SEC Filing | 8x8, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


			FORM			10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 001-38312

https://cdn.kscope.io/eab7b9b79b9d5e6434c063d069f5076e-eght-20221231_g1.jpg

8x8, INC.

(Exact name of Registrant as Specified in its Charter)


Delaware			77-0142404
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number)

675 Creekside Way

Campbell, CA 95008

(Address of principal executive offices)

(408) 727-1885

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
COMMON STOCK, PAR VALUE $.001 PER SHARE	EGHT	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant's Common Stock outstanding as of January 31, 2023 was 113,048,025.

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8X8, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2022


			Page
Forward-Looking Statements and Risk Factors			2
PART I. FINANCIAL INFORMATION			4
Item 1. Financial Statements (unaudited):			4
Condensed Consolidated Balance Sheets			4
Condensed Consolidated Statements of Operations			5
Condensed Consolidated Statements of Comprehensive Loss			6
Condensed Consolidated Statements of Stockholders' Equity			7
Condensed Consolidated Statements of Cash Flows			8
Notes to Unaudited Condensed Consolidated Financial Statements			1 1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			31
Item 4. Controls and Procedures			31
PART II. OTHER INFORMATION			32
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3. Defaults Upon Senior Securities			34
Item 4. Mine Safety Disclosures			34
Item 5. Other Information			34
Item 6. Exhibits			35
Signature			36

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Forward-Looking Statements and Risk Factors

Statements contained in this quarterly report on Form 10-Q, or this "Quarterly Report", regarding our expectations, beliefs, estimates, intentions or strategies are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 ( the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as "may," "will," "should," "estimates," "predicts," "potential," "continue," "strategy," "believes," "anticipates," "plans," "expects," "intends," and similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding: industry trends; our number of customers; service revenue; cost of service revenue; research and development expenses; whether we will increase research and development spending relative to fiscal 2022; reducing unit costs and improving gross profit margin, or driving sustainable growth and increasing profitability and cash flow; new debt and interest expense; hiring of employees; sales and marketing expenses; general and administrative expenses in future periods; the impact of the COVID-19 pandemic; and the impact of foreign currency exchange rate and interest rate fluctuations. You should not place undue reliance on these forward-looking statements. Actual results and trends may differ materially from historical results and those projected in any such forward-looking statements depending on a variety of factors. These factors include, but are not limited to:

•the impact of economic downturns on us and our customers, including the impacts of the COVID-19 pandemic;

•the impact of cost increases and general inflationary pressures, as well as supply chain shortages and disruptions, on our operating expenses;

•risks related to our new secured term loan due 2027 and new convertible senior notes due 2028, including the impact of increased interest expense and timing of any future repayments or refinancing on our stock price;

•customer cancellations and rate of customer churn;

•ongoing volatility and conflict in the political and economic environment, including the impact of Russia’s invasion of Ukraine and any macro-economic impact that may have;

•customer acceptance and demand for our new and existing cloud communication and collaboration services and features, including voice, contact center, video, messaging, and communication application programming interfaces ("APIs");

•competitive market pressures, and any changes in the competitive dynamics of the markets in which we compete;

•the quality and reliability of our services;

•our ability to scale our business;

•customer acquisition costs;

•our reliance on a network of channel partners to provide substantial new customer demand;

•timing and extent of improvements in operating results from increased spending in marketing, sales, and research and development;

•the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining existing employees;

•our reliance on infrastructure of third-party network service providers;

•risk of failure in our physical infrastructure;

•risk of defects or bugs in our software;

•risk of cybersecurity breaches;

•our ability to maintain the compatibility of our software with third-party applications and mobile platforms;

•continued compliance with industry standards and regulatory and privacy requirements, globally;

•introduction and adoption of our cloud software solutions in markets outside of the United States;

•risks that any reduction in spending may not achieve the desired result or may result in a reduction in revenue;

•risks relating to the acquisition and integration of businesses we have acquired or may acquire in the future, including most recently, Fuze, Inc.;

•risks related to the fluctuations in the value of the United States Dollar and other currencies that underlie our business transactions;

•risks related to our remaining convertible senior notes due 2024 and the related capped call transactions, including the timing of any future repayment; and

•potential future intellectual property infringement claims and other litigation that could adversely impact our business and operating results.

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Please refer to the "Risk Factors" section of our annual report on Form 10-K for the fiscal year ended March 31, 2022 (the "Form 10-K"), as modified by the "Risk Factors" section of this Quarterly Report, and subsequent Securities and Exchange Commission ("SEC") filings for additional factors that could materially affect our financial performance. All forward-looking statements included in this Quarterly Report are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in this Quarterly Report, which attempts to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Our fiscal year ends on March 31 of each calendar year. Each reference to a fiscal year in this Quarterly Report refers to the fiscal year ended March 31 of the calendar year indicated (for example, fiscal 2023 refers to the fiscal year ended March 31, 2023). Unless the context requires otherwise, references to "we," "us," "our," "8x8," and the "Company" refer to 8x8, Inc. and its consolidated subsidiaries.

All dollar amounts within this Quarterly Report are in thousands of United States Dollars ("dollars") unless otherwise noted.

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PART I. Financial Information

ITEM 1. Financial Statements

8X8, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	December 31, 2022		March 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	92,960	$	91,205
Restricted cash, current	511		8,691
Short-term investments	37,445		44,845
Accounts receivable, net	53,811		57,400
Deferred sales commission costs, current	37,401		35,482
Other current assets	32,449		37,999
Total current assets	254,577		275,622
Property and equipment, net	60,915		79,016
Operating lease, right-of-use assets	55,269		63,415
Intangible assets, net	112,236		128,213
Goodwill	265,578		266,867
Restricted cash, non-current	818		818
Long-term investments	—		2,671
Deferred sales commission costs, non-current	70,530		75,668
Other assets, non-current	16,184		17,978
Total assets	$	836,107	$	910,268

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	40,632	$	49,721
Accrued compensation	29,797		36,319
Accrued taxes	31,079		32,573
Operating lease liabilities, current	12,537		15,485
Deferred revenue, current	34,207		34,262
Other accrued liabilities	16,517		23,167
Total current liabilities	164,769		191,527
Operating lease liabilities, non-current	68,358		74,518
Convertible senior notes	264,443		447,452
Term loan	231,202		—
Deferred revenue, non-current	10,480		11,430
Other liabilities, non-current	6,828		2,975
Total liabilities	746,080		727,902
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred stock			—
Common stock	113		118
Additional paid-in capital	888,123		956,599
Accumulated other comprehensive loss	(14,731)		(7,913)
Accumulated deficit	(783,478)		(766,438)
Total stockholders' equity	90,027		182,366
Total liabilities and stockholders' equity	$	836,107	$	910,268

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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8X8, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands except per share amounts)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Service revenue	$	175,765	$	149,396	$	533,482	$	429,568
Other revenue	8,635		7,478		25,927		27,190
Total revenue	184,400		156,874		559,409		456,758
Operating expenses:
Cost of service revenue	47,335		48,763		151,920		141,971
Cost of other revenue	10,176		11,071		34,302		37,086
Research and development	38,791		27,911		109,765		81,801
Sales and marketing	79,021		76,797		243,035		229,438
General and administrative	27,158		29,950		90,212		80,064
Total operating expenses	202,481		194,492		629,234		570,360
Loss from operations	(18,081)		(37,618)		(69,825)		(113,602)
Other income (expense), net	(7,912)		(5,866)		7,154		(15,623)
Loss before provision for income taxes	(25,993)		(43,484)		(62,671)		(129,225)
Provision for income taxes	37		87		1,041		576
Net loss	$	(26,030)	$	(43,571)	$	(63,712)	$	(129,801)

Net loss per share:
Basic and diluted	$	(0.23)	$	(0.38)	$	(0.55)	$	(1.16)
Weighted average number of shares:
Basic and diluted	113,201		113,510		116,298		111,960


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Interest expense	$	(7,607)	$	(486)	$	(13,115)	$	(1,359)
Amortization of debt discount and issuance costs	(1,136)		(4,925)		(3,136)		(13,389)
Gain (loss) on warrants remeasurement	(771)		—		522		—
Gain on debt extinguishment	2,144		—		18,250		—
Gain (loss) on sale of assets	1,757		(5)		1,826		(5)
Gain (loss) on foreign exchange	(2,616)		(493)		1,984		(747)
Other income (expense)	317		43		823		(123)
Other income (expense), net	$	(7,912)	$	(5,866)	$	7,154	$	(15,623)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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8X8, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited, in thousands)


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Net loss	$	(26,030)	$	(43,571)	$	(63,712)	$	(129,801)
Other comprehensive income (loss), net of tax
Unrealized loss on investments in securities	(31)		(63)		(130)		(111)
Foreign currency translation adjustment	10,244		895		(6,688)		(971)
Comprehensive loss	$	(15,817)	$	(42,739)	$	(70,530)	$	(130,883)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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8X8, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited, in thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Shares	Amount
Balance at March 31, 2022	117,863	$	118	$	956,599	$	(7,913)	$	(766,438)	$	182,366
Adjustment related to adoption of ASU 2020-06	—	—		(92,832)		—		46,672		(46,160)
Issuance of common stock under stock plans, less withholding	1,796	2		63		—		—		65
Stock-based compensation expense	—	—		31,807		—		—		31,807
Unrealized investment loss	—	—		—		(94)		—		(94)
Foreign currency translation adjustment	—	—		(35)		(8,384)		—		(8,419)
Net loss	—	—		—		—		(26,043)		(26,043)
Balance at June 30, 2022	119,659	$	120	$	895,602	$	(16,391)	$	(745,809)	$	133,522
Issuance of common stock under stock plans, less withholding	1,047	1		(1)		—		—		—
ESPP share issuance	419	—		1,648		—		—		1,648
Stock-based compensation expense	—	—		24,936		—		—		24,936
Shares repurchase	(10,695)	(11)		(60,203)		—		—		(60,214)
Shares issued for debt issuance	1,015	1		5,081		—		—		5,082
Unrealized investment loss	—	—		—		(5)		—		(5)
Foreign currency translation adjustment	—	—		—		(8,548)		—		(8,548)
Net loss	—	—		—		—		(11,639)		(11,639)
Balance at September 30, 2022	111,445	$	111	$	867,063	$	(24,944)	$	(757,448)	$	84,782
Issuance of common stock under stock plans, less withholding	1,390	2		(1)		—		—		1
Stock-based compensation expense	—	—		21,061		—		—		21,061

Unrealized investment loss	—	—		—		(31)		—		(31)
Foreign currency translation adjustment	—	—		—		10,244		—		10,244
Net loss	—	—		—		—		(26,030)		(26,030)
Balance at December 31, 2022	112,834	$	113	$	888,123	$	(14,731)	$	(783,478)	$	90,027

