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Item 1. FINANCIAL STATEMENTS.

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Item 1. FINANCIAL STATEMENTS.

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except number of shares and par value)

(Unaudited)

October 31, 2023January 31, 2023
Assets
Current assets:
Cash and cash equivalents$743,712$886,465
Short-term investments3,198,5702,216,163
Accounts receivable, net of allowance for doubtful accounts of $554 and $469, respectively255,504703,055
Unbilled accounts receivable44,83782,174
Prepaid expenses and other current assets93,13581,456
Total current assets4,335,7583,969,313
Property and equipment, net57,59749,817
Deferred costs, net19,73331,825
Lease right-of-use assets48,13955,336
Goodwill439,877439,877
Intangible assets, net67,91982,476
Deferred income taxes218,348136,697
Other long-term assets38,40138,955
Total assets$5,225,772$4,804,296
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$36,236$41,678
Accrued compensation and benefits38,43044,282
Accrued expenses and other current liabilities32,92135,306
Income tax payable6,5604,946
Deferred revenue644,463869,285
Lease liabilities9,64011,306
Total current liabilities768,2501,006,803
Deferred income taxes1,1451,492
Lease liabilities, noncurrent48,02649,670
Other long-term liabilities28,57830,079
Total liabilities845,9991,088,044
Commitments and contingencies (note 13)
Stockholders’ equity:
Class A common stock, $0.00001 par value; 810,000,000 and 800,000,000 shares authorized at October 31, 2023 and January 31, 2023, respectively, 160,965,687 and 143,693,009 issued and outstanding at October 31, 2023 and January 31, 2023, respectively(1)22
Class B common stock, $0.00001 par value; 0 and 190,000,000 shares authorized at October 31, 2023 and January 31, 2023, respectively, 0 and 14,551,598 issued and outstanding at October 31, 2023 and January 31, 2023, respectively(1)——
Additional paid-in capital1,824,2501,532,627
Accumulated other comprehensive loss(37,538)(31,129)
Retained earnings2,593,0592,214,752
Total stockholders’ equity4,379,7733,716,252
Total liabilities and stockholders’ equity$5,225,772$4,804,296
(1) Class B common stock was converted to Class A common stock on October 15, 2023. We refer to our Class A common stock as common stock. See note 11 Stockholders’ Equity.

See Notes to Condensed Consolidated Financial Statements.

4Veeva Systems Inc. | Form 10-Q

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share data)

(Unaudited)

Three months ended October 31,Nine months ended October 31,
2023202220232022
Revenues:
Subscription services$494,912$441,569$1,380,095$1,272,850
Professional services and other121,593110,782352,960318,821
Total revenues616,505552,3511,733,0551,591,671
Cost of revenues**(1)****:**
Cost of subscription services74,43565,734213,179188,722
Cost of professional services and other93,24788,173290,184256,369
Total cost of revenues167,682153,907503,363445,091
Gross profit448,823398,4441,229,6921,146,580
Operating expenses**(1)****:**
Research and development161,278130,257465,466377,740
Sales and marketing96,77393,910282,269259,642
General and administrative62,28352,873187,887159,030
Total operating expenses320,334277,040935,622796,412
Operating income128,489121,404294,070350,168
Other income, net42,18712,458111,26023,565
Income before income taxes170,676133,862405,330373,733
Income tax provision35,51825,40527,02374,560
Net income$135,158$108,457$378,307$299,173
Net income per share:
Basic$0.84$0.70$2.36$1.93
Diluted$0.83$0.67$2.32$1.84
Weighted-average shares used to compute net income per share:
Basic160,768155,392160,344154,958
Diluted163,761162,295163,129162,189
Other comprehensive income:
Net change in unrealized loss on available-for-sale investments$(2,637)$(17,499)$(6,100)$(30,722)
Net change in cumulative foreign currency translation loss(518)(808)(309)(2,962)
Comprehensive income$132,003$90,150$371,898$265,489
(1) Includes stock-based compensation as follows:
Cost of revenues:
Cost of subscription services$1,604$1,636$4,857$4,606
Cost of professional services and other12,94313,22739,88137,035
Research and development45,71137,415129,909102,139
Sales and marketing23,46023,57667,08464,500
General and administrative17,50817,33353,10948,083
Total stock-based compensation$101,226$93,187$294,840$256,363

See Notes to Condensed Consolidated Financial Statements.

