8-K
Doximity, Inc. (DOCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________________________________________________________________
FORM 8-K
_________________________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2023
_________________________________________________________________________________________________________________
Doximity, Inc.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________________________________________________________________________________________
| Delaware | 001-40508 | 27-2485512 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 500 3rd St.<br><br>Suite 510<br><br>San Francisco, CA 94107<br><br>(Address of principal executive offices, including zip code) | ||
| (650) 549-4330<br><br>(Registrant's telephone number, including area code) |
_______________________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A common stock, $0.001 par value per share | DOCS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.02 – Results of Operations and Financial Condition
On May 16, 2023, Doximity, Inc. (“Doximity”) issued a press release announcing its financial results for its fiscal quarter and year ended March 31, 2023. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information provided in this Item 2.02 of this Current Report on Form 8-K, and the Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 16, 2023, Doximity announced the appointment of Craig Overpeck as Senior Vice President, Commercial Operations.
Mr. Overpeck, age 50, was previously the Chief Operating Officer for P\S\L Group from October 2020 to December 2022, a company that provides medical education, medical market research, and pharmaceutical industry information globally. Prior to that, Mr. Overpeck was the founder and served as the Chief Executive Officer of Science and Medicine Group (SMG) from August 2017 to September 2020. Starting in August 2000, Mr. Overpeck was Chief Technology Officer at MDLinx which was acquired in June 2006 by M3 where he also served as Chief Operating Officer for M3 USA until May 2017; in that role, Mr. Overpeck was responsible for the creation of M3 Global Research, linking M3's physician communities around the world from Asia to Europe to North America. Mr. Overpeck attended graduate school for Biology at Villanova University and holds a B.S. in Biology and Chemistry from Ursinus College.
There are no arrangements or understandings between Mr. Overpeck and any other persons pursuant to which he was appointed as the Senior Vice President, Commercial Operations of Doximity. There are no family relationships between Mr. Overpeck and any director, executive officer or any person nominated or chosen by Doximity to become a director or executive officer. No information is required to be disclosed with respect to Mr. Overpeck pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as Senior Vice President, Commercial Operations, on April 27, 2023, we entered into an offer letter with Mr. Overpeck (the “Offer Letter”). The Offer Letter provides for his at-will employment and sets forth his initial base salary of $300,000, an initial equity grant of restricted stock units of the Company’s Class A common stock (“RSUs”) valued at $4,000,000 on the grant date, to vest quarterly over four years, and another RSU grant valued at $4,000,000 on the grant date to vest in equal amounts annually over four years based on performance goals to be established each year. In addition, Mr. Overpeck is eligible to participate in our employee benefit health and welfare plans. Mr. Overpeck also entered into Doximity’s standard form of indemnification agreement.
The foregoing description of the Offer Letter is a summary and is qualified in its entirety by the text of the agreement, which will be filed as an exhibit to Doximity’s next annual report on Form 10-K.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release entitled “Doximity Announces Fourth Quarter and Fiscal Year 2023 Financial Results and New Senior Leadership Hires" dated May 16, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 16, 2023
| DOXIMITY, INC. | |
|---|---|
| By: | /s/ Anna Bryson |
| Anna Bryson<br><br>Chief Financial Officer |
Document
Exhibit 99.1
Doximity Announces Fourth Quarter and Fiscal Year 2023 Financial Results and New Senior Leadership Hires
Q4 total revenues of $111.0 million, up 18% year-over-year
Q4 net income margin of 28% and adjusted EBITDA margin of 44%
Fiscal year 2023 total revenues of $419.1 million, up 22% year-over-year
Fiscal year 2023 net income margin of 27% and adjusted EBITDA margin of 44%
SAN FRANCISCO, Calif., May 16, 2023 -- Doximity, Inc. (NYSE: DOCS), the leading digital platform for U.S. medical professionals, today announced results of its fiscal 2023 fourth quarter and fiscal year ended March 31, 2023. The company also announced the appointment of two new senior leadership members, Craig Overpeck as SVP of commercial operations and Ben Greenberg as SVP of commercial products.