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
	Shares	Amount
Balance at March 31, 2021	109,135	$	109	$	755,643	$	(4,193)	$	(591,055)	$	160,504
Issuance of common stock under stock plans, less withholding	1,562	2		3,438		—		—		3,440
Stock-based compensation expense	—	—		36,508		—		—		36,508
Unrealized investment loss	—	—		—		(33)		—		(33)
Foreign currency translation adjustment	—	—		—		283		—		283
Net loss	—	—		—		—		(43,906)		(43,906)
Balance at June 30, 2021	110,697	$	111	$	795,589	$	(3,943)	$	(634,961)	$	156,796
Issuance of common stock under stock plans, less withholding	2,721	$	2	$	6,758	$	—	$	—	$	6,760
Stock-based compensation expense	—	—		33,483		—		—		33,483
Issuance of common stock related to acquisition	(1)	—		—		—		—		—
Unrealized investment loss	—	—		—		(15)		—		(15)
Foreign currency translation adjustment	—	—		—		(2,149)		—		(2,149)
Net loss	—	—		—		—		(42,324)		(42,324)
Balance at September 30, 2021	113,416	$	113	$	835,830	$	(6,107)	$	(677,285)	$	152,551
Issuance of common stock under stock plans	1,279	1		126		—		—		127
Stock-based compensation expense	—	—		36,611		—		—		36,611
Issuance of common stock related to acquisition	(2)	—		—		—		—		—
Share Repurchase	(2,340)	(2)		(29,375)		—		—		(29,377)
Unrealized investment gain (loss)	—	—		—		(63)		—		(63)
Foreign currency translation adjustment	—	—		—		895		—		895
Net loss	—	—		—		—		(43,571)		(43,571)
Balance at December 31, 2021	112,353	$	112	$	843,192	$	(5,275)	$	(720,856)	$	117,173

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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8X8, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Nine Months Ended December 31,
	2022		2021
Cash flows from operating activities:
Net loss	$	(63,712)	$	(129,801)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	8,056		8,488
Amortization of intangible assets	15,954		3,630
Amortization of capitalized internal-use software costs	16,397		21,968
Impairment of capitalized software	3,729		—
Amortization of debt discount and issuance costs	3,136		13,780
Amortization of deferred sales commission costs	28,533		25,603
Allowance for credit losses	1,984		748
Operating lease expense, net of accretion	8,667		10,162
Stock-based compensation expense	73,516		106,159
Gain on debt extinguishment	(18,250)		—
Gain on remeasurement of warrants	(522)		—
Impairment of right-of-use assets	2,424		—
Gain on sale of assets	(1,826)		—
Other	(65)		1,305
Changes in assets and liabilities:
Accounts receivable	(236)		1,553
Deferred sales commission costs	(23,473)		(34,685)
Other current and non-current assets	4,715		476
Accounts payable and accruals	(22,858)		(13,210)
Deferred revenue	(1,005)		1,978

Net cash provided by operating activities	35,164		18,154

Cash flows from investing activities:
Purchases of property and equipment	(2,685)		(2,915)
Proceeds from sale of intangible assets	1,000		—
Capitalized internal-use software costs	(6,768)		(15,582)
Purchases of investments	(42,899)		(65,141)
Sales of investments	8,296		11,799
Proceeds from maturities of investments	44,739		41,717
Acquisition of businesses, net of cash acquired	(1,250)		—
Net cash provided by (used in) investing activities	433		(30,122)

Cash flows from financing activities:
Finance lease payments	—		(12)
Tax-related withholding of common stock	—		(310)
Proceeds from issuance of common stock under employee stock plans	1,710		10,637
Net proceeds from term loan	234,015		—
Repayment and exchange of convertible senior notes	(211,786)		—
Repurchase of common stock	(60,214)		(44,976)
Net proceeds from issuance of convertible senior notes	—		134,620
Net cash provided by (used in) financing activities	(36,275)		99,959
Effect of exchange rate changes on cash	(5,747)		(170)
Net increase (decrease) in cash, cash equivalents and restricted cash	(6,425)		87,821
Cash, cash equivalents and restricted cash, beginning of year	100,714		121,172
Cash, cash equivalents and restricted cash, end of year	94,289		208,993

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Supplemental and non-cash disclosures:


	Nine Months Ended December 31,
	2022		2021





Income taxes paid	$	1,518	$	1,032
Interest paid	$	9,063	$	906
Warrants issued in connection with term loan	$	5,915	$	—
Shares issued in connection with term loan and convertible senior notes	$	5,082	$	—

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:


	As of December 31,
	2022		2021
Cash and cash equivalents	$	92,960	$	200,352
Restricted cash, current	511		8,179
Restricted cash, non-current	818		462
Total cash, cash equivalents and restricted cash	$	94,289	$	208,993

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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8X8, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

8x8, Inc. ("8x8" or the "Company") was incorporated in California in February 1987 and was reincorporated in Delaware in December 1996. The Company trades under the symbol "EGHT" on the Nasdaq Global Select Market.

The Company is a leading Software-as-a-Service ("SaaS") provider of contact center, voice, video, chat, and enterprise-class API solutions powered by one global cloud communications platform. 8x8 empowers workforces worldwide by connecting individuals and teams so they can collaborate faster and work smarter from anywhere. 8x8 provides real-time business analytics and intelligence, giving its customers unique insights across all interactions and channels on its platform, so they can support a distributed and hybrid working model while delighting their end-customers and accelerating their business. A majority of all revenue is generated from communication services subscriptions and platform usage. The Company also generates revenue from sales of hardware and professional services, which are complementary to the delivery of its integrated technology platform.

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and disclosures normally included in the Company's annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements as of and for the fiscal year ended March 31, 2022 and notes thereto included in the Form 10-K. There were no material changes during the three and nine months ended December 31, 2022 to the Company's significant accounting policies as described in the Form 10-K.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company conducts its operations through one reportable segment.

In the opinion of the Company's management, these condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending March 31, 2023.

All dollar amounts herein are in thousands of United States Dollars ("dollars") unless otherwise noted.

USE OF ESTIMATES

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and equity, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to current expected credit losses, returns reserve for expected cancellations, fair value of and/or potential impairment of goodwill and intangible assets, capitalized internal-use software costs, benefit period for deferred commissions, stock-based compensation, incremental borrowing rate used to calculate operating lease liabilities, income and sales tax liabilities, convertible senior notes fair value, litigation, and other contingencies. The Company bases its estimates on known facts and circumstances, historical experience, and various other assumptions. Actual results could differ from those estimates under different assumptions or conditions.

OUT OF PERIOD ADJUSTMENTS

During the nine months ended December 31, 2022, the Company recorded out of period adjustments of approximately $2.5 million, including $1.3 million in subscription revenue related to two contracts with customers which was deferred in previous years, and $1.2 million of excess amounts reserved against bad debt during the fourth quarter of fiscal 2022. The impact of these adjustments was a $1.3 million increase in service revenue and decrease in contract assets and a $1.2 million decrease in provision for bad debts and reduction in reserves.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Effective April 1, 2022, the Company adopted ASU 2020-06 using a modified retrospective approach. Adoption of the new standard resulted in a decrease to accumulated deficit of $46.7 million, a decrease to additional paid-in capital of $92.8 million, and an increase to convertible senior notes, net of $46.2 million.

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In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and in January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which refines the scope of Topic 848 and clarifies some of its guidance. Effective April 1, 2022, the Company adopted ASU 2020-04 on a prospective basis. The impact of the adoption was immaterial to the Company's consolidated financial statements.

Other recent accounting pronouncements that may be applicable to the Company are not expected to have a material impact on its present or future financial statements.

2. REVENUE RECOGNITION

Disaggregation of Revenue

The Company disaggregates its revenue by geographic region. See Note 12. Geographical Information.

Contract Balances

The following table provides amounts of receivables, contract assets, and deferred revenue from contracts with customers:


	December 31, 2022		March 31, 2022
Accounts receivable, net	$	53,811	$	57,400
Contract assets, current	12,392		10,514
Contract assets, non-current	11,060		15,171
Deferred revenue, current	34,207		34,262
Deferred revenue, non-current	10,480		11,430

Contract assets, current, contract assets, non-current, deferred revenue, current and deferred revenue, non-current are recorded on the Condensed Consolidated Balance Sheets in Other current assets, Other assets, and Other liabilities, non-current, respectively.

During the nine months ended December 31, 2022, the Company recognized revenues of approximately $31.5 million that were included in deferred revenue at the beginning of the fiscal year.

Remaining Performance Obligations

The Company's subscription terms typically range from one to five years. Contract revenue from the remaining performance obligations that had not yet been recognized as of December 31, 2022 was approximately $750.0 million. This amount excludes contracts with an original expected length of less than one year. The Company expects to recognize revenue on approximately 80% of the remaining performance obligations over the next 36 months and approximately 20% over the remainder of the contract period.

For purposes of this disclosure, the Company excludes contracts with an original expected length of less than one year. Since the new and renewal contracts entered into with customers are generally for terms of one year or longer, updating this disclosure to include contracts with a term of one year or more presents a more appropriate measure of the Company's remaining performance obligations.

Deferred Sales Commission Costs

Amortization of deferred sales commission costs for the three and nine months ended December 31, 2022 was $9.7 million and $28.5 million, respectively. Amortization of deferred sales commission costs for the three and nine months ended December 31, 2021 was $8.7 million and $25.6 million, respectively. There were no material write-offs during the three and nine months ended December 31, 2022 and 2021.

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3. FAIR VALUE MEASUREMENTS

Cash, cash equivalents, and available-for-sale investments were as follows:


As of December 31, 2022	Amortized Costs		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value		Cash and Cash Equivalents		Restricted Cash (Current & Non-current)		Short-Term Investments		Long-Term Investments
Cash	$	89,158	$	—	$	—	$	89,158	$	89,158	$	—	$	—	$	—
Level 1:
Money market funds	359		—		—		359		359		—		—		—
Treasury securities	3,514		—		(2)		3,512		—		—		3,512		—
Subtotal	93,031		—		(2)		93,029		89,517		—		3,512		—
Level 2:
Certificate of deposit	1,329		—		—		1,329		—		1,329		—		—
Commercial paper	18,826		—		(11)		18,815		3,443				15,372		—
Corporate debt	18,659				(98)		18,561						18,561		—
Subtotal	38,814		—		(109)		38,705		3,443		1,329		33,933		—
Total assets	$	131,845	$	—	$	(111)	$	131,734	$	92,960	$	1,329	$	37,445	$	—


As of March 31, 2022	Amortized Costs		Gross Unrealized Gain		Gross Unrealized Loss		Estimated Fair Value		Cash and Cash Equivalents		Restricted Cash (Current & Non-current)		Short-Term Investments		Long-Term Investments
Cash	$	70,095	$	—	$	—	$	70,095	$	70,095	$	—	$	—	$	—
Level 1:
Money market funds	12,865		—		—		12,865		12,865		—		—		—
Treasury securities	4,573		—		(7)		4,566		—		—		4,566		—
Subtotal	87,533		—		(7)		87,526		82,960		—		4,566		—
Level 2:
Certificate of deposit	9,509		—		—		9,509		—		9,509		—		—
Commercial paper	23,950		—		(34)		23,916		800		—		16,471		—
Corporate debt	27,442		—		(163)		27,279		7,445		—		23,808		2,671
Subtotal	60,901		—		(197)		60,704		8,245		9,509		40,279		2,671
Total assets	$	148,434	$	—	$	(204)	$	148,230	$	91,205	$	9,509	$	44,845	$	2,671

Certificate of deposit represents the Company's letters of credit securing leases for office facilities, the balance of which is included in Restricted cash, current and Restricted cash, non-current on the Company's Consolidated Balance Sheet.

