 1205, 993,
and 861 customers, respectively. As of January 31, 2022, 2021,
and 2020, we had 653, 572, and 523 Commercial Solutions customers,
respectively, and 860, 664, and 538 R&D Solutions customers,
respectively. These customer count totals are net of customer
attrition during each period.
The combined customer counts for Commercial Solutions and R&D
Solutions exceed the total customer count in each year because some
customers subscribe to products in both areas. Commercial Solutions
consist of our cloud software, data, and analytics products built
specifically to more efficiently and effectively commercialize our
customers’ products. R&D Solutions consist of our clinical,
quality, regulatory, and safety products. Many of our applications
for R&D are used by smaller, earlier stage, pre-commercial
companies, some of which may not reach the commercialization stage.
Thus, the potential number of R&D Solutions customers is higher
than the potential number of Commercial Solutions
customers.
For the three months ended April 30, 2022 and 2021, our total
revenues were $505 million and $434 million, respectively,
representing year-over-year growth in total revenues of 16%. For
the three months ended April 30, 2022 and 2021, our
subscription services revenues were $403 million and $341 million,
respectively, representing year-over-year growth in subscription
services revenues of 18%. We generated net income of
$100 million and $116 million for the three months ended
April 30, 2022 and 2021, respectively.
Our Conversion to PBC
On February 1, 2021, we became a Delaware public benefit
corporation (PBC), and we amended our certificate of incorporation
to include the following public benefit purpose: “to provide
products and services that are intended to help make the industries
we serve more productive, and to create high-quality employment
opportunities in the communities in which we operate.” When making
decisions, our directors have a fiduciary duty to balance the
financial interests of stockholders, the best interests of other
stakeholders materially affected by our conduct (including
customers, employees, partners, and the communities in which we
operate), and the pursuit of our public benefit purpose. For more
information on our conversion to a PBC and associated risks, see
“Risk Factors.”
The Continuing Impact of the COVID-19 Pandemic
The worldwide outbreak of COVID-19 has had and continues to have a
widespread and unpredictable worldwide impact on our business
operations, the life sciences industry, healthcare systems,
financial markets, and the global economy. While the impact of
COVID-19 on our operational and financial performance has not been
materially negative to date, the future impact is uncertain and
will depend on future developments, including the duration and
spread of the outbreak, government responses to the pandemic, the
rate of vaccinations, the impact on our customers, the impact on
our employees, the extent of further adverse impacts to the
economy, and the scale and pace of economic recovery and resumption
of normal business activities, including the rollout of COVID-19
vaccines globally, the lifting of restrictions on movement, and the
results of outbreaks and variants, all of which cannot be predicted
with certainty.
Certain impacts of the COVID-19 pandemic and resulting changes in
business practice may be enduring over the long term and may result
in significant changes in business practice within the technology
industry, the life sciences industry, and the world economy
generally. For example, while we have resumed certain in-person
customer, employee, and industry events, some of our customers
continue to have travel and in-person meeting restrictions that
limit our ability to conduct business in person and we cannot
predict how long such limitations will remain in effect. Further,
the extent to which remote work will remain common practice or
become increasingly prevalent after the COVID-19 pandemic ends is
not certain and may have significant impacts on hiring practices,
management practices, expense structures and investments, and other
aspects of our business and the businesses of our customers. We
have adopted a permanent “Work Anywhere” policy, which generally
gives employees the flexibility to work in an office or at home on
any given day, with certain job-specific restrictions. We believe
this program is beneficial to our business but we have limited
experience with the program. Similarly, the extent to which virtual
meetings and interactions continue to be used or preferred in lieu
of in-person interactions may significantly change business
practices for us and our customers, and, in turn, may impact demand
for our products and services. For example, if our customers reduce
sales representatives in response to an increasing preference for
virtual meetings with doctors, demand for our core CRM application
may decline. In the quarter ended October 31, 2020, we disclosed
that we expected life sciences companies to reduce the number of
sales representatives that they employ by roughly 10%. We currently
expect most of these reductions to take place during our fiscal
year ending January 31, 2023, with some reductions still occurring
in our fiscal year ending January 31, 2024. Such reductions could
negatively impact sales of our solutions, including Veeva CRM and
certain of our other Commercial Solutions, but
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22
|
Veeva Systems Inc. | Form 10-Q |
we cannot be certain such reductions will happen or of the timing
or magnitude of such reductions. At the same time, demand for our
products that enable virtual interactions with doctors and clinical
trial participants may increase. We cannot accurately predict how
such changes may impact Veeva's results over the long
term.
Impacts of the Russian Invasion of Ukraine
We are closely monitoring the impact of the Russian invasion of
Ukraine and its global impacts. While the conflict is still
evolving and the outcome remains highly uncertain, we do not
believe the Russian invasion will have a material impact on our
business and results of operations. We do not currently have office
locations or employees in Russia and our revenues from sales to
Russian entities were limited. However, if the conflict continues
or worsens, leading to greater disruptions and uncertainty within
the life sciences industry or global economy, our business and
results of operations could be negatively impacted.
Key Factors Affecting Our Performance
Investment in Growth.
We have invested and intend to continue to invest aggressively in
expanding the breadth and depth of our product portfolio, including
through acquisitions. We expect to continue to invest in research
and development to expand existing solutions and build new
solutions; in sales and marketing to promote our solutions to new
and existing customers and in existing and expanded geographies and
industries; in professional services and business consulting to
help ensure customer success; and in other operational and
administrative functions to support our expected growth. We expect
that our headcount will increase as a result of these investments.