“With the public health emergency officially over, we’re proud to emerge with a record number of providers using our physician cloud in Q4 to power their scheduling, fax, e-signature, and telehealth needs,” said Jeff Tangney, co-founder and CEO at Doximity. “We’re also thrilled to welcome Craig Overpeck and Ben Greenberg to our senior leadership team, as we continue to grow and scale our commercial businesses.”
Mr. Overpeck joins Doximity with over 25 years of experience delivering digital solutions to serve and connect physicians. He served as the U.S. chief operating officer at M3 for over a decade, and spent more than 16 years as co-founder and chief technology officer at MDLinx.
Mr. Greenberg also joins Doximity with decades of experience building digital products. Most notably, he spent more than 11 years at WebMD / Medscape, where he served as vice president of mobile products and user experience.
Fiscal 2023 Fourth Quarter Financial Highlights
All comparisons, unless otherwise noted, are to the three months ended March 31, 2022.
•Revenue: Revenue of $111.0 million, versus $93.7 million, an increase of 18% year-over-year.
•Net income and non-GAAP net income: Net income of $30.7 million, versus $36.7 million, representing a margin of 27.6%, versus 39.2%. Non-GAAP net income of $42.1 million, versus $44.9 million, representing a margin of 38.0%, versus 47.9%.
•Adjusted EBITDA: Adjusted EBITDA of $48.9 million, versus $39.4 million, an increase of 24% year-over-year, representing adjusted EBITDA margins of 44.1%, versus 42.0%.
•Net income per share and non-GAAP net income per share: Diluted net income per share was $0.14, versus $0.17, while non-GAAP diluted net income per share was $0.20, versus $0.21.
•Operating cash flow and free cash flow: Operating cash flow of $46.6 million, versus $47.0 million, a decrease of 1% year-over-year, and free cash flow of $45.6 million, versus $44.9 million, an increase of 2% year-over-year.
Fiscal Year 2023 Financial Highlights
All comparisons, unless otherwise noted, are to the fiscal year ended March 31, 2022.
•Revenue: Revenue of $419.1 million, versus $343.5 million, an increase of 22% year-over-year.
•Net income and non-GAAP net income: Net income of $112.8 million, versus $154.8 million, representing a margin of 26.9%, versus 45.1%. Non-GAAP net income of $154.9 million, versus $180.6 million, representing a margin of 37.0%, versus 52.6%.
•Adjusted EBITDA: Adjusted EBITDA of $184.0 million, versus $150.3 million, an increase of 22% year-over-year, representing adjusted EBITDA margins of 43.9%, versus 43.7%.
•Net income per share and non-GAAP net income per share: Diluted net income per share was $0.53, versus $0.70, while non-GAAP diluted net income per share was $0.73, versus $0.82.
•Operating cash flow and free cash flow: Operating cash flow of $179.6 million, versus $126.6 million, an increase of 42% year-over-year, and free cash flow of $173.4 million, versus $120.9 million, an increase of 43% year-over-year.
Financial Outlook
Doximity is providing guidance for its fiscal first quarter ending June 30, 2023 as follows:
•Revenue between $106.5 million and $107.5 million.
•Adjusted EBITDA between $39.0 million and $40.0 million.
Doximity is providing guidance for its fiscal year ending March 31, 2024 as follows:
•Revenue between $500 million and $506 million.
•Adjusted EBITDA between $216 million and $222 million.
Conference Call Information
Doximity will host a webcast today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) to discuss these financial results. To listen to a live audio webcast, please visit the Company’s Investor Relations page at https://investors.doximity.com. The archived webcast will be available on the Company’s Investor Relations page shortly after the call.
About Doximity
Founded in 2010, Doximity is the leading digital platform for U.S. medical professionals. The Company's network members include over 80% of U.S. physicians across all specialties and practice areas. Doximity provides its verified clinical membership with digital tools built for medicine, enabling them to collaborate with colleagues, stay up to date with the latest medical news and research, manage their careers and on-call schedules, and conduct virtual patient visits. Doximity's mission is to help doctors be more productive so they can provide better care for their patients. For more information, visit www.doximity.com.