The Company considers its investments available to support its current operations and has classified investments in debt securities as available-for-sale securities. The Company does not intend to sell any of its investments that are in unrealized loss positions and, as of December 31, 2022, has determined that it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis.

The Company regularly reviews the changes to the rating of its securities at the individual security level by rating agencies and reasonably monitors the surrounding economic conditions to assess the risk of expected credit losses. As of December 31, 2022, the Company did not record any allowance for credit losses on its investments.

As of December 31, 2022 and March 31, 2022, the estimated fair value of the Company's Notes was $242.5 million and $470.5 million, respectively, which was determined based on the closing price for the Notes on the last trading day of the reporting period and is considered to be Level 2 in the fair value hierarchy due to limited trading activity of the Notes. See Note 8, Convertible Senior Notes, Term Loan and Capped Calls.

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The following table presents additional information about valuation techniques and inputs used for the Warrants (See Note 8, Convertible Senior Notes, Term Loan and Capped Calls) that are measured at fair value and categorized within Level 3 as of December 31, 2022 (fair value amounts in thousands):

Fair Value

Valuation Technique

Unobservable Inputs

Inputs value

Warrants

$5,393

Black-Scholes option-pricing model

Stock volatility

60.5

Risk-free rate

4.0

Expected term

4.6 years

As of December 31, 2022 and March 31, 2022, the estimated fair value of the Company's 2024 Notes was $61.3 million and $470.5 million, respectively. As of December 31, 2022, the estimated fair value of the Company’s 2028 Notes (refer to Note 8, Convertible Senior Notes, Term Loan and Capped Calls) was $181.2 million. The fair value of the 2024 Notes and 2028 Notes was determined based on the closing price for the 2024 Notes and 2028 Notes, respectively, on the last trading day of the reporting period and is considered to be Level 2 in the fair value hierarchy due to limited trading activity of the 2024 Notes and 2028 Notes. As of December 31, 2022, the estimated fair value of the Company’s Term Loan was $224.3 million. The fair value of the Company’s Term Loan was estimated based on the quoted market prices for the same issues or on the current rates offered for debt of similar remaining maturities.

4. PROPERTY AND EQUIPMENT, NET

During the three and nine months ended December 31, 2022, the Company wrote off certain internally developed software with a net book value of $3.7 million.

5. INTANGIBLE ASSETS AND GOODWILL

The carrying value of intangible assets consisted of the following:


	December 31, 2022						March 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Technology	$	46,457	$	(26,239)	$	20,218	$	46,727	$	(19,852)	$	26,875
Customer relationships	105,829		(13,836)		91,993		105,827		(4,889)		100,938
Trade names and domains	583		(558)		25		583		(183)		400

Total acquired identifiable intangible assets	$	152,869	$	(40,633)	$	112,236	$	153,137	$	(24,924)	$	128,213

As of December 31, 2022, the weighted average remaining useful life for technology, customer relationships, and trade names and domains was 2.6 years, 8.0 years, and 0.3 years, respectively; and the annual amortization of intangible assets, based upon existing intangible assets and current useful lives, is estimated to be as follows:


	Amount
2023	$	5,124
2024	20,395
2025	19,095
2026	13,895
2027	11,757
Thereafter	41,970
Total	$	112,236

During the three months ended December 31, 2022, the Company sold certain intangible assets with a net book value of $23,000 for $1.8 million. The gain of approximately $1.8 million was recorded as Other income in the Statement of Operations and includes $0.3 million to be received as future services.

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The following table provides a summary of the changes in the carrying amounts of goodwill:


	Amount
Balance at March 31, 2022	$	266,867

Adjustments related to Fuze acquisition	(754)
Foreign currency translation	(535)
Balance at December 31, 2022	$	265,578

6. LEASES

Operating Leases

The following table provides balance sheet information related to operating leases:


	December 31, 2022		March 31, 2022
Assets
Operating lease, right-of-use assets	$	55,269	$	63,415

Liabilities
Operating lease liabilities, current	$	12,537	$	15,485
Operating lease liabilities, non-current	68,358		74,518
Total operating lease liabilities	$	80,895	$	90,003

The components of lease expense were as follows:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Operating lease expense	2,742		$	3,367	8,667		$	10,162
Variable lease expense	1,445		$	759	4,525		$	2,266
Cash outflows from operating leases	$	4,767	$	4,218	$	14,272	$	12,672

Short-term lease expense was immaterial during the three months ended December 31, 2022 and 2021.

The following table presents supplemental lease information:

December 31, 2022

March 31, 2022

Weighted average remaining lease term

7.1 years

7.4 years

Weighted average discount rate

4.0%

The following table presents maturity of lease liabilities under the Company's non-cancellable operating leases as of December 31, 2022:


2023	$	4,709
2024	14,225
2025	13,077
2026	11,978
2027	10,695
Thereafter	38,659
Total lease payments	93,343
Less: imputed interest	(12,448)
Present value of lease liabilities	$	80,895

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7. COMMITMENTS AND CONTINGENCIES

Indemnifications

In the normal course of business, the Company may agree to indemnify other parties, including customers, lessors, and parties to other transactions with the Company with respect to certain matters, such as breaches of representations or covenants or intellectual property infringement or other claims made by third parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors.

It is not possible to determine the maximum potential amount of the Company's exposure under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements have not had a material impact on the Company's operating results, financial position, or cash flows. Under some of these agreements, however, the Company's potential indemnification liability may not have a contractual limit.

Operating Leases

The Company's lease obligations consist of the Company's principal facility and various leased facilities under operating lease agreements. See Note 6. Leases for more information on the Company's leases and the future minimum lease payments.

Purchase Obligations

The Company's purchase obligations include contracts with third-party customer support vendors and third-party network service providers. These contracts include minimum monthly commitments and the requirements to maintain the service level for several months.

Legal Proceedings

The Company may be involved in various claims, lawsuits, investigations, and other legal proceedings, including intellectual property, commercial, regulatory compliance, securities, and employment matters that arise in the normal course of business. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. The Company regularly evaluates current information to determine whether any accruals should be adjusted and whether new accruals are required. Actual claims could settle or be adjudicated against the Company in the future for materially different amounts than the Company has accrued due to the inherently unpredictable nature of litigation. Legal costs are expensed as incurred.

The Company believes it has recorded adequate provisions for any such lawsuits and claims and proceedings as of December 31, 2022. The Company believes that damage amounts claimed in these matters are not meaningful indicators of potential liability. Some of the matters pending against the Company involve potential compensatory, punitive, or treble damage claims or sanctions, that, if granted, could require the Company to pay damages or make other expenditures in amounts that could have a material adverse effect on its Consolidated Financial Statements. Given the inherent uncertainties of litigation, the ultimate outcome of the ongoing matters described herein cannot be predicted, and the Company believes it has valid defenses with respect to the legal matters pending against it. Nevertheless, the Consolidated Financial Statements could be materially adversely affected in a particular period by the resolution of one or more of these contingencies.

Wage and Hour Litigation. On September 21, 2020, the Company received a copy of a letter filed by a former employee, Plaintiff Denise Rivas, with the California Labor and Workforce Development Agency (“LWDA”) providing notice of the Plaintiff’s intent to bring a Private Attorney General Act (“PAGA”) claim, on behalf of the Company’s non-exempt employees based in California, for alleged California wage and hour practices violations. On September 25, 2020, the Plaintiff filed a separate class action complaint (the “Class Complaint”) in Santa Clara County Superior Court against the Company in which she alleges 10 causes of action, on behalf of herself and all of the Company’s non-exempt employees based in California for the last four years, related to violations of California state wage and hour practices and the federal Fair Credit Reporting Act. The Class Complaint was served on the Company on September 29, 2020. On October 28, 2020, the Company filed a general denial of all claims and asserted various affirmative defenses. On October 29, 2020, the Company removed the matter to Federal Court. On December 1, 2020, Plaintiff filed a companion PAGA lawsuit complaint (the “PAGA Complaint”) in Santa Clara County Superior Court against the Company, in which she alleges 6 violations of California state wage and hour practices for all of the Company's current and former non-exempt employees based in California from September 16, 2019 to the present. The PAGA Complaint was served on the Company on December 11, 2020. On January 26, 2021, the Company filed a general denial of all claims and asserted various affirmative defenses to the PAGA Complaint. Both actions were scheduled for a joint mediation in September 2021, and discovery was stayed in both actions pending completion of the mediation. A joint mediation for both actions was held in September 2021 and the parties reached a preliminary settlement of all claims, which was finalized on November 23, 2021. The parties have remanded the Class Complaint matter to Santa Clara County Superior Court in order to consolidate the matter with the PAGA Complaint matter for court approval and administration of the settlement. Plaintiff has filed an unopposed motion for preliminary approval of the settlement on May 17, 2022, and the court issued an order preliminarily approving the settlement on June 13, 2022. The parties gathered and provided class list information to the administrator for administration of the settlement, and the administrator issued notifications to class members in August 2022. Plaintiff filed an unopposed motion for final approval of the settlement on October 12, 2022, and the court issued its order granting final approval on November 4, 2022. On January

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17, 2023, the Company deposited the total settlement amounts due with the settlement administrator, which will disburse the funds in accordance with the settlement agreement. The Court has set a deadline of May 22, 2023 for Plaintiff’s counsel and the settlement administrator to submit a summary accounting of distributions, and the Court has scheduled a compliance hearing on June 1, 2023.

State and Local Taxes and Surcharges

From time to time, the Company has received inquiries from a number of state and local taxing agencies with respect to the remittance of sales, use, telecommunications, excise, and income taxes. Several jurisdictions currently are conducting tax audits of the Company's records. The Company collects or has accrued for taxes that it believes are required to be remitted. The amounts that have been remitted have historically been within the accruals established by the Company. The Company adjusts its accrual when facts relating to specific exposures warrant such adjustment. During the second quarter of fiscal 2019, the Company conducted a periodic review of the taxability of its services and determined that certain services may be subject to sales, use, telecommunications or other similar indirect taxes in certain jurisdictions. A similar review was performed on the taxability of services provided by Fuze, Inc., and it was determined that certain services may be subject to sales, use, telecommunications or other similar indirect taxes in certain jurisdictions. Accordingly, the Company recorded contingent indirect tax liabilities. As of December 31, 2022 and March 31, 2022, the Company had accrued contingent indirect tax liabilities of $16.2 million and $16.7 million, respectively.