We also expect our total operating expenses will continue to
increase over time, which could have a negative impact on our
operating margin.
Adoption of Our Solutions by Existing and New Customers.
Most of our customers initially deploy our solutions to a limited
number of end users within a division or geography and may only
initially deploy a limited set of our available solutions. Our
future growth is dependent upon our existing customers’ continued
success and their renewals of subscriptions to our solutions,
expanded deployment of our solutions within their organizations,
and their purchase of subscriptions to additional solutions. Our
growth is also dependent on the adoption of our solutions by new
customers.
Subscription Services Revenue Retention Rate.
A key factor to our success is the renewal and expansion of our
existing subscription agreements with our customers. We calculate
our annual subscription services revenue retention rate for a
particular fiscal year by dividing (i) annualized subscription
revenue as of the last day of that fiscal year from those customers
that were also customers as of the last day of the prior fiscal
year by (ii) the annualized subscription revenue from all customers
as of the last day of the prior fiscal year. Annualized
subscription revenue is calculated by multiplying the daily
subscription revenue recognized on the last day of the fiscal year
by 365. This calculation includes the impact on our revenues from
customer non-renewals, deployments of additional users or decreases
in users, deployments of additional solutions or discontinued use
of solutions by our customers, and price changes for our solutions.
Historically, the impact of price changes on our subscription
services revenue retention rate has been minimal. For our fiscal
years ended January 31, 2022, 2021, and 2020, our subscription
services revenue retention rate was 119%, 124%, and 121%,
respectively.
Components of Results of Operations
Revenues
We derive our revenues primarily from subscription services fees
and professional services fees. Subscription services revenues
consist of fees from customers accessing our cloud-based software
solutions and fees for our data solutions. Professional services
and other revenues consist primarily of fees from implementation
services, configuration, data services, training, and managed
services related to our solutions and services related to our Veeva
Business Consulting offering. For the three months ended
April 30, 2022, subscription services revenues constituted 80%
of total revenues and professional services and other revenues
constituted 20% of total revenues.
We generally enter into master subscription agreements with our
customers and count each distinct master subscription agreement
that has not been terminated or expired and that has orders for
which we have recognized revenue in the quarter as a distinct
customer for purposes of determining our total number of current
customers as of the end of that quarter. We generally enter into a
single master subscription agreement with each customer, although
in some instances, affiliated legal entities within the same
corporate family may enter into separate master
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Veeva Systems Inc. | Form 10-Q |
23
|
subscription agreements. Conversely, affiliated legal entities that
maintain distinct master service agreements may choose to
consolidate their orders under a single master service agreement,
and, in that circumstance, our customer count would decrease.
Divisions, subsidiaries, and operating units of our customers often
place distinct orders for our subscription services under the same
master subscription agreement, and we do not count such distinct
orders as new customers for purposes of determining our total
customer count. For purposes of determining customers of Veeva
Crossix that do not contract under a master subscription agreement,
we count each entity that has a statement of work or services
agreement and a recurring known payment obligation as a distinct
customer if such entity is not otherwise a customer of ours. For
Veeva Crossix, we do not count as distinct customers agencies
contracting with us on behalf of brands within life sciences
companies.
New subscription orders for our core Veeva CRM application
generally have a one-year term. If a customer adds end users or
additional Commercial Solutions to an existing order for our core
Veeva CRM application, such additional orders will generally be
coterminous with the anniversary date of the core Veeva CRM order,
and as a result, orders for additional end users or additional
Commercial Solutions will commonly have an initial term of less
than one year.
Particularly with respect to our R&D Solutions, we have entered
into a number of orders with multi-year terms. The fees associated
with such orders are typically not based on the number of end-users
and typically escalate over the term of such orders at a pre-agreed
rate to account for, among other factors, implementation and
adoption timing and planned increased usage by the customer. There
are timing differences between billings and revenue recognition
with respect to certain of our multi-year orders with escalating
fees which will result in fluctuations in deferred revenue and
unbilled accounts receivable balances. For instance, when the
amounts we are entitled to invoice in any period pursuant to
multi-year orders with escalating fees are less than the revenue
recognized in accordance with relevant accounting standards, we
will accrue an unbilled accounts receivable balance (a contract
asset) related to such orders. In the same scenario, the net
deferred revenue we would record in connection with such orders
will be less because we will be recognizing more revenue than we
bill earlier in the term of such multi-year orders.
Our subscription orders are generally billed at the beginning of
the subscription period in annual or quarterly increments, which
means the annualized value of such orders may not be completely
reflected in deferred revenue at any single point in time. Also,
particularly with respect to orders for our Commercial Solutions,
because the term of orders for additional end users or applications
is commonly less than one year, the annualized value of such orders
may not be completely reflected in deferred revenue at any single
point in time. We have also agreed from time to time, and may agree
in the future, to allow customers to change the renewal dates of
their orders to, for example, align more closely with a customer’s
annual budget process or to align with the renewal dates of other
orders placed by other entities within the same corporate control
group, or to change payment terms from annual to quarterly, or vice
versa. Such changes typically result in an order of less than one
year as necessary to align all orders to the desired renewal date
and, thus, may result in a lesser increase to deferred revenue than
if the adjustment had not occurred. Additionally, changes in
renewal dates may change the fiscal quarter in which deferred
revenue associated with a particular order is booked. Accordingly,
we do not believe that changes on a quarterly basis in deferred
revenue, unbilled accounts receivable, or calculated billings, a
metric commonly cited by financial analysts, are accurate
indicators of future revenues for any given period of time. We
define the term calculated billings for any period to mean revenue
for the period plus the change in deferred revenue from the
immediately preceding period minus the change in unbilled accounts
receivable (contract asset) from the immediately preceding
period.