Veeva Systems Inc. | Form 10-Q5

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

Three months ended October 31, 2023Three months ended October 31, 2022
Class A & B common stock**(1)**Additional paid-in capitalRetained earningsAccumulated other comprehensive lossTotal stockholders’ equityClass A & B common stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossTotal stockholders’ equity
SharesAmountSharesAmount
Balances at beginning of period160,622,618$2$1,729,123$2,457,901$(34,383)$4,152,643155,224,674$2$1,353,502$1,917,762$(27,335)$3,243,931
Issuance of common stock upon exercise of stock options149,008—13,956——13,956233,435—4,575——4,575
Issuance of common stock upon vesting of restricted stock units297,002—————263,447—————
Shares withheld related to net share settlement(102,941)—(21,003)——(21,003)(89,532)—(15,481)——(15,481)
Stock-based compensation expense——102,174——102,174——95,617——95,617
Change in other comprehensive loss————(3,155)(3,155)————(18,307)(18,307)
Net income———135,158—135,158———108,457—108,457
Balances at end of period160,965,687$2$1,824,250$2,593,059$(37,538)$4,379,773155,632,024$2$1,438,213$2,026,219$(45,642)$3,418,792
(1) Class B common stock was converted to Class A common stock on October 15, 2023. We refer to our Class A common stock as common stock. See note 11 Stockholders’ Equity.
Nine months ended October 31, 2023Nine months ended October 31, 2022
Class A & B common stock**(1)**Additional paid-in capitalRetained earningsAccumulated other comprehensive lossTotal stockholders’ equityClass A & B common stockAdditional paid-in capitalRetained earningsAccumulated other comprehensive lossTotal stockholders’ equity
SharesAmountSharesAmount
Balances at beginning of period158,244,607$2$1,532,627$2,214,752$(31,129)$3,716,252154,196,597$2$1,196,547$1,727,046$(11,958)$2,911,637
Issuance of common stock upon exercise of stock options2,170,451—52,184——52,184978,792—30,116——30,116
Issuance of common stock upon vesting of restricted stock units852,037—————702,297—————
Shares withheld related to net share settlement(301,408)—(58,579)——(58,579)(245,662)—(48,152)——(48,152)
Stock-based compensation expense——298,018——298,018——259,702——259,702
Change in other comprehensive loss————(6,409)(6,409)————(33,684)(33,684)
Net income———378,307—378,307———299,173—299,173
Balances at end of period160,965,687$2$1,824,250$2,593,059$(37,538)$4,379,773155,632,024$2$1,438,213$2,026,219$(45,642)$3,418,792
(1) Class B common stock was converted to Class A common stock on October 15, 2023. We refer to our Class A common stock as common stock. See note 11 Stockholders’ Equity.

See Notes to Condensed Consolidated Financial Statements.