8. CONVERTIBLE SENIOR NOTES, TERM LOAN AND CAPPED CALLS

2024 Notes

In February 2019, the Company issued $287.5 million aggregate principal amount of 0.50% convertible senior notes (the "Initial 2024 Notes") due 2024 in a private placement, including the exercise in full of the initial purchasers' option to purchase additional notes. The total net proceeds from the debt offering, after deducting initial purchase discounts, debt issuance costs, and costs of the capped call transactions described below, were approximately $245.8 million.

In November 2019, the Company issued an additional $75.0 million aggregate principal amount of 0.50% convertible senior notes (the "First Additional 2024 Notes") due 2024 in a registered offering under the same indenture as the Initial 2024 Notes. The total net proceeds from the First Additional 2024 Notes, after deducting underwriting discounts, debt issuance costs, and costs of the capped call transactions described below, were approximately $64.6 million.

In December 2021, the Company issued an additional $137.5 million aggregate principal amount of its currently outstanding 0.50% convertible senior notes (the "Second Additional 2024 Notes", and together with the Initial 2024 Notes and the First Additional 2024 Notes, the "2024 Notes") due 2024 in a private placement under the same indenture as the Initial 2024 Notes and the First Additional 2024 Notes. The total net proceeds from the Second Additional 2024 Notes, after deducting initial purchase discounts and debt issuance costs, were approximately $134.3 million. The Company did not enter into any capped calls in connection with this transaction. Both the First Additional 2024 Notes and Second Additional 2024 Notes constitute a further issuance of, and form a single series with, the Initial 2024 Notes. Immediately after giving effect to the issuance of the Second Additional 2024 Notes, the Company had $500.0 million aggregate principal amount of convertible senior notes. For details on the net carrying amount and fair value of the liability component of the 2024 Notes, as well as the interest expense recognized related to the 2024 Notes, see the section entitled “Exchange Transaction and 2028 Notes” below.

The 2024 Notes are senior unsecured obligations of the Company and interest is payable semiannually in arrears on February 1 and August 1 of each year, beginning on August 1, 2019. The Notes will mature on February 1, 2024, unless earlier repurchased, redeemed, or converted.

Each $1,000 principal amount of the 2024 Notes is initially convertible into 38.9484 shares of the Company’s common stock, par value $0.001, which is equivalent to an initial conversion price of approximately $25.68 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of certain corporate events that occur prior to the maturity date or following the Company's issuance of a notice of redemption, in each case as described in the Indenture, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Notes in connection with such a corporate event or during the relevant redemption period.

Prior to the close of business on the business day immediately preceding October 1, 2023, the 2024 Notes will be convertible only under the following circumstances:

1.At any time during any calendar quarter commencing after the fiscal quarter ending on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

2.During the five business day period immediately after any ten consecutive trading day period (the measurement period), if the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock on each such trading day and the conversion rate on each such trading day;

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3.If the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

4.Upon the occurrence of specified corporate events (as set forth in the indenture governing the 2024 Notes).

On or after October 1, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, regardless of the foregoing circumstances. Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at the Company's election. The Company’s current intent is to settle the principal amount of the 2024 Notes in cash upon conversion. During the three months ended December 31, 2022, the conditions allowing holders of the 2024 Notes to convert were not met.

Under the terms of the 2024 Notes, the Company could not redeem the Notes prior to February 4, 2022. On or after February 4, 2022, the Company may redeem for cash all or part of the 2024 Notes at the redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice. If a fundamental change (as defined in the indenture governing the notes) occurs at any time, holders of 2024 Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, but excluding, the fundamental change repurchase date.

The 2024 Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company.

Prior to April 1, 2022, the Company accounted for the 2024 Notes as separate liability and equity components. On issuance, the carrying amount of the equity components was recorded as a debt discount and subsequently amortized to interest expense. Effective April 1, 2022, the Company adopted ASU 2020-06 using a modified retrospective approach. As a result, the 2024 Notes are accounted for as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. Adoption of the new standard resulted in a decrease to accumulated deficit of $46.7 million, a decrease to additional paid-in capital of $92.8 million and an increase to convertible senior notes, net of $46.2 million. The 2024 Notes have no original issuance discounts. Unamortized debt discount and issuance costs will be amortized over the remaining life of the 2024 Notes, which is approximately 13 months.

Capped Calls

In connection with the pricing of the Initial 2024 Notes and the First Additional 2024 Notes, the Company entered into privately negotiated capped call transactions (the "Capped Calls") with certain counterparties. The Capped Calls each have an initial strike price of approximately $25.68 per share, subject to certain adjustments, which correspond to the initial conversion price of the Initial 2024 Notes and the First Additional 2024 Notes. The Capped Calls have initial cap prices of $39.50 per share, subject to certain adjustments. The Capped Calls are expected to partially offset the potential dilution to the Company’s Common Stock upon any conversion of the Initial 2024 Notes and the First Additional 2024 Notes, with such offset subject to a cap based on the cap price. The Capped Calls cover, subject to anti-dilution adjustments, approximately 14.1 million shares of the Company’s Common Stock. The Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including merger events, tender offers, and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings, and hedging disruptions. For accounting purposes, the Capped Calls are separate transactions and are not part of the terms of the Initial 2024 Notes and the First Additional 2024 Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The Capped Calls will not be remeasured as long as they continue to meet the conditions for equity classification.

Term Loan and Warrants

On August 10, 2022, the Company borrowed $250.0 million in a senior secured term loan facility (the “Term Loan”) under a term loan credit agreement (the “Credit Agreement”) entered into on August 3, 2022 with Wilmington Savings Fund Society, FSB, as administrative agent, and certain affiliates of Francisco Partners (“FP”), with aggregate debt issuance costs and discount of approximately $20.0 million. The Term Loan matures on August 3, 2027 and will initially bear interest at an annual rate equal to the term Standard Overnight Financing Rate ("Term SOFR") (which will be subject to a floor of 1.00% and a credit spread adjustment of 0.10%), plus a margin of 6.50%.

The obligations under the Credit Agreement will be guaranteed by the Company’s wholly-owned subsidiaries, subject to certain customary exceptions, and secured by a perfected security interest in substantially all of the Company’s tangible and intangible assets, as well as substantially all of the tangible and intangible assets of the guarantors.

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Mandatory prepayments of the Term Loan are required to be made upon the occurrence of certain events, including, without limitation, (i) sales of certain assets, (ii) receipt of certain casualty and condemnation awards proceeds, and (iii) the incurrence of non-permitted indebtedness, subject to certain thresholds and reinvestment rights. Voluntary prepayments are permitted at any time, subject to certain prepayment premiums.

The Credit Agreement contains a minimum adjusted cash Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) financial covenant, a minimum liquidity covenant and a maximum secured leverage ratio financial covenant and contains affirmative and negative covenants customary for transactions of this type, including limitations with respect to indebtedness, liens, investments, dividends, disposition of assets, change in business, and transactions with affiliates.

The Company used the proceeds from the issuance of the Term Loan to fund the cash portion of an exchange of the Company’s approximately $403.8 million principal amount of the 2024 Notes for cash plus approximately $201.9 million of the 2028 Notes (defined below), and the concurrent repurchase of approximately $60 million of the Company’s common stock with the counterparties to such exchange.

The debt discount and debt issuance costs are approximately $5.6 million, of which $2.8 million was paid in the form of shares of the Company's common stock, and are amortized to interest expense over the term of the Term Loan at an effective interest rate of 11.0%. Contractual interest expenses of $5.4 million and $8.8 million, and $0.8 million and $1.2 million in amortization of the debt discount and debt issuance costs, were related to the Term Loan and recorded for the three and nine months ended December 31, 2022, respectively.

In connection with the Credit Agreement, the Company issued detachable warrants (the “Warrants”) to affiliates of FP to purchase an aggregate of 3.1 million shares of the Company’s common stock with a five-year term and an exercise price of $7.15 per share (subject to adjustment) that represents a 27.5% premium over the closing price per share of the Company’s common stock on August 3, 2022. The Warrants are classified as liabilities as the Warrants contain certain terms that could result in cash settlement as a result of events outside of the Company’s control. Accordingly, the Company recognizes the Warrants as liabilities at fair value initially and adjusts the Warrants to fair value at each reporting period. The fair value of the Warrants was $5.9 million upon issuance, and $5.4 million at December 31, 2022, and was recorded within Other liabilities, non-current on the condensed consolidated balance sheets with a corresponding debt discount recorded against the Term Loan. The subsequent changes in fair value were recorded through Other income (expense), net on the Company’s condensed consolidated statement of operations.

The following table presents the net carrying amount of the Term Loan:


	December 31, 2022
Principal	$	250,000
Unamortized debt discount and issuance costs	(18,798)
Net carrying amount	$	231,202

Interest expense recognized related to the Term Loans was as follows:


	Three Months Ended December 31,		Nine Months Ended December 31,
	2022		2022
Contractual interest expense	$	5,432	$	8,835
Amortization of debt discount and issuance costs	788		1,221
Total interest expense	$	6,220	$	10,056

Exchange Transaction and 2028 Notes

Exchange Transaction

On August 11, 2022, the Company issued approximately $201.9 million aggregate principal amount of its 4.00% convertible senior notes due 2028 (the “2028 Notes”), pursuant to an indenture, dated as of August 11, 2022 (the “2028 Notes Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).

The Company used the proceeds from the issuance of the 2028 Notes, together with approximately $181.8 million in cash consideration from borrowing of the Term Loan, in exchange for approximately $403.8 million aggregate principal amount of the Company’s outstanding 2024 Notes pursuant to privately negotiated agreements (the “Exchange Agreements”) with a limited number of existing holders of the 2024 Notes (the “Exchange Transaction”). In connection with the Exchange Transaction, the Company purchased an aggregate of approximately $60 million of the Company’s common stock in privately negotiated transactions from existing holders of the 2024 Notes who participated in the Exchange Transaction.

The Exchange Transaction was treated as a debt extinguishment. The difference between the consideration used to extinguish the 2024 Notes and the carrying value of the 2024 Notes (including unamortized debt discount and issuance costs) subject to the Exchange Transaction resulted in an extinguishment gain of $16.1 million recorded through Other income (expense), net on the Company’s condensed consolidated statement of operations.

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The Capped Calls were not modified or settled as part of the Exchange Transaction and continue to be classified in stockholders' equity as long as they continue to meet the conditions for equity classification.

2028 Notes

As part of the Exchange Transaction, the Company issued $201.9 million aggregate principal amount of the 2028 Notes, with debt issuance costs of approximately $5.6 million, of which 50% was paid in the form of shares of the Company's common stock.