Subscription services revenues are recognized ratably over the
respective non-cancelable subscription term because of the
continuous transfer of control to the customer. Our subscription
services agreements are generally non-cancelable during the term,
although customers typically have the right to terminate their
agreements for cause in the event of material breach. Our
agreements typically provide that orders will automatically renew
unless notice of non-renewal is provided in advance. Subscription
services revenues are affected primarily by the number of
customers, the scope of the subscription purchased by each customer
(for example, the number of end users or other subscription usage
metric) and the number of solutions subscribed to by each
customer.
We utilize our own personnel to perform our professional services
and business consulting engagements with customers. In certain
cases, we may utilize third-party subcontractors to perform
professional services engagements. The majority of our professional
services arrangements are billed on a time and materials basis and
revenues are recognized over time based on time incurred and
contractually agreed upon rates. Certain professional services and
business consulting arrangements are billed on a fixed fee basis
and revenues are
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24
|
Veeva Systems Inc. | Form 10-Q |
typically recognized over time as the services are delivered based
on time incurred. Data services and training revenues are generally
recognized as the services are performed. Professional services
revenues are affected primarily by our customers’ demands for
implementation services, configuration, data services, training,
speakers bureau logistics, and managed services in connection with
our solutions. Our business consulting revenues are affected
primarily by our customers’ demands for services related to a
particular customer success initiative, strategic analysis, or
business process change, and not a cloud software
implementation.
Allocated Overhead
We accumulate certain costs such as building depreciation, office
rent, utilities, and other facilities costs and allocate them
across the various departments based on headcount. We refer to
these costs as “allocated overhead.”
Cost of Revenues
Cost of subscription services revenues for all of our solutions
consists of expenses related to our computing infrastructure
provided by third parties, including salesforce.com and Amazon Web
Services, personnel related costs associated with hosting our
subscription services and providing support, including our data
stewards, data acquisition and third-party contractor costs related
to the development of our data products, expenses associated with
computer equipment and software, and allocated overhead. We intend
to continue to invest additional resources in our subscription
services to enhance our product offerings and increase our delivery
capacity. We may add or expand computing infrastructure capacity in
the future, migrate to new computing infrastructure service
providers, make additional investments in the availability and
security of our solutions, and make continued investments in data
sources.
Cost of professional services and other revenues consists primarily
of employee-related expenses associated with providing these
services. The cost of providing professional services is
significantly higher as a percentage of the related revenues than
for our subscription services due to the direct labor costs and
costs of third-party subcontractors.
Operating Expenses
Research and Development.
Research and development expenses consist primarily of
employee-related expenses, third-party consulting fees, hosted
infrastructure costs, and allocated overhead. We continue to focus
our research and development efforts on adding new features and
applications and increasing the functionality and enhancing the
ease of use of our cloud-based applications.
Sales and Marketing.
Sales and marketing expenses consist primarily of employee-related
expenses, sales commissions, marketing program costs, amortization
expense associated with purchased intangibles related to our
customer contracts, customer relationships and brand development,
travel-related expenses and allocated overhead. Marketing program
costs include advertising, customer events, corporate
communications, brand awareness, and product marketing activities.
Sales commissions are costs of obtaining new customer contracts and
are capitalized and then amortized over a period of benefit that we
have determined to be three years.
General and Administrative.
General and administrative expenses consist of employee-related
expenses for our executive, finance and accounting, legal, employee
success, management information systems personnel, and other
administrative employees. In addition, general and administrative
expenses include fees related to third-party legal counsel, fees
related to third-party accounting, tax and audit services, other
corporate expenses, and allocated overhead.
Other Income, Net
Other income, net, consists primarily of transaction gains or
losses on foreign currency, net of hedging costs, interest income,
and amortization of premiums paid on investments.
Provision for Income Taxes
Provision for income taxes consists of federal and state income
taxes in the United States and income taxes in certain foreign
jurisdictions. See
note
8
of the notes to our condensed consolidated financial
statements.
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Veeva Systems Inc. | Form 10-Q |
25
|
Recent Accounting Pronouncements
Reference Rate Reform
In March 2020, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate
Reform (Topic 848): Facilitation of the Effects of Reference Rate
Reform on Financial Reporting, which provides accounting relief
from the future impact of the cessation of the London Interbank
Offered Rate (“LIBOR”) by, among other things, providing optional
expedients to treat contract modifications resulting from such
reference rate reform as a continuation of the existing contract
and for hedging relationships to not be de-designated as a result
of such changes provided certain criteria are met. The guidance is
effective beginning on March 12, 2020, and the amendments apply
prospectively through December 31, 2022. We are currently in the
process of incorporating fallback language in negotiated contracts
and incorporating non-LIBOR reference rate and/or fallback language
in new contracts to prepare for these changes. We do not expect the
adoption of ASU 2020-04 to have a material impact on our condensed
consolidated financial statements.