Forward-Looking Statements
Statements we make in this press release may include statements which are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations, or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including (i) the timing and scope of anticipated stock repurchases; (ii) the impact of uncertainty in the current economic environment and macroeconomic uncertainty, including the resurgence or resolution of the COVID-19 pandemic or other pandemics, epidemics or infectious diseases; (iii) our ability to retain existing members or add new members to our platform and maintain or grow their engagement with our platform; (iv) our ability to attract new customers or retain existing customers; (v) the impact of our prioritization of our members’ interests; (vi) breaches in our security measures or unauthorized access to members’ data; (vii) our ability to maintain or manage our growth, and other risks and factors that are beyond our control including, without limitation, those set forth in the section entitled “Risk Factors” in the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022. Additional information will be provided in our Annual Report on Form 10-K for the annual period ended March 31, 2023. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements. The forward-looking statements made in this press release relate only to management’s beliefs and assumptions as of this date. We assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investor Relations Contact:
Perry Gold
ir@doximity.com
Media Contact:
Amanda Cox
pr@doximity.com
DOXIMITY, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
| March 31, 2023 | March 31, 2022 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 158,027 | $ | 112,809 |
| Marketable securities | 682,972 | 685,304 | ||
| Accounts receivable, net | 107,047 | 81,073 | ||
| Prepaid expenses and other current assets | 22,289 | 19,439 | ||
| Deferred contract costs, current | 5,118 | 5,512 | ||
| Total current assets | 975,453 | 904,137 | ||
| Property and equipment, net | 11,279 | 8,488 | ||
| Deferred income tax assets | 34,907 | 48,558 | ||
| Operating lease right-of-use assets | 13,819 | 1,087 | ||
| Intangible assets, net | 31,836 | 7,909 | ||
| Goodwill | 67,940 | 18,915 | ||
| Other assets | 1,654 | 2,263 | ||
| Total assets | $ | 1,136,888 | $ | 991,357 |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 1,272 | $ | 463 |
| Accrued expenses and other current liabilities | 31,245 | 25,270 | ||
| Deferred revenue, current | 105,238 | 84,907 | ||
| Operating lease liabilities, current | 1,752 | 642 | ||
| Total current liabilities | 139,507 | 111,282 | ||
| Deferred revenue, non-current | 198 | 78 | ||
| Operating lease liabilities, non-current | 13,885 | 447 | ||
| Contingent earn-out consideration liability, non-current | 15,942 | — | ||
| Other liabilities, non-current | 1,240 | 956 | ||
| Total liabilities | 170,772 | 112,763 | ||
| Stockholders' Equity | ||||
| Preferred stock | — | — | ||
| Common stock | 194 | 192 | ||
| Additional paid-in capital | 762,150 | 702,589 | ||
| Accumulated other comprehensive loss | (14,083) | (15,294) | ||
| Retained earnings | 217,855 | 191,107 | ||
| Total stockholders' equity | 966,116 | 878,594 | ||
| Total liabilities and stockholders’ equity | $ | 1,136,888 | $ | 991,357 |
DOXIMITY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenue | $ | 110,966 | $ | 93,653 | $ | 419,052 | $ | 343,548 |
| Cost of revenue(1) | 13,677 | 11,765 | 53,490 | 39,787 | ||||
| Gross profit | 97,289 | 81,888 | 365,562 | 303,761 | ||||
| Operating expenses(1): | ||||||||
| Research and development | 21,541 | 17,424 | 80,186 | 62,350 | ||||
| Sales and marketing | 33,148 | 25,899 | 123,523 | 92,129 | ||||
| General and administrative | 9,759 | 10,644 | 36,745 | 35,746 | ||||
| Total operating expenses | 64,448 | 53,967 | 240,454 | 190,225 | ||||
| Income from operations | 32,841 | 27,921 | 125,108 | 113,536 | ||||
| Other income (expense), net | 3,875 | (16) | 8,048 | 469 | ||||