The 2028 Notes are senior obligations of the Company that accrue interest, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2023. The 2028 Notes will mature on February 1, 2028, unless earlier converted, redeemed or repurchased. The initial conversion rate is 139.8064 shares of the Company’s common stock per $1,000 principal amount of the 2028 Notes (equivalent to an initial conversion price of approximately $7.15 per share), subject to customary adjustments. The 2028 Notes can be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s stock, at the Company’s election.

Prior to the close of business on the business day immediately preceding November 15, 2027, the 2028 Notes will be convertible only under the following circumstances:

1.At any time during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2022 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

2.During the five business day period immediately after any five consecutive trading day period (the measurement period), if the trading price per $1,000 principal amount of the 2028 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;

3.If the Company calls any or all of the 2028 Notes for redemption prior to the close of business on the business day immediately preceding November 15, 2027; or

4.Upon the occurrence of specified corporate events (as set forth in the 2028 Notes Indenture).

On or after November 15, 2027, holders of the 2028 Notes may convert their 2028 Notes at their option at any time until the close of business on the second Scheduled Trading Day immediately preceding the maturity date.

Under the terms of the 2028 Notes, the Company cannot redeem the 2028 Notes prior to August 6, 2025. On or after August 6, 2025, the Company may, at its option, redeem for cash all or any portion of the 2028 Notes at a redemption price equal to 100% of the principal amount, plus accrued unpaid interest, only upon the satisfaction of certain conditions and during certain periods, including if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice.

If a fundamental change (as defined in the 2028 Notes Indenture) occurs at any time prior to February 1, 2028, holders of 2028 Notes may require the Company to repurchase for cash all or any portion of their 2028 Notes at a repurchase price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, in connection with certain corporate events or if the Company issues a notice of redemption, a fundamental change will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2028 Notes in connection with such corporate event or during the relevant redemption period.

The 2028 Notes Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or holders of no less than 25% in aggregate principal amount of the 2028 Notes then outstanding may declare the entire principal amount of all the 2028 Notes, and the interest accrued on such 2028 Notes, if any, to become immediately due and payable. Upon events of default in connection with specified bankruptcy events involving the Company, the 2028 Notes will become due and payable immediately.

The debt discount and debt issuance costs are amortized to interest expense over the term of the 2028 Notes at an effective interest rate of 6.1% .

Interest expense recognized related to the 2028 Notes was as follows:


	Three Months Ended December 31, 2022		Nine Months Ended December 31, 2022
Contractual interest expense	$	2,037	$	3,181
Amortization of debt discount and issuance costs	247		350
Total interest expense	$	2,284	$	3,531

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The following table presents the net carrying amount of the 2028 Notes:


	December 31, 2022
Principal	$	201,914
Unamortized debt discount and issuance costs	(5,291)
Net carrying amount	$	196,623

Repayment of 2024 Notes

In addition to the Exchange Transaction, the Company completed two repurchases of the 2024 Notes in the second and third quarter of fiscal 2023 for a total of approximately $27.8 million in aggregate principal amount.

In the second quarter, on September 28, 2022, the Company repurchased an aggregate principal amount of $6.0 million of the 2024 Notes through a privately negotiated transaction with one of the remaining 2024 Notes holders for an aggregate purchase price of $5.3 million. The aggregate purchase price was paid in cash and only partially settled the outstanding 2024 Notes with the holder; accordingly, the repurchase consideration was accounted for as a debt modification with no extinguishment gain or loss.

In the third quarter, on December 9, 2022, the Company repurchased an aggregate principal amount of $21.8 million of the 2024 Notes through privately negotiated transactions with two of the remaining 2024 Notes holders for an aggregate purchase price of $20.1 million in cash. The repurchase consideration was accounted for as a debt extinguishment, resulting in a $2.1 million gain.

The following table presents the net carrying amount and fair value of the liability component of the 2024 Notes:


	December 31, 2022		March 31, 2022
Principal	$	68,339	$	500,000
Unamortized debt discount(1) and issuance costs	(519)		(52,548)
Net carrying amount	$	67,820	$	447,452

(1) The debt discount as of March 31, 2022 represents the discount resulting from the allocation of the equity component (conversion option) from the liability component of the 2024 Notes, net of issuance premium, prior to the adoption of ASU 2020-06 on April 1, 2022. Upon the adoption of ASU 2020-06, the equity component was reversed. As a result, the December 31, 2022 debt discount represents only the issuance premium.

The debt discount and debt issuance costs are amortized to interest expense over the term of the 2024 Notes at an effective interest rate of 1.2%.

Interest expense recognized related to the 2024 Notes was as follows:


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Contractual interest expense	139		$	486	$	1,099	$	1,359
Amortization of debt discount and issuance costs	101		4,925		$	1,565	13,389
Total interest expense	$	240	$	5,411	$	2,664	$	14,748

9. STOCK-BASED COMPENSATION AND STOCKHOLDERS' EQUITY

In July 2022, the Company's board of directors and the majority of the Company's stockholders approved increasing the number of authorized shares of the Company’s common stock from 200,000,000 authorized shares to 300,000,000 authorized shares. The additional shares of common stock authorized have rights identical to the Company’s outstanding common stock.

2022 Equity Incentive Plan

On May 26, 2022, the Company's board of directors approved the 2022 Equity Incentive Plan (the "2022 Plan"). The Company's stockholders subsequently adopted the 2022 Plan on July 12, 2022. The Company reserved 8.0 million shares of the Company's common stock for issuance under the 2022 Plan plus the number of shares subject to awards that were outstanding under the 2012 Plan as of 12:01 a.m. Pacific Time on June 22, 2022 (the “Prior Plan Expiration Time”), to the extent that, after the Prior Plan Expiration Time, such shares would have recycled back to the 2012 Plan (as defined below) in connection with the awards’ expiration, termination, cancellation, forfeiture, or repurchase, as described further below, and in each case, subject to adjustment upon certain changes in the Company’s capitalization. The 2022 Plan provides for the granting of incentive stock options to employees and non-statutory stock options to employees, directors or consultants, and granting of stock appreciation rights, restricted stock, restricted stock units and performance units, qualified performance-based awards, and stock grants. The stock option price of incentive stock options granted cannot be less than the fair market value on the effective date of the grant. Options, restricted stock, and restricted stock units generally vest over three or four years and expire ten years after the grant. As of December 31, 2022, 6.7 million shares remained available for future grants under the 2022 Plan.

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2012 Equity Incentive Plan

In June 2012, the Company's board of directors approved the 2012 Equity Incentive Plan (the "2012 Plan"). The Company's stockholders subsequently adopted the 2012 Plan in July 2012, which became effective in August 2012. The 2012 Plan expired on June 22, 2022.

2017 New Employee Inducement Incentive Plan

For details on the 2017 New Employee Inducement Incentive Plan (the "2017 Plan"), please refer to the Form 10-K. No grants were made under the 2017 Plan during the three months ended December 31, 2022. As of December 31, 2022, 1.4 million shares remained available for future grants under the 2017 Plan.

Stock-Based Compensation

The following table presents stock-based compensation expense (dollars in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Cost of service revenue	$	2,137	$	2,293	$	7,237	$	6,606
Cost of other revenue	893		1,233		2,929		3,507
Research and development	7,139		8,472		22,894		26,628
Sales and marketing	6,582		11,626		21,498		38,676
General and administrative	4,330		10,113		18,958		30,742
Total	$	21,081	$	33,737	$	73,516	$	106,159

Stock Options

The following table presents the stock option activity (shares in thousands):


	Number of Shares	Weighted Average Exercise Price Per Share
Outstanding at March 31, 2022	867	$	10.67

Exercised	(11)	5.87
Canceled/Forfeited	(158)	10.97
Outstanding at December 31, 2022	698	$	10.68

Vested and expected to vest December 31, 2022	698	$	10.68
Exercisable at December 31, 2022	698	$	10.68

The total intrinsic value of options exercised in the nine months ended December 31, 2022 and 2021 was $40,000 and $14.0 million respectively.

As of December 31, 2022, there was no unrecognized compensation cost related to stock options.

The Company did not grant any stock options during the nine months ended December 31, 2022 and 2021.

The fair value of each of the Company's option grants has been estimated on the date of grant using the Black-Scholes pricing model.

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Stock Purchase Rights

There were no activities related to stock purchase rights during the three months ended December 31, 2022 and 2021.

As of December 31, 2022, there was no unrecognized compensation cost related to stock purchase rights.

Restricted Stock Units

The following table presents the RSU activity (shares in thousands):


	Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (in Years)
Balance at March 31, 2022	9,375	$	20.41	2.11
Granted	13,096	5.71
Vested and released	(4,118)	19.91
Forfeited	(2,926)	13.67
Balance at December 31, 2022	15,427	$	9.35	2.03

As of December 31, 2022, there was $93.4 million of total unrecognized compensation cost related to RSUs.

Performance Stock Units

PSUs are issued to a group of executives with vesting that is contingent on both market performance and continued service. The PSUs generally vest over periods ranging from one to three years based on Total Shareholder Return ("TSR"), as measured relative to specified market indices during the period from grant date through vesting date. A 2x multiplier will be applied for each percentage point of positive or negative relative TSR, such that the number of shares of common stock earned will increase or decrease by 2% of the target number of shares, subject to a maximum of 200% of the target number of shares. In the event that the Company’s relative TSR performance is less than negative 30%, relative to the specified index, no shares will be earned for the applicable performance period. All PSU awards vest at the end of the respective performance periods, for those executives with continued service.

The following table presents the PSU activity (shares in thousands):


	Number of Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (in Years)
Balance at March 31, 2022	1,026	$	35.36	0.89
Granted	877	7.31
Granted for performance achievement1	—
Vested and released	(128)	25.65
Forfeited	(921)	31.56
Balance at December 31, 2022	854	$	12.11	1.67

1 Represents additional PSUs awarded as a result of the achievement of performance goals above the performance targets established at grant.

Total unrecognized compensation cost related to PSUs was $10.6 million at December 31, 2022.

Employee Stock Purchase Plan ("ESPP")

As of December 31, 2022, there was approximately $2.1 million of unrecognized compensation cost related to employee stock purchases. This cost is expected to be recognized over a weighted average period of 0.3 years. In July 2022, the Company added 3.6 million shares to the ESPP for future issuances, and as of December 31, 2022, a total of 2.5 million shares were available for issuance under the ESPP.

Stock Repurchases

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In August 2022, the Company repurchased in privately negotiated transactions with a limited number of holders 10,695,000 shares of its common stock for approximately $60 million. There were no stock repurchases during the nine months ended December 31, 2021.

Stock Issuance

On August 11, 2022, the Company issued 1,015,024 shares of the Company’s common stock to settle its financial advisory fee for services provided in connection with Exchange Transaction and the issuance of the Term Loan and Warrants. The fair value of the shares was allocated to the Exchange Transaction as third-party costs and the issuance of Term Loan and Warrants as debt issuance costs based on a systematic and rational approach.