Business Combinations
In October 2021, the FASB issued ASU No. 2021-08, Business
Combinations (Topic 805): Accounting for Contract Assets and
Contract Liabilities from Contracts with Customers, which requires
contract assets and contract liabilities acquired in a business
combination to be recognized and measured in accordance with Topic
606, Revenue from Contracts with Customers, as if the acquirer had
originated the contracts. Under current GAAP, such assets and
liabilities are recognized by the acquirer at fair value on the
acquisition date. The new standard is effective for our fiscal year
beginning on February 1, 2023, with early adoption permitted. We
are currently evaluating the accounting, transition, and disclosure
requirements of this standard.
Results of Operations
The following tables set forth selected condensed consolidated
statements of operations data and such data as a percentage of
total revenues for each of the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Consolidated Statements of Comprehensive Income Data: |
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
Subscription services |
$ |
402,632 |
|
|
$ |
341,119 |
|
|
|
|
|
Professional services and other |
102,470 |
|
|
92,454 |
|
|
|
|
|
Total revenues |
505,102 |
|
|
433,573 |
|
|
|
|
|
Cost of revenues(1):
|
|
|
|
|
|
|
|
Cost of subscription services |
58,953 |
|
|
51,217 |
|
|
|
|
|
Cost of professional services and other |
80,562 |
|
|
64,919 |
|
|
|
|
|
Total cost of revenues |
139,515 |
|
|
116,136 |
|
|
|
|
|
Gross profit |
365,587 |
|
|
317,437 |
|
|
|
|
|
Operating expenses(1):
|
|
|
|
|
|
|
|
Research and development |
113,475 |
|
|
83,226 |
|
|
|
|
|
Sales and marketing |
76,115 |
|
|
64,610 |
|
|
|
|
|
General and administrative |
48,325 |
|
|
41,155 |
|
|
|
|
|
Total operating expenses |
237,915 |
|
|
188,991 |
|
|
|
|
|
Operating income |
127,672 |
|
|
128,446 |
|
|
|
|
|
Other income, net |
2,709 |
|
|
4,564 |
|
|
|
|
|
Income before income taxes |
130,381 |
|
|
133,010 |
|
|
|
|
|
Provision for income taxes |
30,266 |
|
|
17,443 |
|
|
|
|
|
Net income |
$ |
100,115 |
|
|
$ |
115,567 |
|
|
|
|
|
(1) Includes stock-based compensation as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
Veeva Systems Inc. | Form 10-Q |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues: |
|
|
|
|
|
|
|
Cost of subscription services |
$ |
1,277 |
|
|
$ |
906 |
|
|
|
|
|
Cost of professional services and other |
9,990 |
|
|
7,422 |
|
|
|
|
|
Research and development |
25,823 |
|
|
16,837 |
|
|
|
|
|
Sales and marketing |
16,893 |
|
|
11,555 |
|
|
|
|
|
General and administrative |
13,151 |
|
|
11,769 |
|
|
|
|
|
Total stock-based compensation |
$ |
67,134 |
|
|
$ |
48,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
|
|
|
2022 |
|
2021 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
Subscription services |
$ |
402,632 |
|
|
$ |
341,119 |
|
|
18% |
|
|
|
|
|
|
Professional services and other |
102,470 |
|
|
92,454 |
|
|
11% |
|
|
|
|
|
|
Total revenues |
$ |
505,102 |
|
|
$ |
433,573 |
|
|
16% |
|
|
|
|
|
|
Percentage of revenues: |
|
|
|
|
|
|
|
|
|
|
|
Subscription services |
80 |
% |
|
79 |
% |
|
|
|
|
|
|
|
|
Professional services and other |
20 |
|
|
21 |
|
|
|
|
|
|
|
|
|
Total revenues |
100 |
% |
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues for the three months ended April 30, 2022
increased $72 million, of which $62 million was from growth in
subscription services revenues. The increase in subscription
services revenues consisted of $42 million of subscription services
revenue attributable to R&D Solutions and $20 million of
subscription services revenue attributable to Commercial Solutions.
The geographic mix of subscription services revenues was 57% from
North America, 28% from Europe, and 15% from other locations,
primarily Asia Pacific, for the three months ended April 30,
2022, as compared to 56% from North America, 27% from Europe, and
17% from other locations, primarily Asia Pacific, for the three
months ended April 30, 2021.
Professional services and other revenues for the three months ended
April 30, 2022 increased $10 million. The increase was
primarily due to new customers requesting implementation and
deployment related professional services and existing customers
requesting professional services related to expanding deployments
or the deployment of newly purchased solutions. The increased
demand for professional services and the resulting increase in
professional services revenues was weighted heavily towards
implementation and deployments of our R&D Solutions. Demand for
our Veeva Business Consulting services also contributed to the
growth for the period. The geographic mix of professional services
and other revenues was 65% from North America, 28% from Europe, and
7% from Asia Pacific for the three months ended April 30,
2022, as compared to 59% from North America, 33% from Europe, and
8% from Asia Pacific for the three months ended April 30,
2021.
Over time, we expect the proportion of our total revenues from
professional services to decrease.
Costs and Expenses
Note that in response to unusual inflationary pressure and the
demand environment for skilled employees, we increased salaries for
the majority of our employees by 5% effective September 1, 2021.
Further, in light of the labor market conditions and inflationary
pressure, our compensation increases in connection with our annual
compensation review process, which took place in our fiscal quarter
ended April 30, 2022, were higher than
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
27
|
previous years. These compensation changes are likely to increase
our employee-related expenses going forward, which impact all of
the cost and expense categories discussed below.
