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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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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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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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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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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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:


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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
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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.
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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
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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
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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
Net income on a GAAP basis                                          $   100,115          $ 115,567
Stock-based compensation expense                                         67,134             48,489
Amortization of purchased intangibles                                     4,746              4,429
Income tax effect on non-GAAP adjustments(1)                            (12,209)           (21,602)
Net income on a non-GAAP basis                                      $   159,786          $ 146,883
Diluted net income per share on a GAAP basis                        $      0.62          $    0.71
Stock-based compensation expense                                           0.41               0.30
Amortization of purchased intangibles                                      0.03               0.03
Income tax effect on non-GAAP adjustments(1)                              (0.07)             (0.13)
Diluted net income per share on a non-GAAP basis                    $      0.99          $    0.91
(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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Liquidity and Capital Resources



                                                                       Three months ended April 30,
                                                                          2022                  2021

                                                                                 (in thousands)
Net cash provided by operating activities                          $       481,027          $ 478,385
Net cash used in investing activities                                     (378,487)           (37,949)
Net cash provided by financing activities                                    1,292             16,805
Effect of exchange rate changes on cash and cash equivalents                (1,874)            (2,765)
Net change in cash and cash equivalents                            $       

101,958 $ 454,476




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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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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