10. INCOME TAXES

The Company's effective tax rate was (0.1)% and (0.2)% for the three months ended December 31, 2022 and 2021, respectively; and was (1.7)% and (0.4)% for the nine months ended December 31, 2022 and 2021, respectively. The difference in the effective tax rate and the U.S. federal statutory rate was primarily due to the full valuation allowance the Company maintains against its deferred tax assets and driven by current tax liabilities of profitable foreign subsidiaries and state minimum taxes in the United States. The effective tax rate is calculated by dividing the Provision for income taxes by the Loss before provision for income taxes.

11. NET LOSS PER SHARE

The following is a reconciliation of the weighted average number of common shares outstanding used in calculating basic and diluted net loss per share (dollars in thousands, except per share data):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
Net loss	$	(26,030)	$	(43,571)	$	(63,712)	$	(129,801)
Weighted average common shares outstanding - basic and diluted (in thousands)	113,201		113,510		116,298		111,960

Net loss per share - basic and diluted	$	(0.23)	$	(0.38)	$	(0.55)	$	(1.16)

The following potentially dilutive common shares were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive (shares in thousands):


	Three Months Ended December 31,
	2022	2021
Stock options	698	1,097
Restricted stock units and Performance stock units	16,281	9,192
Potential shares attributable to the ESPP	2,487	564

Total anti-dilutive shares	19,466	10,853

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12. GEOGRAPHICAL INFORMATION

The following tables set forth the geographic information for each period (dollars in thousands):


	Three Months Ended December 31,				Nine Months Ended December 31,
	2022		2021		2022		2021
United States	$	133,891	$	106,849	$	406,543	$	315,114
International	50,509		50,025		152,866		141,644
Total revenue	$	184,400	$	156,874	$	559,409	$	456,758


	Property and Equipment as of
	December 31, 2022		March 31, 2022
United States	$	56,998	$	73,967
International	3,917		5,049
Total property and equipment, net	$	60,915	$	79,016

13. ACQUISITIONS

Fuze

On January 18, 2022, the Company acquired 100% of the outstanding shares of common stock of Fuze, Inc. for a total consideration of $213.8 million, which consisted of $132.9 million in cash and $80.9 million in shares of common stock of the Company (based on $15.48 closing price of the Company's stock on January 18, 2022), of which approximately $1.3 million in cash and up to 1,153,523 shares were held back as part of the merger agreement, and 346,053 shares were held back (pursuant to indemnity obligations) and reserved for later issuance. Subsequently, in May 2022, the approximately $1.3 million in cash held back was released as part of the working capital adjustment. The results of Fuze, Inc.’s operations have been included in the Company's consolidated financial statements, including revenue for the three and nine months ended December 31, 2022.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. As discussed in the section titled “Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this Quarterly Report, particularly those set forth under the section entitled "Risk Factors" in the Form 10-K.

OVERVIEW

We are a leading SaaS provider of voice, video, contact center, and communication APIs powered by a global cloud communications platform. From our proprietary cloud technology platform, organizations across all their locations and employees have access to unified communications, team collaboration, video conferencing, contact center, data and analytics, communication APIs, and other services, enabling them to be more productive and responsive to their customers.

Our customers range from small businesses to large enterprises and their users are spread across more than 180 countries. In recent years, we have increased our focus on the mid-market and enterprise customer sectors.

We have a portfolio of cloud-based offerings that are subscription-based, made available at different rates, varying by the specific functionalities, services, and number of users. We generate service revenue from communications services subscriptions and platform usage. We generate other revenue from professional services and the sale of office phones and other hardware equipment. We define a “customer” as one or more legal entities to which we provide services pursuant to a single contractual arrangement. In some cases, we may have multiple billing relationships with a single customer (for example, where we establish separate billing accounts for a parent company and each of its subsidiaries).

Our flagship service is our 8x8 XCaaS platform, which is a unified, cloud-based technology platform that includes a range of enterprise-grade Unified Communications-as-a-Service (UCaaS) and Contact Center-as-a-Service (CCaaS) solutions. Our

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customers purchase service plans with increasing functionality designated as X1, X2, etc., through X8, based on the specific communication needs and customer engagement profile of each user. Because XCaaS serves as a single integration framework for communications across an organization, customers can reduce costs associated with provisioning and management, increase customization based on use cases, and ensure compliance with security and data privacy requirements on a global scale. XCaaS also includes integrations with more than 50 third party applications, including Microsoft Teams.

In January 2022, we acquired Fuze, Inc., a competitor in UCaaS for the enterprise, for approximately $213.8 million in stock and cash. The acquisition of Fuze, Inc. increased our installed base of enterprise customers and accelerated innovation on the XCaaS platform.

SUMMARY AND OUTLOOK

In the third quarter of fiscal 2023, our total revenue grew $27.5 million, or approximately 18% year-over-year, to $184.4 million. Excluding $26.5 million of revenue from the Fuze customer base, our total revenue increased approximately 1% for the three months ended December 31, 2022. During the nine months ended December 31, 2022, our total revenue grew $102.7 million, or approximately 22% year-over-year, to $559.4 million. Excluding $84.4 million of revenue from the Fuze customer base, our total revenue increased 4% for the nine months ended December 31, 2022.

As part of our long-term strategy to increase profitability and cash flow, we continue to focus on reducing the cost of delivering our services and improving our operating efficiency, while increasing our revenue and Annualized Recurring Subscriptions and Usage Revenue (ARR) from XCaaS and enterprise customers. We believe that continued innovation is necessary to meet the evolving needs of today’s workforce and is a critical factor in attracting and retaining high value enterprise customers. We have focused our sales and marketing to drive awareness of the XCaaS product and unique features that 8x8 provides its customers.

We are committed to increasing our investment in research and development in fiscal 2023 compared to fiscal 2022 because we believe innovation will drive future competitive advantage through product differentiation and is an important variable in achieving sustainable growth. Our acquisition of Fuze, Inc. increased our engineering resources dedicated to innovation on our XCaaS platform.

ARR from mid-market and enterprise customers represented 76% of total ARR and increased 30% compared to the same period in fiscal 2022. ARR associated with small business customers increased 4% year-over-year and accounted for 24% of total ARR, compared to 28% of ARR a year ago. We have focused our sales and marketing resources on increasing our enterprise ARR as a long-term strategy due to enterprise customers' longer commitments, higher retention, and better efficiency ratios. Enterprise customers are also more likely to need the advanced capabilities of our contact center solutions and realize the advantages of our unified XCaaS platform. See "Key Business Metrics" section below for further discussion on how we define ARR.

At the end of the third quarter of fiscal 2023, enterprise customers accounted for 57% of total ARR and approximately 40% of our ARR was derived from customers deploying the UCaaS and CCaaS capabilities of our XCaaS platform.

In August 2022, we took steps to improve our capital structure by refinancing approximately $403.8 million of $500.0 million aggregate principal amount of 2024 Notes through an exchange for approximately $201.9 million in 2028 Notes plus approximately $181.8 million in cash. The cash payment was funded with the partial proceeds of a $250.0 million senior secured term loan facility due in 2027 entered into on August 10, 2022. At the same time as we issued the 2028 Notes, we repurchased 10,695,000 shares of our common stock for approximately $60.0 million in privately negotiated transactions with a limited number of holders. Subsequently, on September 28, 2022, we repurchased an additional $6.0 million in aggregate principal amount of the 2024 Notes in a separate privately negotiated transaction. On December 9, 2022, we repurchased an additional aggregate principal amount of $21.8 million of the 2024 Notes through privately negotiated transactions with two of the remaining 2024 Notes holders for an aggregate purchase price of $20.1 million. Approximately $68.3 million of the 2024 Notes was outstanding as of December 31, 2022. See Part I, Item 1, Note 8, Convertible Senior Notes, Term Loan and Capped Calls to our condensed consolidated financial statements for details.

Approximately two-thirds of our investment in research and development is focused on extending the contact center capabilities of our XCaaS platform. We plan to continue our efforts to reduce our unit costs to improve our gross profit margin as our business scales. Additionally, we plan to reduce our investments in sales and marketing as a percentage of revenue as we focus on driving improved efficiencies in our customer acquisition and sales operations.

As part of this focus, in October 2022 and January 2023, we conducted two separate workforce reductions involving approximately 300 employees, primarily focused on sales and marketing and general and administrative functions. We expect these workforce reductions and organizational realignments to improve our operational efficiency and align our resources to our critical areas of focus including streamlining sales and marketing, enhancing customer support, accelerating CCaaS innovation, and strengthening our financial position.

IMPACT OF COVID-19

The full extent of the long-term impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including those set forth under the section entitled "Risk Factors" in the Form 10-K. Our workforce continues to spend significant time working from home, even as travel for our employees begins to return to pre-COVID-19 levels. It is not clear what the full potential effects of the global health crisis caused by COVID-19 will be on our business, including the effects on our customers, suppliers or vendors, or on our financial results, in

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the future, particularly if governments were to re-enact various measures previously implemented to slow the spread of COVID-19, including orders to close non-essential businesses and for residents to isolate in their homes.

KEY BUSINESS METRICS

Our management periodically reviews certain key business metrics to evaluate our operations, allocate resources, and drive financial performance in our business.

Annualized Recurring Subscriptions and Usage Revenue

Our management reviews Annualized Recurring Subscriptions and Usage Revenue (“ARR”) and believes it may be useful to investors to evaluate trends in future revenues of the Company. Our management believes ARR is an important indicator for measuring the overall performance of the business. Our management uses trends in ARR to assess our ongoing operations, allocate resources, and drive the financial performance of the business. We define ARR as equal to the sum of the most recent month of (i) recurring subscription amounts and (ii) platform usage charges for all CPaaS customers (subject to a minimum billings threshold for a period of at least six consecutive months), multiplied by 12. We are not aware of any uniform standards for calculating ARR and caution that our presentation may not be consistent with that of other companies. For example, to the extent our ARR is used to evaluate trends in future revenue, such an evaluation would assume a sustained level of usage from existing customers which may fluctuate in future periods.

COMPONENTS OF RESULTS OF OPERATIONS

Service Revenue

Service revenue consists of communication services subscriptions, platform usage revenue, and related fees from our UCaaS, CCaaS, and CPaaS offerings. We plan to continue to invest resources to increase service revenue through a combination of sales and marketing efforts, expansion of our global connectivity, innovation in product and technology, and strategic acquisitions of technologies and businesses.

Other Revenue

Other revenue consists of revenues from professional services, primarily in support of deployment of our solutions and/or platform, and revenues from sales and rentals of IP telephones in conjunction with our cloud telephony service. Other revenue is dependent on the number and size of customers who choose to purchase or rent an IP telephone in conjunction with our UCaaS service and choose to engage our professional services organization for implementation and deployment of our cloud UCaaS and CCaaS solutions.