Cost of Revenue and Gross Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
Cost of subscription services |
$ |
58,953 |
|
|
$ |
51,217 |
|
|
15% |
|
|
|
|
|
|
Cost of professional services and other |
80,562 |
|
|
64,919 |
|
|
24% |
|
|
|
|
|
|
Total cost of revenues |
$ |
139,515 |
|
|
$ |
116,136 |
|
|
20% |
|
|
|
|
|
|
Gross margin percentage: |
|
|
|
|
|
|
|
|
|
|
|
Subscription services |
85 |
% |
|
85 |
% |
|
|
|
|
|
|
|
|
Professional services and other |
21 |
% |
|
30 |
% |
|
|
|
|
|
|
|
|
Total gross margin percentage |
72 |
% |
|
73 |
% |
|
|
|
|
|
|
|
|
Gross profit |
$ |
365,587 |
|
|
$ |
317,437 |
|
|
15% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues for the three months ended April 30, 2022
increased $23 million, of which $8 million was an increase in cost
of subscription services. The increase in cost of subscription
services was primarily due to increases of $3 million in
computing infrastructure costs, which was driven by an increase in
the number of end users of our subscription services,
$2 million in employee compensation-related costs, and
$1 million in third-party contractor costs related to the
development of our data products. We expect cost of subscription
services to increase in absolute dollars in the near term due to
increased usage of our subscription services and increased data
costs related to our Veeva Compass offering.
Cost of professional services and other for the three months ended
April 30, 2022 increased $16 million, primarily due to a
$13 million increase in employee compensation-related costs
(which includes an increase of $3 million in stock-based
compensation). We expect cost of professional services and other to
increase in absolute dollars in the near term as we add personnel
to our global professional services organization and Veeva Business
Consulting, and as a result of compensation increases as part of
our continued investment in our existing employees.
Gross margin for the three months ended April 30, 2022 and
2021 was 72% and 73%, respectively. The slight decrease compared to
the prior period was due to lower gross margin for our professional
services in the quarter ended April 30, 2022, as compared to
the same period in the prior fiscal year.
Operating Expenses and Operating Margin
Operating expenses include research and development, sales and
marketing, and general and administrative expenses. As we continue
to invest in our growth through hiring, we expect operating
expenses and stock-based compensation to increase in absolute
dollars and to slightly increase as a percentage of revenue in the
future.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
Research and development |
$ |
113,475 |
|
|
$ |
83,226 |
|
|
36% |
|
|
|
|
|
|
Percentage of total revenues |
22 |
% |
|
19 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses for the three months ended
April 30, 2022 increased $30 million, primarily due to an
increase of $26 million in employee compensation-related costs
(which includes an increase of $9 million in stock-based
compensation) and an increase of $3 million in technology
infrastructure costs. The increase in employee compensation-related
costs is primarily driven by the increase in headcount and total
compensation during the period. The expansion of our headcount and
compensation increases in research and development is to support
development work for the increased number of products that we offer
or may offer in the future.
|
|
|
|
|
|
28
|
Veeva Systems Inc. | Form 10-Q |
We expect research and development expenses to increase in absolute
dollars in fiscal 2023, primarily due to compensation increases as
part of our investment in our existing employees, and continued
investment in our product offerings.
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
Sales and marketing |
76,115 |
|
|
64,610 |
|
|
18% |
|
|
|
|
|
|
Percentage of total revenues |
15 |
% |
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses for the three months ended
April 30, 2022 increased $12 million, primarily due to an
increase of $11 million in employee compensation-related costs
(which includes an increase of $5 million in stock-based
compensation). The increase in employee compensation-related costs
is primarily driven by the increase in headcount and total
compensation during the period.
We expect sales and marketing expenses to grow in absolute dollars
in the future, primarily due to employee-related expenses as we
increase our headcount to support our sales and marketing efforts
associated with our product offerings, the impact of changes to our
sales compensation plans, our continued expansion of our sales
capacity across all our solutions, and as a result of compensation
increases as part of our continued investment in our existing
employees. Additionally, we expect travel and entertainment costs
to start to increase in the fiscal year ending January 31,
2023.
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
General and administrative |
$ |
48,325 |
|
|
$ |
41,155 |
|
|
17% |
|
|
|
|
|
|
Percentage of total revenues |
10 |
% |
|
9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses for the three months ended
April 30, 2022 increased $7 million, primarily due to an
increase of $5 million in employee compensation-related costs
(which includes an increase of $1 million in stock-based
compensation) and an increase of $2 million in professional
services. The increase in employee compensation-related costs is
primarily driven by the increase in headcount and total
compensation during the period.
We expect general and administrative expenses to continue to grow
in absolute dollars in the future as a result of compensation
increases as part of our continued investment in our existing
employees, investments in our information technology
infrastructure, and third-party fees, including fees associated
with on-going litigation.
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
Other income, net |
$ |
2,709 |
|
|
$ |
4,564 |
|
|
(41)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net, for the three months ended April 30, 2022
decreased $2 million, primarily due to a decrease of $2 million in
foreign currency gains.
We continue to experience foreign currency fluctuations primarily
due to the impact resulting from the periodic re-measurement of our
foreign currency balances that are denominated in currencies other
than the functional currency of the entities in which they are
recorded. Our results of operations are subject to fluctuations due
to
|
|
|
|
|
|
Veeva Systems Inc. | Form 10-Q |
29
|
changes in foreign currency exchange rates, particularly changes in
the Euro, Japanese Yen, Canadian Dollar, British Pound Sterling,
Hungarian Forint, and Chinese Yuan. We may continue to experience
favorable or adverse foreign currency impacts due to volatility in
these currencies.