6Veeva Systems Inc. | Form 10-Q

VEEVA SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three months ended October 31,Nine months ended October 31,
2023202220232022
Cash flows from operating activities
Net income$135,158$108,457$378,307$299,173
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization8,3647,15724,00021,443
Reduction of operating lease right-of-use assets2,8603,0948,8859,062
Accretion of discount on short-term investments(8,515)(1,565)(19,298)(1,016)
Stock-based compensation101,22693,187294,840256,363
Amortization of deferred costs3,5425,37812,84317,107
Deferred income taxes(33,405)(31,056)(80,132)(84,369)
Loss on foreign currency from mark-to-market derivative1,38878411,193
Bad debt expense1341,0896301,210
Changes in operating assets and liabilities:
Accounts receivable123,42869,272446,921387,066
Unbilled accounts receivable(7,296)(4,307)37,337(18,819)
Deferred costs(812)(5,376)(751)(11,876)
Prepaid expenses and other current and long-term assets(16,051)7,326(6,806)(3,750)
Accounts payable(13,556)10,002(5,502)20,663
Accrued expenses and other current liabilities(8,443)5,465(9,572)2,654
Income taxes payable(17,583)49,3231,61446,705
Deferred revenue(192,037)(174,544)(228,120)(222,013)
Operating lease liabilities27(2,624)(4,263)(7,736)
Other long-term liabilities4,1692,3751,7964,013
Net cash provided by operating activities82,598142,660853,570717,073
Cash flows from investing activities
Purchases of short-term investments(541,502)(710,833)(2,142,068)(1,716,250)
Maturities and sales of short-term investments474,088310,7131,170,881757,434
Long-term assets(5,910)(5,609)(18,461)(9,605)
Net cash used in investing activities(73,324)(405,729)(989,648)(968,421)
Cash flows from financing activities
Proceeds from exercise of common stock options13,9564,57552,18430,116
Taxes paid related to net share settlement of equity awards(20,845)(15,118)(57,888)(47,251)
Net cash used in financing activities(6,889)(10,543)(5,704)(17,135)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(1,282)(1,475)(973)(4,398)
Net change in cash, cash equivalents, and restricted cash1,103(275,087)(142,755)(272,881)
Cash, cash equivalents, and restricted cash at beginning of period745,7921,143,431889,6501,141,225
Cash, cash equivalents, and restricted cash at end of period$746,895$868,344$746,895$868,344
Cash, cash equivalents, and restricted cash at end of period:
Cash and cash equivalents$743,712$865,159$743,712$865,159
Restricted cash included in other long-term assets3,1833,1853,1833,185
Total cash, cash equivalents, and restricted cash at end of period$746,895$868,344$746,895$868,344
Supplemental disclosures of other cash flow information:
Cash paid for income taxes, net of refunds$93,590$2,936$100,856$110,708
Excess tax benefits from employee stock plans$3,275$888$68,575$5,981
Non-cash investing activities:
Changes in accounts payable and accrued expenses related to property and equipment purchases$1,146$(17)$100$(458)

See Notes to Condensed Consolidated Financial Statements.

Veeva Systems Inc. | Form 10-Q7

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. 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, 2023, filed on March 30, 2023. 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, 2023 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, 2024 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;

  • the fair value of our stock-based awards.

As future events cannot be determined with precision, actual results could differ significantly from those estimates.

8Veeva Systems Inc. | Form 10-Q

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU 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 the previous standard, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The new standard is effective for this fiscal year beginning on February 1, 2023. We adopted the new standard as of February 1, 2023 and there was no material impact to our financial statements.

Note 2. Short-Term Investments

As of October 31, 2023, short-term investments consisted of the following (in thousands):

Amortized costGross unrealized gainsGross unrealized lossesEstimated fair value
Available-for-sale securities:
Certificates of deposits$111,560$21$(98)$111,483
Asset-backed securities576,70586(6,289)570,502
Commercial paper193,9751(203)193,773
Corporate notes and bonds1,424,054344(19,026)1,405,372
Foreign government bonds32,371—(422)31,949
Municipal securities73,2176(803)72,420
U.S. agency obligations49,169—(256)48,913
U.S. treasury securities774,3974(10,243)764,158
Total available-for-sale securities$3,235,448$462$(37,340)$3,198,570

As of January 31, 2023, short-term investments consisted of the following (in thousands):

Amortized costGross unrealized gainsGross unrealized lossesEstimated fair value
Available-for-sale securities:
Certificates of deposits$37,998$31$(66)$37,963
Asset-backed securities448,081585(5,708)442,958
Commercial paper155,0978(580)154,525
Corporate notes and bonds1,224,1951,649(17,880)1,207,964
Foreign government bonds24,65413(516)24,151
U.S. agency obligations32,9954(594)32,405
U.S. treasury securities321,946265(6,014)316,197
Total available-for-sale securities$2,244,966$2,555$(31,358)$2,216,163

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):

October 31, 2023January 31, 2023
Due in one year or less$1,112,466$849,673
Due in greater than one year2,086,1041,366,490
Total$3,198,570$2,216,163

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. It is more likely than not we will hold the securities until maturity or a recovery of the cost basis.