| Income before income taxes | 36,716 | 27,905 | 133,156 | 114,005 | ||||
| Provision for (benefit from) income taxes | 6,048 | (8,821) | 20,338 | (40,778) | ||||
| Net income | $ | 30,668 | $ | 36,726 | $ | 112,818 | $ | 154,783 |
| Undistributed earnings attributable to participating securities | — | — | — | (21,526) | ||||
| Net income attributable to Class A and Class B common stockholders, basic and diluted | $ | 30,668 | $ | 36,726 | $ | 112,818 | $ | 133,257 |
| Net income per share attributable to Class A and Class B common stockholders: | ||||||||
| Basic | $ | 0.16 | $ | 0.19 | $ | 0.58 | $ | 0.82 |
| Diluted | $ | 0.14 | $ | 0.17 | $ | 0.53 | $ | 0.70 |
| Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders: | ||||||||
| Basic | 193,829 | 191,579 | 193,176 | 163,484 | ||||
| Diluted | 212,742 | 215,862 | 213,425 | 191,017 |
(1) Costs and expenses include stock-based compensation expense as follows (in thousands):
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Cost of revenue | $ | 2,425 | $ | 2,006 | $ | 9,634 | $ | 4,979 |
| Research and development | 3,167 | 2,201 | 12,583 | 7,065 | ||||
| Sales and marketing | 5,027 | 2,533 | 16,939 | 8,108 | ||||
| General and administrative | 2,372 | 3,069 | 8,678 | 11,290 | ||||
| Total stock-based compensation expense | $ | 12,991 | $ | 9,809 | $ | 47,834 | $ | 31,442 |
DOXIMITY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 30,668 | $ | 36,726 | $ | 112,818 | $ | 154,783 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 2,708 | 1,368 | 10,283 | 5,040 | ||||
| Deferred income taxes | 3,834 | (9,275) | 13,226 | (41,247) | ||||
| Stock-based compensation, net of amounts capitalized | 12,991 | 9,809 | 47,834 | 31,442 | ||||
| Non-cash lease expense | 537 | 302 | 2,027 | 1,159 | ||||
| Amortization (accretion) of premium (discount) on marketable securities, net | (29) | 1,469 | 3,115 | 4,332 | ||||
| Loss on sale of marketable securities | — | 708 | 1,093 | 1,231 | ||||
| Amortization of deferred contract costs | 2,428 | 2,389 | 8,785 | 9,755 | ||||
| Other | 657 | 288 | 1,454 | 410 | ||||
| Changes in operating assets and liabilities, net of effect of acquisition: | ||||||||
| Accounts receivable | (32,433) | (11,439) | (26,242) | (31,017) | ||||
| Prepaid expenses and other assets | (5,372) | (2,086) | (3,448) | (9,089) | ||||
| Deferred contract costs | (2,053) | (2,937) | (8,462) | (9,609) | ||||
| Accounts payable, accrued expenses and other liabilities | (2,918) | 571 | (195) | 8,664 | ||||
| Deferred revenue | 35,625 | 19,367 | 17,527 | 1,828 | ||||
| Operating lease liabilities | (4) | (296) | (213) | (1,107) | ||||
| Net cash provided by operating activities | 46,639 | 46,964 | 179,602 | 126,575 | ||||
| Cash flows from investing activities | ||||||||
| Cash paid for acquisition | — | — | (53,500) | — | ||||
| Purchases of property and equipment | (21) | (1,060) | (1,701) | (1,912) | ||||
| Internal-use software development costs | (1,005) | (1,049) | (4,483) | (3,785) | ||||
| Purchases of marketable securities | (60,303) | (45,278) | (190,560) | (1,317,193) | ||||
| Maturities of marketable securities | 48,125 | 6,302 | 83,139 | 47,919 | ||||
| Sales of marketable securities | — | 16,864 | 107,182 | 633,802 | ||||
| Other | — | 595 | — | 595 | ||||
| Net cash used in investing activities | (13,204) | (23,626) | (59,923) | (640,574) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock upon initial public offering after deducting underwriting discounts and commissions | — | — | — | 553,905 | ||||
| Proceeds from issuance of common stock upon exercise of stock options and common stock warrants | 2,471 | 3,378 | 9,926 | 12,612 | ||||
| Proceeds from issuance of common stock in connection with the employee stock purchase plan | 2,418 | 1,395 | 4,759 | 1,395 | ||||
| Taxes paid related to net share settlement of equity awards | (1,469) | (381) | (3,822) | (817) | ||||
| Repurchase of common stock | (15,282) | — | (85,324) | (2,698) | ||||