Provision for Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands) |
Income before income taxes |
$ |
130,381 |
|
|
$ |
133,010 |
|
|
(2)% |
|
|
|
|
|
|
Provision for income taxes |
$ |
30,266 |
|
|
$ |
17,443 |
|
|
74% |
|
|
|
|
|
|
Effective tax rate |
23.2 |
% |
|
13.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes differs from the tax computed at the
U.S. federal statutory income tax rate due primarily to state
taxes, tax credits, equity compensation, and foreign income subject
to taxation in the United States. Future tax rates could be
affected by changes in tax laws and regulations or by rulings in
tax related litigation, as may be applicable. We will continue to
identify and analyze other applicable changes in tax laws in the
United States and abroad.
For the three months ended April 30, 2022 and 2021, our
effective tax rates were 23.2% and 13.1%, respectively. During the
three months ended April 30, 2022 as compared to the prior
year period, our effective tax rate increased primarily due to a
reduction in excess tax benefits related to equity compensation. We
recognized excess tax benefits in our provision for income taxes of
$5 million and $17 million for the three months ended
April 30, 2022 and 2021, respectively.
Non-GAAP Financial Measures
In our public disclosures, we have provided non-GAAP measures,
which we define as financial information that has not been prepared
in accordance with generally accepted accounting principles in the
United States, or GAAP. In addition to our GAAP measures, we use
these non-GAAP financial measures internally for budgeting and
resource allocation purposes and in analyzing our financial
results.
For the reasons set forth below, we believe that excluding the
following items provides information that is helpful in
understanding our operating results, evaluating our future
prospects, comparing our financial results across accounting
periods, and comparing our financial results to our peers, many of
which provide similar non-GAAP financial measures.
•Excess
tax benefits. Excess tax benefits from employee stock plans are
dependent on previously agreed-upon equity grants to our employees,
vesting of those grants, stock price, and exercise behavior of our
employees, which can fluctuate from quarter to quarter. Because
these fluctuations are not directly related to our business
operations, we exclude excess tax benefits for our internal
management reporting processes. Our management also finds it useful
to exclude excess tax benefits when assessing the level of cash
provided by operating activities. Given the nature of the excess
tax benefits, we believe excluding it allows investors to make
meaningful comparisons between our operating cash flows from
quarter to quarter and those of other companies.
•Stock-based
compensation expenses. We exclude stock-based compensation expenses
primarily because they are non-cash expenses that we exclude from
our internal management reporting processes. We also find it useful
to exclude these expenses when we assess the appropriate level of
various operating expenses and resource allocations when budgeting,
planning, and forecasting future periods. Moreover, because of
varying available valuation methodologies, subjective assumptions
and the variety of award types that companies can use, we believe
excluding stock-based compensation expenses allows investors to
make meaningful comparisons between our recurring core business
operating results and those of other companies.
•Amortization
of purchased intangibles. We incur amortization expense for
purchased intangible assets in connection with acquisitions of
certain businesses and technologies. Amortization of intangible
assets is a non-cash expense and is inconsistent in amount and
frequency because it is significantly affected
|
|
|
|
|
|
30
|
Veeva Systems Inc. | Form 10-Q |
by the timing, size of acquisitions, and the inherent subjective
nature of purchase price allocations. Because these costs have
already been incurred and cannot be recovered, and are non-cash
expenses, we exclude these expenses for internal management
reporting processes. We also find it useful to exclude these
charges when assessing the appropriate level of various operating
expenses and resource allocations when budgeting, planning, and
forecasting future periods. Investors should note that the use of
intangible assets contributed to our revenues earned during the
periods presented and will contribute to our future period revenues
as well.
•Income
tax effects on the difference between GAAP and non-GAAP costs and
expenses. The income tax effects that are excluded relate to the
imputed tax impact on the difference between GAAP and non-GAAP
costs and expenses due to stock-based compensation and purchased
intangibles for GAAP and non-GAAP measures.
Limitations on the Use of Non-GAAP Financial Measures
There are limitations to using non-GAAP financial measures because
non-GAAP financial measures are not prepared in accordance with
GAAP and may be different from non-GAAP financial measures provided
by other companies.
The non-GAAP financial measures are limited in value because they
exclude certain items that may have a material impact upon our
reported financial results. In addition, they are subject to
inherent limitations as they reflect the exercise of judgments by
management about which items are adjusted to calculate our non-GAAP
financial measures. We compensate for these limitations by
analyzing current and future results on a GAAP basis as well as a
non-GAAP basis and also by providing GAAP measures in our public
disclosures.
Non-GAAP financial measures should not be considered in isolation
from, or as a substitute for, financial information prepared in
accordance with GAAP. We encourage investors and others to review
our financial information in its entirety, not to rely on any
single financial measure to evaluate our business, and to view our
non-GAAP financial measures in conjunction with the most directly
comparable GAAP financial measures.