Veeva Systems Inc. | Form 10-Q9

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 October 31, 2023 (in thousands):

12 months or lessGreater than 12 months
Fair valueGross unrealized lossesFair valueGross unrealized losses
Certificates of deposits$54,902$(98)$—$—
Asset-backed securities404,973(3,469)135,578(2,820)
Commercial paper180,899(203)——
Corporate notes and bonds923,724(11,218)363,115(7,808)
Foreign government bonds22,269(158)9,680(264)
Municipal securities56,692(547)14,214(256)
U.S. agency obligations43,946(223)4,967(33)
U.S. treasury securities542,832(5,613)218,152(4,630)

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, 2023 (in thousands):

12 months or lessGreater than 12 months
Fair valueGross unrealized lossesFair ValueGross unrealized losses
Certificates of deposits$15,934$(66)$—$—
Asset-backed securities293,854(3,219)78,279(2,489)
Commercial paper144,741(580)——
Corporate notes and bonds604,264(6,801)370,969(11,079)
Foreign government bonds11,284(126)11,827(390)
U.S. agency obligations4,941(61)24,461(533)
U.S. treasury securities210,246(3,661)63,422(2,353)

Note 3. Deferred Costs

Deferred costs, which consist of deferred sales commissions, were $20 million and $32 million as of October 31, 2023 and January 31, 2023, respectively. Amortization expense for the deferred costs included in sales and marketing expenses in the condensed consolidated statements of comprehensive income was $4 million and $13 million for the three and nine months ended October 31, 2023, respectively, and $5 million and $17 million for the three and nine months ended October 31, 2022, respectively. 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):

October 31, 2023January 31, 2023
Land$3,040$3,040
Building20,98420,984
Land improvements and building improvements22,39222,392
Equipment and computers2,2182,233
Furniture and fixtures14,00613,995
Leasehold improvements19,09918,986
Construction in progress10,988302
92,72781,932
Less accumulated depreciation(35,130)(32,115)
Total property and equipment, net$57,597$49,817
10Veeva Systems Inc. | Form 10-Q

Total depreciation expense was $1 million and $4 million for the three and nine months ended October 31, 2023, respectively, and $1 million and $5 million for the three and nine months ended October 31, 2022, respectively. Land is not depreciated.

Note 5. Goodwill and Intangible Assets

Goodwill was $440 million as of both October 31, 2023 and January 31, 2023.

The following schedule presents the details of intangible assets as of October 31, 2023 (dollar amounts in thousands):

October 31, 2023
Gross carrying amountAccumulated amortizationNetRemaining useful life (in years)
Existing technology$28,580$(19,581)$8,9992.2
Customer relationships113,157(58,869)54,2885.5
Trade name/trademarks13,900(11,260)2,6401.0
Other intangibles21,405(19,413)1,9922.4
Total intangible assets$177,042$(109,123)$67,919

The following schedule presents the details of intangible assets as of January 31, 2023 (dollar amounts in thousands):

January 31, 2023
Gross carrying amountAccumulated amortizationNetRemaining useful life (in years)
Existing technology$28,580$(16,418)$12,1622.9
Customer relationships113,157(50,293)62,8646.1
Trade name/trademarks13,900(9,285)4,6151.8
Other intangibles21,405(18,570)2,8353.0
Total intangible assets$177,042$(94,566)$82,476

Amortization expense associated with intangible assets was $5 million and $15 million for the three and nine months ended October 31, 2023, respectively, and $5 million and $15 million for the three and nine months ended October 31, 2022, respectively.