Cost of Service Revenue

Cost of service revenue consists primarily of costs associated with network operations and related personnel, technology licenses, amortization of capitalized internal-use software, other communication origination and termination services provided by third-party carriers and outsourced customer service call center operations, and other costs such as customer service and technical support costs. We allocate overhead costs, such as IT and facilities, to cost of service revenue, as well as to each of the operating expense categories, generally based on relative headcount. Our IT costs include costs for IT infrastructure and personnel. Facilities costs primarily consist of office leases and related expenses.

Cost of Other Revenue

Cost of other revenue consists primarily of direct and indirect costs associated with the purchasing of IP telephones as well as the scheduling, shipping and handling, personnel costs, expenditures incurred in connection with the professional services associated with the deployment and implementation of our products, and allocated IT and facilities costs.

Research and Development

Research and development expenses consist primarily of personnel and related costs, third-party development, software and equipment costs necessary for us to conduct our product, platform development and engineering efforts, and allocated IT and facilities costs.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel and related costs, sales commissions, including those to the channel, trade shows, advertising and other marketing, demand generation, promotional expenses, and allocated IT and facilities costs.

General and Administrative

General and administrative expenses consist primarily of personnel and related costs, professional services fees, corporate administrative costs, tax and regulatory fees, and allocated IT and facilities costs.

Other Expense, Net

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Other expense, net, consists primarily of interest expense related to the term loan and convertible notes, partially offset by income earned on our cash, cash equivalents, investments, and gains / losses from foreign exchange, debt extinguishment and warrants measurement.

Provision for (benefit from) Income Taxes

Provision for (benefit from) income taxes consists primarily of foreign income taxes and state minimum taxes in the United States. As we expand the scale of our international business activities, any changes in the United States and foreign taxation of such activities may increase our overall provision for income taxes in the future. We have a valuation allowance for our United States deferred tax assets, including federal and state net operating loss carryforwards. We expect to maintain this valuation allowance until it becomes more likely than not that the benefit of our federal and state deferred tax assets will be realized by way of expected future taxable income in the United States.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto. Our results of operations for the three and nine months ended December 31, 2022 and the discussion below, include Fuze, Inc.'s results of operations, while the results of operations for the three and nine months ended December 31, 2021 did not include Fuze, Inc.’s results of operations, since it was acquired on January 18, 2022. Our results of operations are also impacted by fluctuations in foreign currencies. For additional information, please refer to Part 1, Item 3. Quantitative and Qualitative Disclosures About Market Risks.

(dollars in thousands)

Revenue

Service revenue


	2022			2021			Change
Three Months Ended December 31,	$	175,765		$	149,396		$	26,369	17.7	%
Percentage of total revenue	95.3		%	95.2		%

Nine Months Ended December 31,	$	533,482		$	429,568		$	103,914	24.2	%
Percentage of total revenue	95.4		%	94.0		%

Service revenue increased for the three and nine months ended December 31, 2022, as compared to the three and nine months ended December 31, 2021, primarily due to a net increase in our installed base of mid-market and enterprise customers, expanded deployments by existing customers, and growth in related telecom usage by our customers. Nearly all growth for service revenue in the three months ended December 31, 2022 was attributable to our acquisition of Fuze, Inc., which contributed approximately $26.5 million and $83.7 million in service revenue for the three and nine months ended December 31, 2022, respectively. The increase in service revenue reflected increased sales of our UCaaS and CCaaS solutions, increased adoption of our XCaaS integrated communication and collaboration platform, and growth in sales of our UCaaS direct routing solution for Microsoft Teams users. The increase in service revenue from these sources was partially offset by a decrease in usage revenue generated by our CPaaS products, primarily in the Asia-Pacific region.

We expect our service revenue to grow over time with our diverse platform offering as we increase the features and functionality of our platform and expand the global coverage of our UCaaS services.

Other revenue


	2022			2021			Change
Three Months Ended December 31,	$	8,635		$	7,478		$	1,157	15.5	%
Percentage of total revenue	4.7		%	4.8		%

Nine Months Ended December 31,	$	25,927		$	27,190		$	(1,263)	(4.6)	%
Percentage of total revenue	4.6		%	6.0		%

Other revenue increased for the three months ended December 31, 2022, as compared to the three months ended December 31, 2021, due to increased product revenue. Other revenue decreased for the nine months ended December 31, 2022, as compared to the nine months ended December 31, 2021, due to decreased professional services revenue.

No single customer represented more than 10% of our total revenues for the three and nine months ended December 31, 2022 and 2021.

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Cost of Revenue

Cost of service revenue


	2022			2021			Change
Three Months Ended December 31,	$	47,335		$	48,763		$	(1,428)	(2.9)	%
Percentage of service revenue	26.9		%	32.6		%

Nine Months Ended December 31,	$	151,920		$	141,971		$	9,949	7.0	%
Percentage of service revenue	28.5		%	33.0		%

Cost of service revenue decreased in dollars and as a percentage of service revenue for the three months ended December 31, 2022, as compared to the three months ended December 31, 2021, due to decreases of $2.8 million in communication infrastructure costs resulting from cost of sales improvement process and $1.0 million in amortization of capitalized software. This was partially offset by a $1.0 million increase in depreciation and amortization of intangibles.

Cost of service revenue increased in dollars but decreased as a percentage of service revenue for the nine months ended December 31, 2022, as compared to the nine months ended December 31, 2021, due to increases of $5.2 million in employee and consulting related costs, $2.9 million in depreciation of intangibles, $2.5 million in communication and infrastructure costs, and $1.1 million in software costs. This was partially offset by a decrease of $2.1 million in amortization of capitalized software.

We expect cost of service revenue will increase in absolute dollars but generally decrease as a percentage of revenue in future periods.

Cost of other revenue


	2022			2021			Change
Three Months Ended December 31,	$	10,176		$	11,071		$	(895)	(8.1)	%
Percentage of other revenue	117.8		%	148.0		%

Nine Months Ended December 31,	$	34,302		$	37,086		$	(2,784)	(7.5)	%
Percentage of other revenue	132.3		%	136.4		%

Cost of other revenue decreased both in dollars and as a percentage of other revenue for the three months ended December 31, 2022, as compared to the three months ended December 31, 2021, primarily due to decreased personnel and related costs to deliver our professional services.

Cost of other revenue decreased in dollars and as a percentage of other revenue for the nine months ended December 31, 2022, primarily due to decreased personnel and related costs to deliver our professional services, which also declined in revenue.

Operating Expenses

Research and development


	2022			2021			Change
Three Months Ended December 31,	$	38,791		$	27,911		$	10,880	39.0	%
Percentage of total revenue	21.0		%	17.8		%

Nine Months Ended December 31,	$	109,765		$	81,801		$	27,964	34.2	%
Percentage of total revenue	19.6		%	17.9		%

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Research and development expenses increased in dollars and as a percentage of revenue for the three months ended December 31, 2022, as compared to the three months ended December 31, 2021, primarily due to increases of $8.9 million in personnel-related and consulting costs substantially related to our acquisition of Fuze, Inc. and $1.3 million in software licenses, and a $1.8 million reduction in capitalized internal-use software cost. These increases were partially offset by a $2.3 million decrease in stock-based compensation expenses.

Research and development increased in dollars and as a percentage of other revenue for the nine months ended December 31, 2022, as compared to the nine months ended December 31, 2021, primarily due to increases of $20.0 million in personnel-related and consulting costs substantially related to our acquisition of Fuze, Inc., $4.2 million in software licenses, and $2.5 million in public cloud services, and a $5.9 million reduction in capitalized internal-use software costs. These increases were partially offset by decreases of $3.7 million in stock-based compensation expenses and $1.2 million in amortization of capitalized software.

We plan to continue to invest in research and development to accelerate our efforts to expand the capabilities and scope of our XCaaS platform to enhance our users' experience. While we expect to continue to improve our cost structure and achieve operational efficiencies, we expect that research and development expenses will increase in absolute dollars in future periods as we continue to invest in our development efforts and vary from period-to-period as a percentage of revenue.

Sales and marketing


	2022			2021			Change
Three Months Ended December 31,	$	79,021		$	76,797		$	2,224	2.9	%
Percentage of total revenue	42.9		%	49.0		%

Nine Months Ended December 31,	$	243,035		$	229,438		$	13,597	5.9	%
Percentage of total revenue	43.4		%	50.2		%

Sales and marketing expenses increased in dollars but decreased as a percentage of revenue for the three months ended December 31, 2022, as compared to the three months ended December 31, 2021, primarily due to increases of $4.7 million in channel commissions and $2.9 million in amortization of intangibles. These increases were partially offset by a decrease of $5.3 million in personnel-related and consulting expenditures, including a $5.0 million decrease in stock-based compensation expense.

Sales and marketing increased in dollars but decreased as a percentage of revenue for the nine months ended December 31, 2022, as compared to the nine months ended December 31, 2021, primarily due to increases of $19.1 million in channel commissions, $8.7 million in amortization of intangibles, and $2.9 million in amortization of deferred sales commission costs. These increases were partially offset by a decrease of $18.5 million in personnel-related and consulting expenditures, including a $17.2 million decrease in stock-based compensation expense.

We expect sales and marketing costs as a percentage of revenue to decrease over time as we continue to focus on improving our cost structure and achieving operational efficiencies.

General and administrative


	2022			2021			Change
Three Months Ended December 31,	$	27,158		$	29,950		$	(2,792)	(9.3)	%
Percentage of total revenue	14.7		%	19.1		%

Nine Months Ended December 31,	$	90,212		$	80,064		$	10,148	12.7	%
Percentage of total revenue	16.1		%	17.5		%

General and administrative expenses decreased both in dollars and as a percentage of other revenue for the three months ended December 31, 2022, as compared to the three months ended December 31, 2021, primarily due to decreases of $5.8 million in stock-based compensation expenses and $4.9 million in acquisition and integration costs. These decreases were partially offset by increases of $4.2 million in personnel-related and consulting costs, $1.9 million in legal and regulatory costs, and $1.3 million in facilities and overhead costs.

General and administrative increased in dollars but decreased as a percentage of other revenue for the nine months ended December 31, 2022, as compared to the nine months ended December 31, 2021, primarily due to increases of $11.5 million in personnel-related and consulting salary costs, $5.6 million in legal and regulatory costs, $4.4 million in facilities and overhead costs, $1.5 million in contract termination expense, and $1.2 million in bad debt and credit loss. These increases were partially offset by a $11.8 million decrease in stock-based compensation expenses.

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We expect to continue improving our cost structure and achieve operational efficiencies, and therefore, also expect that general and administrative expenses as a percentage of total revenue will decline over time.