The following table reconciles the specific items excluded from
GAAP metrics in the calculation of non-GAAP metrics for the periods
shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended April 30, |
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
Net cash provided by operating activities on a GAAP
basis |
481,027 |
|
|
478,385 |
|
|
|
|
|
Excess tax benefits from employee stock plans |
(4,907) |
|
|
(17,451) |
|
|
|
|
|
Net cash provided by operating activities on a non-GAAP
basis |
$ |
476,120 |
|
|
$ |
460,934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income on a GAAP basis |
$ |
127,672 |
|
|
$ |
128,446 |
|
|
|
|
|
Stock-based compensation expense |
67,134 |
|
|
48,489 |
|
|
|
|
|
Amortization of purchased intangibles |
4,746 |
|
|
4,429 |
|
|
|
|
|
Operating income on a non-GAAP basis |
$ |
199,552 |
|
|
$ |
181,364 |
|
|
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Net income on a GAAP basis |
$ |
100,115 |
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$ |
115,567 |
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Stock-based compensation expense |
67,134 |
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48,489 |
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Amortization of purchased intangibles |
4,746 |
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|
4,429 |
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Income tax effect on non-GAAP adjustments(1)
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(12,209) |
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(21,602) |
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Net income on a non-GAAP basis |
$ |
159,786 |
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$ |
146,883 |
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Diluted net income per share on a GAAP basis |
$ |
0.62 |
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|
$ |
0.71 |
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|
Stock-based compensation expense |
0.41 |
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|
0.30 |
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|
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Amortization of purchased intangibles |
0.03 |
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|
0.03 |
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|
|
Income tax effect on non-GAAP adjustments(1)
|
(0.07) |
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|
(0.13) |
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Diluted net income per share on a non-GAAP basis |
$ |
0.99 |
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$ |
0.91 |
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(1) For the three months ended April 30, 2022 and 2021, we used an
estimated annual effective non-GAAP tax rate of 21%. |
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Veeva Systems Inc. | Form 10-Q |
31
|
Liquidity and Capital Resources
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Three months ended April 30, |
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2022 |
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2021 |
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(in thousands) |
Net cash provided by operating activities |
$ |
481,027 |
|
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$ |
478,385 |
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Net cash used in investing activities |
(378,487) |
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|
(37,949) |
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Net cash provided by financing activities |
1,292 |
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|
16,805 |
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Effect of exchange rate changes on cash and cash
equivalents |
(1,874) |
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|
(2,765) |
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Net change in cash and cash equivalents |
$ |
101,958 |
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$ |
454,476 |
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Our principal sources of liquidity continue to be comprised of our
cash, cash equivalents, and short-term investments, as well as cash
flows generated from our operations. As of April 30, 2022, our
cash, cash equivalents, and short-term investments totaled $2.8
billion, of which $68 million represented cash and cash equivalents
held outside of the United States.
Our primary use of cash is payment of our operating costs, which
consist primarily of employee-related expenses, such as
compensation and benefits, investments in our information
technology infrastructure, and general operating expenses for
marketing, facilities, and overhead costs. Long-term cash
requirements for items other than normal operating expenses could
include the following: the acquisition of businesses, software
products, or technologies complementary to our business; and
capital expenditures, including the purchase and implementation of
internal-use software applications.
Our non-U.S. cash and cash equivalents have been earmarked for
indefinite reinvestment in our operations outside the United
States, except in certain designated jurisdictions that have an
immaterial impact to our financial statements. As of April 30,
2022, we have not recorded any taxes, such as withholding taxes,
associated with the foreign earnings that are indefinitely
reinvested outside of the United States. We believe our U.S.
sources of cash and liquidity are sufficient to meet our business
needs in the United States and do not expect that we will need to
repatriate additional funds we have designated as indefinitely
reinvested outside the United States. Under currently enacted tax
laws, should our plans change and we were to choose to repatriate
some or all of the funds we have designated as indefinitely
reinvested outside the United States, such amounts may be subject
to certain jurisdictional taxes.
We have financed our operations primarily through cash generated
from operations. We believe our existing cash, cash equivalents,
and short-term investments generated from operations will be
sufficient to meet our working capital and capital expenditure
needs over at least the next 12 months. Our future capital
requirements will depend on many factors including our growth rate,
subscription renewal activity, the timing and extent of spending to
support product development efforts, the expansion of sales and
marketing activities, the ongoing investments in technology
infrastructure, the introduction of new and enhanced solutions, and
the continuing market acceptance of our solutions. We may in the
future enter into arrangements to acquire or invest in
complementary businesses, services and technologies, and
intellectual property rights. We may be required to seek additional
equity or debt financing for those arrangements or for other
reasons. 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.
Cash Flows from Operating Activities
Our largest source of operating cash inflows is cash collections
from our customers for subscription services. We also generate
significant cash flows from our professional services arrangements.
The first quarter of our fiscal year is seasonally the strongest
quarter for cash inflows due to the timing of our annual
subscription billings and related collections. Our primary uses of
cash from operating activities are for employee-related
expenditures, expenses related to our computing infrastructure
(including salesforce.com and Amazon Web Services), building
infrastructure costs (including leases for office space), fees for
third-party legal counsel and accounting services, and data
acquisition costs. Note that our net income reflects the impact of
excess tax benefits related to equity compensation.
Net cash provided by operating activities was $481 million for the
three months ended April 30, 2022 compared to $478 million
provided by operating activities for the three months ended
April 30, 2021. The $3 million increase was
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32
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Veeva Systems Inc. | Form 10-Q |
primarily due to increased sales and the related cash collections.
These increases were partially offset by larger operating expenses
due to increases in headcount.
The cash flows from operating activities for the three months ended
April 30, 2022 represent a significant portion of the cash
flows from operating activities that we expect during our fiscal
year ending January 31, 2023. As a result, we expect cash flows
from operating activities to be substantially less in future
quarterly periods during this fiscal year.