As of October 31, 2023, the estimated amortization expense for intangible assets was as follows (in thousands):

Fiscal YearEstimated amortization expense
Remaining for 2024$4,901
202518,557
202614,147
20278,922
20287,778
Thereafter13,614
Total$67,919
Veeva Systems Inc. | Form 10-Q11

Note 6. Accrued Expenses

Accrued expenses consisted of the following as of the dates shown (in thousands):

October 31, 2023January 31, 2023
Accrued commissions$4,245$11,240
Accrued bonus3,4973,484
Accrued vacation (1)7,1926,653
Payroll tax payable15,83916,229
Accrued other compensation and benefits7,6576,676
Total accrued compensation and benefits$38,430$44,282
Accrued fees payable to Salesforce, Inc.6,737$6,653
Taxes payable6,0059,197
Accrued third-party professional services subcontractors' fees1,3772,597
Other accrued expenses18,80216,859
Total accrued expenses and other current liabilities$32,921$35,306
(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.

12Veeva Systems Inc. | Form 10-Q

The following table presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2023 (in thousands):

Level 1Level 2Total
Assets
Cash equivalents:
Money market funds$150,895$—$150,895
U.S. Treasury securities—15,97815,978
Short-term investments:
Certificates of deposit—111,483111,483
Asset-backed securities—570,502570,502
Commercial paper—193,773193,773
Corporate notes and bonds—1,405,3721,405,372
Foreign government bonds—31,94931,949
Municipal securities—72,42072,420
U.S. agency obligations—48,91348,913
U.S. Treasury securities—764,158764,158
Foreign currency derivative contracts—1414
Total financial assets$150,895$3,214,562$3,365,457
Liabilities
Foreign currency derivative contracts$—$(693)$(693)
Total financial liabilities$—$(693)$(693)

The following table presents the fair value hierarchy for financial assets measured at fair value on a recurring basis as of January 31, 2023 (in thousands):

Level 1Level 2Total
Assets
Cash equivalents:
Money market funds$180,895$—$180,895
U.S. Treasury securities—22,92922,929
Corporate notes and bonds—6,6916,691
Short-term investments:
Certificates of deposit—37,96337,963
Asset-backed securities—442,958442,958
Commercial paper—154,525154,525
Corporate notes and bonds—1,207,9641,207,964
Foreign government bonds—24,15124,151
U.S. agency obligations—32,40532,405
U.S. Treasury securities—316,197316,197
Foreign currency derivative contracts—251251
Total financial assets$180,895$2,246,034$2,426,929

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-Q13

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. The realized foreign currency gains were $2 million and $4 million for the three and nine months ended October 31, 2023, respectively, and $2 million and $10 million for the three and nine months ended October 31, 2022, respectively.

The fair value of our outstanding derivative instruments is summarized below (in thousands):

October 31, 2023January 31, 2023
Notional amount of foreign currency derivative contracts$79,128$137,998
Fair value of foreign currency derivative contracts79,807137,860

Note 8. Income Taxes

For the three months ended October 31, 2023 and 2022, our effective tax rates were 20.8% and 19.0%, respectively. During the three months ended October 31, 2023, as compared to the prior year period, our effective tax rate increased primarily due to the reduced benefit from the foreign derived intangible income deduction.

For the nine months ended October 31, 2023 and 2022, our effective tax rates were 6.7% and 20.0%, respectively. During the nine months ended October 31, 2023 as compared to the prior year period, our effective tax rate decreased primarily due to the increase in excess tax benefits related to equity compensation. We recognized such excess tax benefits of $72 million and $10 million in our provision for income taxes for the nine months ended October 31, 2023 and 2022, respectively. The increase in excess tax benefits during the nine months ended October 31, 2023 was primarily due to our Chief Executive Officer’s exercise of stock options in February 2023 in connection with a previously announced plan.