| Payments of deferred offering costs | — | — | — | (3,982) | ||||
| Net cash provided by (used in) financing activities | (11,862) | 4,392 | (74,461) | 560,415 | ||||
| Net increase in cash and cash equivalents | 21,573 | 27,730 | 45,218 | 46,416 | ||||
| Cash and cash equivalents, beginning of period | 136,454 | 85,079 | 112,809 | 66,393 | ||||
| Cash and cash equivalents, end of period | $ | 158,027 | $ | 112,809 | $ | 158,027 | $ | 112,809 |
Non-GAAP Financial Measures
To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company uses the following non-GAAP measures of financial performance:
•Non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP net income, non-GAAP net income margin, and non-GAAP basic and diluted net income per common share: We exclude the effect of stock-based compensation expense, amortization of acquired intangible assets, change in fair value of contingent earn-out consideration liability, and expenses associated with acquisitions from non-GAAP gross profit, non-GAAP gross margin and non-GAAP operating income. Non-GAAP net income and non-GAAP net income margin are further adjusted for estimated income tax on such adjustments. We calculate income taxes on the adjustments by applying an estimated annual effective tax rate to the adjustments. Non-GAAP basic and diluted net income per common share is non-GAAP net income attributable to common stockholders divided by the weighted average number of shares. For both basic and diluted non-GAAP net income per share, the weighted average shares we use in computing non-GAAP net income per share is equal to our GAAP weighted average shares. Non-GAAP gross margin represents non-GAAP gross profit as a percentage of revenue and non-GAAP net income margin represents non-GAAP net income as a percentage of revenue.
•Adjusted EBITDA and adjusted EBITDA margin: We define adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization, and as further adjusted for acquisition and other related expenses, stock-based compensation expense, change in fair value of contingent earn-out consideration liability, and other income, net. Net income margin represents net income as a percentage of revenue and adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.
•Free cash flow: We calculate free cash flow as cash flow from operating activities less purchases of property and equipment and internal-use software development costs.
We use these non-GAAP financial measures internally for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP to non-GAAP results.
Key Business Metrics1
•Net revenue retention rate: Net revenue retention rate is calculated by taking the trailing 12-month (“TTM”) subscription-based revenue from our customers that had revenue in the prior TTM period and dividing that by the total subscription-based revenue for the prior TTM period. Our net revenue retention rate compares our subscription revenue from the same set of customers across comparable periods, and reflects customer renewals, expansion, contraction, and churn. Our net revenue retention rate is directly tied to our revenue growth rate and thus fluctuates as that growth rate fluctuates.
•Customers with trailing 12-month subscription revenue greater than $100,000 and $10 million: The number of customers with TTM subscription revenue greater than $100,000 and $10 million is a key indicator of the scale of our business, and is calculated by counting the number of customers that contributed more than $100,000 and $10 million in subscription revenue in the TTM period. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present our total customer count for historical periods reflecting these adjustments.
1 The metric excludes the impact of the AMiON acquisition, which closed on April 1, 2022, including customers of, and subscription revenue generated from, the AMiON on-call scheduling and messaging application, and the impact of such acquisition was immaterial to the periods presented.