Our future cash flows from operating activities may be materially
impacted as a result of the Tax Cuts and Jobs Act of 2017. The Tax
Cuts and Jobs Act of 2017 eliminates the option to deduct research
and development expenditures currently and requires taxpayers to
capitalize and amortize them over five or fifteen years. Although
Congress is considering legislation that would defer the
requirement to later years, we have no assurance that the provision
will be so deferred, repealed or otherwise modified. If the
requirement is not modified, it will materially reduce our cash
flows beginning in the second quarter of fiscal 2023.
Cash Flows from Investing Activities
The cash flows from investing activities primarily relate to cash
used for the purchase of marketable securities, net of maturities.
We also use cash to invest in capital assets to support our
growth.
Net cash used in investing activities was $378 million for the
three months ended April 30, 2022 compared to $38
million used in investment activities for the three months
ended April 30, 2021. The $341 million increase in cash used
in investing activities was mainly due to the net increase in
purchases of investments.
Cash Flows from Financing Activities
The cash flows from financing activities relate primarily to stock
option exercises and taxes paid on behalf of employees related to
the net share settlement of RSUs. In June 2021, we began funding
withholding taxes due on employee RSU awards by net share
settlement, rather than our previous approach of requiring
employees to either sell shares of our Class A common stock or pay
the withholding taxes in cash to cover taxes due upon vesting of
such awards.
Net cash provided by financing activities was $1 million for the
three months ended April 30, 2022 compared to $17 million
provided by financing activities for the three months ended
April 30, 2021.The $16 million decrease is primarily related
to $15 million of cash used to pay employee taxes related to the
net share settlement of RSUs.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in
accordance with generally accepted accounting principles in the
United States (GAAP). In the preparation of these condensed
consolidated financial statements, we are required to make
estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues, costs, and expenses and related
disclosures. On an ongoing basis, we evaluate our estimates and
assumptions. Our actual results may differ from these estimates
under different assumptions or conditions.
There have been no material changes to our critical accounting
policies and estimates during the three months ended April 30,
2022 as compared to the those disclosed in our Annual Report on
Form 10-K for the fiscal year ended January 31,
2022.
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Veeva Systems Inc. | Form 10-Q |
33
|
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
Foreign currency exchange risk
Our results of operations and cash flows are subject to
fluctuations due to changes in foreign currency exchange rates,
particularly changes in the Euro, Japanese Yen, Canadian Dollar,
British Pound Sterling, Hungarian Forint, and Chinese Yuan, and may
be adversely affected in the future due to changes in foreign
currency exchange rates. For example, changes in exchange rates
negatively affected our revenues as expressed in U.S. dollars for
the quarter ended April 30, 2022, and we expect our revenues as
expressed in U.S. dollars to be negatively affected by changes in
exchange rates for our fiscal year ending January 31, 2023 as
well.
We have experienced and will continue to experience foreign
currency fluctuations in our net income primarily due to the
periodic re-measurement of monetary account balances that are
denominated in currencies other than the functional currency of the
entities in which they are recorded. We engage in the hedging of
our foreign currency transactions as described in
note
7
of the notes to our condensed consolidated financial statements and
may, in the future, hedge selected significant transactions or net
monetary exposure positions denominated in currencies other than
the U.S. dollar. Realized and unrealized foreign currency gains,
primarily resulting from foreign currency hedges offset by the
re-measurement of monetary account balances, were immaterial for
the three months ended April 30, 2022 and $2 million for
the three months ended April 30, 2021.
Interest rate sensitivity
We had cash, cash equivalents and short-term investments totaling
$2.8 billion as of April 30, 2022. This amount was held
primarily in demand deposit accounts, money market funds, U.S.
treasury securities and agency obligations, corporate notes and
bonds, asset-backed securities, commercial paper, foreign
government bonds, and agency mortgage-backed securities. The cash
and cash equivalents are held for working capital purposes. We do
not enter into investments for trading or speculative
purposes.
Our cash equivalents and our portfolio of marketable securities are
subject to market risk due to changes in interest rates, which
could affect our results of operations. Fixed rate securities may
have their market value adversely affected due to a rise in
interest rates, while floating rate securities may produce less
income than expected if interest rates fall. Due in part to these
factors, our future investment income may fluctuate due to changes
in interest rates or we may suffer losses in principal if we are
forced to sell securities that decline in market value due to
changes in interest rates. However, because we classify our
marketable securities as “available for sale,” no gains or losses
are recognized due to changes in interest rates unless such
securities are sold prior to maturity or declines in fair value are
determined to be other-than-temporary. Our fixed-income portfolio
is subject to interest rate risk.
An immediate increase of 100-basis points in interest rates would
have resulted in a $15 million market value reduction in our
investment portfolio as of April 30, 2022. An immediate
decrease of 100-basis points in interest rates would have increased
the market value by $15 million as of April 30, 2022. This
estimate is based on a sensitivity model that measures market value
changes when changes in interest rates occur. Fluctuations in the
value of our investment securities caused by a change in interest
rates (gains or losses on the carrying value) are recorded in other
comprehensive income, and are realized only if we sell the
underlying securities.
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34
|
Veeva Systems Inc. | Form 10-Q |
ITEM 4. CONTROLS AND
PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of
our disclosure controls and procedures as of April 30, 2022.
The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended (Exchange Act), means controls and other procedures of a
company that are designed to ensure that information required to be
disclosed by a company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized, and
reported, within the time periods specified in the Securities and
Exchange Commission’s (SEC) rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the company’s management,
including its principal executive and