Note 9. Deferred Revenue, Performance Obligations, and Unbilled Accounts Receivable

Of the beginning deferred revenue balance for the respective periods, we recognized $425 million and $745 million of subscription services revenue for the three and nine months ended October 31, 2023, respectively, and $358 million and $638 million for the three and nine months ended October 31, 2022, 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-cancellable 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 an expected duration of one year or less.

As of October 31, 2023, approximately $813 million of revenue is expected to be recognized from remaining performance obligations for subscription services contracts. We expect to recognize revenue on approximately 95% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

Unbilled Accounts Receivable

As of January 31, 2023, unbilled accounts receivable consisted of (i) a receivable of $32 million primarily for revenue recognized for professional services performed but not yet billed and (ii) a contract asset of $50 million primarily for revenue recognized from non-cancellable, multi-year orders in which fees increase annually but for which we are not contractually able to invoice until a future period.

As of October 31, 2023, unbilled accounts receivable consisted of (i) a receivable of $38 million primarily for revenue recognized for professional services performed but not yet billed and (ii) a contract asset of $7 million

14Veeva Systems Inc. | Form 10-Q

primarily related to professional services performed but for which we are not contractually able to invoice until a future period.

Since February 1, 2023, our master subscription agreements that govern multi-year orders generally include a termination for convenience right for our customers, which reduced the non-cancellable term of such orders. This resulted in a decrease to our contract asset balance from such orders. The contract asset balance from such orders was immaterial as of October 31, 2023.

Note 10. Leases

We have operating leases for some of our corporate offices. Our leases have various expiration dates through 2034, 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 each of the three and nine months ended October 31, 2023 and 2022 was immaterial.

For both the three months ended October 31, 2023 and 2022, our operating lease expense was $4 million. For both the nine months ended October 31, 2023 and 2022, our operating lease expense was $12 million.

Supplemental cash flow information related to leases was as follows (in thousands):

Nine months ended October 31,
20232022
Cash paid for operating lease liabilities$7,054$11,320
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities3,83913,937

Supplemental balance sheet information related to operating leases was as follows :

October 31, 2023January 31, 2023
Weighted Average Remaining Lease Term6.8 years6.7 years
Weighted Average Discount Rate4.4%4.2%

As of October 31, 2023, remaining maturities of operating lease liabilities are as follows (in thousands):

Fiscal Year
Remaining for 2024$1,667
202511,317
202610,583
20279,717
20289,080
Thereafter25,850
Total operating lease payments68,214
Less imputed interest(10,548)
Total operating lease liabilities$57,666
Veeva Systems Inc. | Form 10-Q15

Note 11. Stockholders’ Equity

Automatic Conversion

On October 15, 2023, all of our outstanding shares of Class B common stock automatically converted into the same number of shares of Class A common stock pursuant to the terms of our then effective Amended and Restated Certificate of Incorporation. No additional shares of Class B common stock will be issued following the conversion.

On October 16, 2023, we filed a certificate with the Secretary of State of the State of Delaware effecting the retirement and cancellation of our Class B common stock. This certificate of retirement had the additional effect of eliminating the authorized Class B shares, thereby reducing our total number of authorized shares of common stock from 1,000,000,000 to 810,000,000. On October 16, 2023, we also filed an Amended and Restated Certificate of Incorporation to reflect the conversion and remove references to Class B common stock. Accordingly, we refer to our Class A common stock as common stock. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.

As of October 31, 2023, we had 160,965,687 shares of common stock outstanding.