Reconciliation of GAAP to Non-GAAP Financial Measures
The following tables reconcile the specific items excluded from GAAP metrics in the calculation of non-GAAP metrics for the periods shown below:
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (unaudited) | ||||||||||||
| (in thousands, except percentages) | ||||||||||||
| Net income | $ | 30,668 | $ | 36,726 | $ | 112,818 | $ | 154,783 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Acquisition and other related expenses | — | 254 | 30 | 254 | ||||||||
| Stock-based compensation | 12,991 | 9,809 | 47,834 | 31,442 | ||||||||
| Depreciation and amortization | 2,708 | 1,368 | 10,283 | 5,040 | ||||||||
| Provision for (benefit from) income taxes | 6,048 | (8,821) | 20,338 | (40,778) | ||||||||
| Change in fair value of contingent earn-out consideration liability | 405 | — | 728 | — | ||||||||
| Other income (expense), net | (3,875) | 16 | (8,048) | (469) | ||||||||
| Adjusted EBITDA | $ | 48,945 | $ | 39,352 | $ | 183,983 | $ | 150,272 | ||||
| Revenue | $ | 110,966 | $ | 93,653 | $ | 419,052 | $ | 343,548 | ||||
| Net income margin | 27.6 | % | 39.2 | % | 26.9 | % | 45.1 | % | ||||
| Adjusted EBITDA margin | 44.1 | % | 42.0 | % | 43.9 | % | 43.7 | % | ||||
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (unaudited) | ||||||||||||
| (in thousands) | ||||||||||||
| Net cash provided by operating activities | $ | 46,639 | $ | 46,964 | $ | 179,602 | $ | 126,575 | ||||
| Purchases of property and equipment | (21) | (1,060) | (1,701) | (1,912) | ||||||||
| Internal-use software development costs | (1,005) | (1,049) | (4,483) | (3,785) | ||||||||
| Free cash flow | $ | 45,613 | $ | 44,855 | $ | 173,418 | $ | 120,878 | ||||
| Other cash flow components: | ||||||||||||
| Net cash used in investing activities | $ | (13,204) | $ | (23,626) | $ | (59,923) | $ | (640,574) | ||||
| Net cash provided by (used in) financing activities | $ | (11,862) | $ | 4,392 | $ | (74,461) | $ | 560,415 | ||||
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (unaudited) | ||||||||||||
| (in thousands, except per share data and percentages) | ||||||||||||
| GAAP cost of revenue | $ | 13,677 | $ | 11,765 | $ | 53,490 | $ | 39,787 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Stock-based compensation | (2,425) | (2,006) | (9,634) | (4,979) | ||||||||
| Amortization of acquired intangibles | (137) | — | (548) | — | ||||||||
| Non-GAAP cost of revenue | $ | 11,115 | $ | 9,759 | $ | 43,308 | $ | 34,808 | ||||
| GAAP gross profit | $ | 97,289 | $ | 81,888 | $ | 365,562 | $ | 303,761 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Stock-based compensation | 2,425 | 2,006 | 9,634 | 4,979 | ||||||||
| Amortization of acquired intangibles | 137 | — | 548 | — | ||||||||
| Non-GAAP gross profit | $ | 99,851 | $ | 83,894 | $ | 375,744 | $ | 308,740 | ||||
| GAAP gross margin | 87.7 | % | 87.4 | % | 87.2 | % | 88.4 | % | ||||
| Non-GAAP gross margin | 90.0 | % | 89.6 | % | 89.7 | % | 89.9 | % | ||||
| GAAP research and development expense | $ | 21,541 | $ | 17,424 | $ | 80,186 | $ | 62,350 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Stock-based compensation | (3,167) | (2,201) | (12,583) | (7,065) | ||||||||
| Non-GAAP research and development expense | $ | 18,374 | $ | 15,223 | $ | 67,603 | $ | 55,285 | ||||
| GAAP sales and marketing expense | $ | 33,148 | $ | 25,899 | $ | 123,523 | $ | 92,129 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Stock-based compensation | (5,027) | (2,533) | (16,939) | (8,108) | ||||||||
| Amortization of acquired intangibles | (979) | (252) | (4,164) | (1,046) | ||||||||
| Change in fair value of contingent earn-out consideration liability | (405) | — | (728) | — | ||||||||
| Non-GAAP sales and marketing expense | $ | 26,737 | $ | 23,114 | $ | 101,692 | $ | 82,975 | ||||