Stock Option Activity

A summary of stock option activity for the nine months ended October 31, 2023 is as follows:

Number of sharesWeighted average exercise priceWeighted average remaining contractual term (in years)Aggregate intrinsic value (in millions)
Options outstanding at January 31, 202311,503,409$128.625.9$705
Options granted2,461,496180.50
Options exercised(2,170,451)24.04
Options forfeited/cancelled(460,783)198.43
Options outstanding at October 31, 202311,333,671$157.076.9$527
Options vested and exercisable at October 31, 20234,805,463$124.415.4$375
Options vested and exercisable at October 31, 2023 and expected to vest thereafter11,333,671$157.076.9$527

The options granted during the nine months ended October 31, 2023 were predominantly made in connection with our annual performance review cycle. The weighted average grant-date fair value of options granted was $94.69 and $81.06 per option for the three and nine months ended October 31, 2023, respectively.

As of October 31, 2023, there was $389 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 2.4 years.

As of October 31, 2023, 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 $17 million and $343 million for the three and nine months ended October 31, 2023, respectively.

16Veeva Systems Inc. | Form 10-Q

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 October 31,Nine months ended October 31,
2023202220232022
Volatility41%39%-40%39%-41%37%-40%
Expected term (in years)6.256.256.25-76-7
Risk-free interest rate4.44%-4.73%2.90%-4.20%3.34%-4.73%1.90%-4.20%
Dividend yield—%—%—%—%

Restricted Stock Units

A summary of restricted stock unit (RSU) activity for the nine months ended October 31, 2023 is as follows:

Unreleased restricted stock unitsWeighted average grant date fair value
Balance at January 31, 20231,103,679$194.36
RSUs granted1,155,687180.69
RSUs vested(852,037)184.02
RSUs forfeited/cancelled(106,600)183.68
Balance at October 31, 20231,300,729189.86

As of October 31, 2023, there was a total of $181 million in unrecognized compensation cost related to unvested RSUs. This cost is expected to be recognized over a weighted-average period of approximately 1.5 years. The total intrinsic value of RSUs vested was $60 million and $166 million for the three and nine months ended October 31, 2023, respectively.

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.

On October 15, 2023, all of our outstanding shares of Class B common stock automatically converted into the same number of shares of Class A common stock pursuant to the terms of our then effective Amended and Restated Certificate of Incorporation. See note 11 Stockholders’ Equity for additional details related to the conversion of Class B common stock. Because shares of Class B common stock were outstanding for a portion of the three and nine months ended October 31, 2023, we have disclosed earnings per share for Class A and Class B common stock for both the three and nine months ended October 31, 2023. For the three and nine months ended October 31, 2023 and 2022, 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.

Veeva Systems Inc. | Form 10-Q17

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 October 31,Nine months ended October 31,
2023202220232022
Class AClass B**(1)**Class AClass BClass AClass B**(1)**Class AClass B
Basic
Numerator
Net income, basic$124,569$10,589$98,151$10,306$345,597$32,710$270,666$28,507
Denominator
Weighted average shares used in computing net income per share, basic148,17212,596140,62614,766146,48013,864140,19314,765
Net income per share, basic$0.84$0.84$0.70$0.70$2.36$2.36$1.93$1.93
Diluted
Numerator
Net income, basic$124,569$10,589$98,151$10,306$345,597$32,710$270,666$28,507
Reallocation as a result of conversion of Class B to Class A common stock:
Net income, basic10,589—10,306—32,710—28,507—
Reallocation of net income to Class B common stock—2,277—4,175—5,901—12,067
Net income, diluted$135,158$12,866$108,457$14,481$378,307$38,611$299,173$40,574
Denominator
Number of shares used for basic net income per share computation148,17212,596140,62614,766146,48013,864140,19314,765
Conversion of Class B to Class A common stock12,596—14,766—13,864—14,765—
Effect of potentially dilutive common shares2,9932,9936,9036,9032,7852,7857,2317,231
Weighted average shares used in computing net income per share, diluted163,76115,589162,29521,669163,12916,649162,18921,996
Net income per share, diluted$0.83$0.83$0.67$0.67$2.32$2.32$1.84$1.84
(1) Net income per share attributable to Class B common stock was determined for the relevant periods through October 15, 2023. See note 11 Stockholders’ Equity.

Potential common share equivalents excluded where the inclusion would be anti-dilutive are as follows:

Three months ended October 31,Nine months ended October 31,
2023202220232022
Options and awards6,340,2765,022,9686,615,8214,363,631

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)). In the complaint, IQVIA alleges that we used 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.

18Veeva Systems Inc. | Form 10-Q

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 expert discovery was completed in October 2023. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this lawsuit, and we are unable to make a meaningful estimate of the amount or range of gain or loss, if any, that could result from it, we believe that we have substantial defenses against IQVIA’s claims, which we intend to vigorously contest, 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 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. Fact discovery is largely complete and expert discovery was completed in October 2023.

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.

Veeva Systems Inc. | Form 10-Q19

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 or may be entitled to payment of success fees from us based on the achievement of certain outcomes. We are unable to make an estimate of any liability we may have in connection with this arrangement and accordingly have not accrued any related liability 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 amended its complaint twice, asserting the same claims with additional factual allegations, and voluntarily dismissed the Individual Defendants without prejudice. The trial began on July 11, 2022. On July 15, 2022, after four days of jury trial, the court granted Veeva’s motion for judgment as a matter of law, thereby resolving the case in favor of Veeva. Medidata moved for reconsideration of the decision on July 29, 2022, which was denied by the court on August 18, 2022. Medidata filed an appeal in the Second Circuit Court of Appeals on January 3, 2023, to which we filed our opposition on April 4, 2023 and Medidata responded on May 25, 2023. Oral argument has been set for January 11, 2024. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this appeal, 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 the court correctly decided the matter and intend to vigorously oppose Medidata's appeal.

Mednet Litigation Matter

On July 14, 2020, Mednet Solutions, Inc. filed a complaint in Minnesota state court (Mednet Solutions, Inc. v. Veeva Systems Inc. (No. 27-CV-20-9374)) against us and a Veeva employee who previously worked for Mednet. The complaint alleged that the employee improperly accessed Mednet’s computer systems after joining Veeva, in violation of his employment agreement to misappropriate Mednet’s confidential and trade secret information for our benefit. The complaint sought declaratory and injunctive relief, unspecified monetary damages, and attorneys’ fees.On December 9, 2020, the case was removed to the U.S. District Court for the District of Minnesota (No. 20-cv-2502). The complaint has been amended twice to include additional factual allegations, a claim against the employee under the federal Computer Fraud and Abuse Act, and direct claims against us for misappropriation. The matter is currently in the discovery phase of litigation and a trial date is expected to be set in June 2024 or later.

While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this litigation, 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 we have substantial defenses against Mednet’s claims and will continue to vigorously defend ourselves against them.

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.

20Veeva Systems Inc. | Form 10-Q

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 October 31,Nine months ended October 31,
2023202220232022
Subscription services
Commercial Solutions$251,167$239,276$733,921$703,356
R&D Solutions243,745202,293646,174569,494
Total subscription services$494,912$441,569$1,380,095$1,272,850
Professional services
Commercial Solutions$47,899$45,283$140,082$133,027
R&D Solutions73,69465,499212,878185,794
Total professional services$121,593$110,782$352,960$318,821
Total revenues$616,505$552,351$1,733,055$1,591,671

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 October 31,Nine months ended October 31,
2023202220232022
Revenues by geography
North America$362,381$321,860$1,022,691$925,589
Europe172,473152,951479,423441,719
Asia Pacific65,18062,621184,720181,286
Middle East, Africa, and Latin America16,47114,91946,22143,077
Total revenues$616,505$552,351$1,733,055$1,591,671

Long-lived assets by geographic area are as follows as of the periods shown below (in thousands):

October 31, 2023January 31, 2023
Long-lived assets by geography
North America$48,092$42,003
Europe7,3125,336
Asia Pacific913963
Middle East, Africa, and Latin America1,2801,515
Total long-lived assets$57,597$49,817
Veeva Systems Inc. | Form 10-Q21

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