| GAAP general and administrative expense | $ | 9,759 | $ | 10,644 | $ | 36,745 | $ | 35,746 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Acquisition and other related expenses | — | (254) | (30) | (254) | ||||||||
| Stock-based compensation | (2,372) | (3,069) | (8,678) | (11,290) | ||||||||
| Non-GAAP general and administrative expense | $ | 7,387 | $ | 7,321 | $ | 28,037 | $ | 24,202 | ||||
| GAAP operating expense | $ | 64,448 | $ | 53,967 | $ | 240,454 | $ | 190,225 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Acquisition and other related expenses | — | (254) | (30) | (254) | ||||||||
| Stock-based compensation | (10,566) | (7,803) | (38,200) | (26,463) | ||||||||
| Amortization of acquired intangibles | (979) | (252) | (4,164) | (1,046) | ||||||||
| Change in fair value of contingent earn-out consideration liability | (405) | — | (728) | — | ||||||||
| Non-GAAP operating expense | $ | 52,498 | $ | 45,658 | $ | 197,332 | $ | 162,462 | ||||
| Three Months Ended March 31, | Fiscal Year Ended March 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | 2023 | 2022 | |||||||||
| (unaudited) | ||||||||||||
| (in thousands, except per share data and percentages) | ||||||||||||
| GAAP operating income | $ | 32,841 | $ | 27,921 | $ | 125,108 | $ | 113,536 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Acquisition and other related expenses | — | 254 | 30 | 254 | ||||||||
| Stock-based compensation | 12,991 | 9,809 | 47,834 | 31,442 | ||||||||
| Amortization of acquired intangibles | 1,116 | 252 | 4,712 | 1,046 | ||||||||
| Change in fair value of contingent earn-out consideration liability | 405 | — | 728 | — | ||||||||
| Non-GAAP operating income | $ | 47,353 | $ | 38,236 | $ | 178,412 | $ | 146,278 | ||||
| GAAP net income | $ | 30,668 | $ | 36,726 | $ | 112,818 | $ | 154,783 | ||||
| Adjusted to exclude the following: | ||||||||||||
| Acquisition and other related expenses | — | 254 | 30 | 254 | ||||||||
| Stock-based compensation | 12,991 | 9,809 | 47,834 | 31,442 | ||||||||
| Amortization of acquired intangibles | 1,116 | 252 | 4,712 | 1,046 | ||||||||
| Change in fair value of contingent earn-out consideration liability | 405 | — | 728 | — | ||||||||
| Income tax effect of non-GAAP adjustments (1) | (3,048) | (2,166) | (11,194) | (6,876) | ||||||||
| Non-GAAP net income | $ | 42,132 | $ | 44,875 | $ | 154,928 | $ | 180,649 | ||||
| Non-GAAP net income margin | 38.0 | % | 47.9 | % | 37.0 | % | 52.6 | % | ||||
| GAAP undistributed earnings attributable to participating securities | $ | — | $ | — | $ | — | $ | (21,526) | ||||
| Impact on undistributed earnings attributable to participating securities due to non-GAAP adjustments | — | — | — | (2,616) | ||||||||
| Non-GAAP undistributed earnings attributable to participating securities | $ | — | $ | — | $ | — | $ | (24,142) | ||||
| Non-GAAP net income | $ | 42,132 | $ | 44,875 | $ | 154,928 | $ | 180,649 | ||||
| Non-GAAP undistributed earnings attributable to participating securities | — | — | — | (24,142) | ||||||||
| Non-GAAP net income attributable to Class A and Class B stockholders, basic and diluted | $ | 42,132 | $ | 44,875 | $ | 154,928 | $ | 156,507 | ||||
| Weighted-average shares used in computing net income per share attributable to Class A and Class B common stockholders: | ||||||||||||
| Basic | 193,829 | 191,579 | 193,176 | 163,484 | ||||||||
| Diluted | 212,742 | 215,862 | 213,425 | 191,017 | ||||||||
| Non-GAAP net income per share attributable to Class A and Class B stockholders: | ||||||||||||
| Basic | $ | 0.22 | $ | 0.23 | $ | 0.80 | $ | 0.96 | ||||
| Diluted | $ | 0.20 | $ | 0.21 | $ | 0.73 | $ | 0.82 |
(1) For the three months and fiscal years ended March 31, 2023 and 2022, management used an estimated annual effective non-GAAP tax rate of 21.0%.
10