Other income (expense), net


	2022			2021			Change
Three Months Ended December 31,	$	(7,912)		$	(5,866)		$	(2,046)	34.9	%
Percentage of total revenue	(4.3)		%	(3.7)		%

Nine Months Ended December 31,	$	7,154		$	(15,623)		$	22,777	(145.8)	%
Percentage of total revenue	1.3		%	(3.4)		%

Other income (expense), net decreased for the three months ended December 31, 2022, as compared to the three months ended December 31, 2021, primarily due to a $3.3 million increase in interest expense of our debt, $2.4 million foreign exchange loss, and $0.8 million loss from revaluation of warrants liability. These were partially offset by a $2.1 million gain from debt extinguishment and $1.8 million gain from sale of intangibles.

Other income (expense), net increased for the nine months ended December 31, 2022, as compared to the nine months ended December 31, 2021, primarily due to a $18.2 million gain from debt extinguishment from the 2024 convertible notes, $2.4 million gain from foreign exchange transactions, $1.8 million gain from sale of intangibles, and $0.5 million gain on remeasurement of warrants issued in connection with the term loan.

Provision for income taxes


	2022			2021			Change
Three Months Ended December 31,	$	37		$	87		$	(50)	(57.5)	%
Percentage of total revenue	—		%	0.1		%

Nine Months Ended December 31,	$	1,041		$	576		$	465	80.7	%
Percentage of total revenue	0.2		%	0.1		%

There was no material change to our provision for income taxes for the nine months ended December 31, 2022, and no material changes are currently anticipated for the remainder of fiscal 2023.

Liquidity and Capital Resources

As of December 31, 2022, we had $131.7 million of cash and cash equivalents and investments, including $1.3 million in restricted cash in support of letters of credit securing leases for office facilities and certain equipment.

We believe that our existing cash, cash equivalents and investment balances and our anticipated cash flows from operations will be sufficient to meet our working capital, expenditure, and contractual obligation requirements for the next 12 months and the foreseeable future. During the three months ended December 31, 2022, we repaid $21.8 million of our existing convertible notes maturing in 2024, as further described in Part I, Item 1, Note 8. Convertible Senior Notes, Term Loan and Capped Calls to our condensed consolidated financial statements. Although we believe we have adequate sources of liquidity for the next 12 months and the foreseeable future, any future refinancing, the success of our operations, the global economic outlook (including the impact of inflationary pressures and foreign currency exchange rate and interest rate fluctuations), and the pace of sustainable growth in our markets, as well as continued uncertainty as a result of the COVID-19 pandemic and the continuing war in Ukraine, among other factors, could impact our business and liquidity.

Period-over-Period Changes

Net cash provided by operating activities for the nine months ended December 31, 2022 was $35.2 million, as compared to $18.2 million for the nine months ended December 31, 2021. Cash used in or provided by operating activities is primarily affected by:

•net income or loss;

•non-cash expense items, such as depreciation, amortization, and impairments;

•non-cash gain associated with extinguishment of debt, or changes in fair value of liabilities;

•non-cash expense associated with stock options and stock-based compensation and awards;

•gain or loss on sale of assets; and

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•changes in working capital accounts, particularly related to the timing of collections from receivables and payments of obligations, such as commissions.

For the nine months ended December 31, 2022, net cash provided in operating activities reflected an adjustment of $141.7 million in non-cash charges to our net loss, including stock-based compensation expense of $73.5 million, depreciation and amortization expenses of $40.4 million, amortization of deferred sales commission costs of $28.5 million, $18.3 million gain from debt extinguishment, operating lease expenses of $8.7 million, impairment of capitalized software of $3.7 million , and $1.8 million gain on sale of assets. Non-cash adjustments were partially offset by $42.9 million of working capital adjustments driven by $23.5 million in deferred sales commission costs and $22.9 million in accounts payable and accruals.

Net cash provided in investing activities was $0.4 million for the nine months ended December 31, 2022, as compared to $30.1 million of cash used in the nine months ended December 31, 2021. The cash provided by investing activities during the nine months ended December 31, 2022 primarily related to $10.1 million of net proceeds from sales and maturities of investments, $2.7 million in net acquisition of property, plant and equipment, and $1.0 million in proceeds from sale of property, plant and equipment, which was partially offset by $6.8 million in capitalization of internally developed software, and $1.3 million payout of the cash holdback related to the Fuze, Inc. acquisition.

Net cash used in financing activities was $36.3 million for the nine months ended December 31, 2022, as compared to $100.0 million of cash provided by financing activities for the nine months ended December 31, 2021. The cash used in financing activities for the nine months ended December 31, 2022 was primarily driven by $211.8 million of net repayment and refinancing of convertible senior notes and $60.2 million of shares repurchased, which were substantially offset by $234.0 million of net proceeds from the term loan.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of assets and liabilities. On an ongoing basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our consolidated financial statements are prepared in accordance with U.S. GAAP. Refer to Note 1, The Company and Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in this Quarterly Report, which describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Other than the adoption of ASU 2020-06 as discussed in Note 1, The Company and Significant Accounting Policies, in the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report, there have been no significant changes during the three months ended December 31, 2022 to our critical accounting policies and estimates previously disclosed in the Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Fluctuation Risk

We had cash, cash equivalents, and investments totaling $131.7 million as of December 31, 2022. Cash equivalents and investments were invested primarily in money market funds, United States treasury, commercial paper, and corporate bonds. Our investment policy is focused on the preservation of capital and supporting our liquidity needs. Under the policy, we invest in highly rated securities, while limiting the amount of credit exposure to any one issuer other than the United States government. We do not invest in financial instruments for trading or speculative purposes, nor do we use leveraged financial instruments. We utilize external investment managers who adhere to the guidelines of our investment policy. A hypothetical 10% change in interest rates would not have a material impact on the value of our cash, cash equivalents, or available-for-sale investments.

As of December 31, 2022, there were $68.3 million of convertible senior notes maturing in 2024 and $201.9 million of convertible senior notes maturing in 2028 outstanding, and a $250.0 million senior secured term loan facility maturing in 2027. The fair value of the convertible notes is subject to interest rate risk, market risk, and other factors due to the conversion feature. The fair value of the convertible senior notes will generally increase as the Company's common stock price increases and will generally decrease as its common stock price declines. The interest and market value changes affect the fair value of the convertible senior notes but do not impact our financial position, cash flows, or results of operations, due to the fixed nature of the debt obligation. Additionally, we carry the convertible senior notes at face value, less unamortized discount, on our consolidated balance sheets, and we present the fair value for required disclosure purposes only.

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Foreign Currency Exchange Risk

We operate in international markets and typically invoice our customers and pay our expenses in local currencies, primarily the British pound and the Euro. As a result, changes in foreign currency exchange rates relative to the United States dollar may impact our revenue and operating expenses upon translation in our consolidated financial statements. Historically, the impacts on revenue and expenses have substantially offset one another, and the effects of currency on operating and net income have not been material. As our foreign operations expand, the impact of changes in foreign currency exchange rates on our revenue and operating expenses may not continue to offset one another and may impact our operating results.

Gains or losses from the revaluation of certain cash balances, accounts receivable balances, and intercompany balances that are denominated in local currencies, primarily the British pound and the Euro, are reflected as foreign currency translation adjustments in our Condensed Consolidated Statements of Comprehensive Loss. A hypothetical decrease in all foreign currencies against the United States dollar of 10% would not result in a material foreign currency loss on foreign-denominated balances as of December 31, 2022.

At this time, we do not, but we may in the future, enter into financial instruments to hedge our foreign currency exchange risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Interim Chief Executive Officer and Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2022. As permitted by SEC guidance for newly acquired businesses, this evaluation did not include an assessment of those disclosure controls and procedures that are subsumed by and did not include an assessment of internal control over financial reporting as it relates to Fuze, Inc., which was acquired on January 18, 2022. The Company has excluded Fuze from its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2022. Based on such evaluation, our Interim Chief Executive Officer and Interim Chief Financial Officer have concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

During the three months ended December 31, 2022, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including the Interim Chief Executive Officer and Interim Chief Financial Officer, does not expect that our Disclosure Controls or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

PART II. Other Information

ITEM 1. LEGAL PROCEEDINGS

Information with respect to this item may be found in Note 7, Commitments and Contingencies under the heading “Legal Proceedings” in the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report is incorporated by reference in response to this item.

Item 1A. RISK FACTORS

Investing in our securities involves risk. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed below and under the heading “Risk Factors” in any prospectus supplement, together with all of the other information contained or incorporated by reference in this Quarterly Report. You should also consider the risk factors related to our business and operations described in Part I, Item 1A of the Form 10-K under the heading “Risk Factors" and in Part II, Item 1A of the Form 10-Q for the period ended June 30, 2022 under the heading “Risk Factors,” which are incorporated by reference in this Quarterly Report. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

Cyber intrusions, breaches of our networks or systems or those of our service and cloud storage providers, and other malicious acts could adversely impact our business.

Our business operations, from our internal and service operations to research and development activities, sales and marketing efforts and customer and partner communications, depend on our ability to protect our network from interruption by damage from

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hackers, social engineering and phishing, ransomware, computer viruses, worms, other malicious software programs, or similar disruptive problems or other events beyond our control. Individuals or entities have attempted, and will attempt, to penetrate our network security, and that of our platform, and try to cause harm to our business operations, including by misappropriating our proprietary information or that of our customers, employees and business partners or causing interruptions of our products and platform. In particular, cyberattacks and other malicious internet-based activity continue to increase in frequency and in magnitude both generally and specifically against us and other cloud-service providers. For example, during the second quarter of fiscal 2023, we detected malware on our network that permitted an intrusion by an unauthorized third party to access certain data stored on our network. We responded quickly and implemented measures to identify and remove the intruder and malware from our network and secure our data. We subsequently learned during the third quarter of fiscal 2023, in December 2022, that the unauthorized third party possessed approximately a terabyte of our confidential information from several back-office servers. The unauthorized third party attempted to make ransom demands for the return of our confidential information, which we did not pay. We continue to implement new technological measures to prevent, detect, and contain such intrusions as well as build and strengthen ongoing employee awareness, education and training, but we cannot guarantee we will be able to prevent, detect or contain all future cyber intrusions, nor can we guarantee that our backup systems, regular data backups, security protocols, DDoS mitigation, and other procedures that are currently in place, or may be in place in the future, will be adequate to prevent significant damage, system failure, or data loss.

Inherent in our provision of services are the storage, processing, and transmission of our customers' data, which may include confidential and sensitive information. Customers may use our services to store, process, and transmit a wide variety of confidential and sensitive information, such as credit card, bank account, and other financial information, proprietary information, trade secrets, or other data that may be protected by sector-specific laws and regulations, like intellectual property laws, laws addressing the protection of personally identifiable information (or personal data in the EU), as well as the Federal Communications Commission’s, or the FCC’s, customer proprietary network information (“CPNI”) rules. We may be targets of cyber threats and security breaches, given the nature of the information that we store, process, and transmit and the fact that we provide communications services to a broad range of businesses. To the extent that state-sponsored incidents of cybersecurity breaches increase due to geopolitical tensions, this risk may continue to increase.

In addition, we use third-party vendors, which in some cases have access to our data and our customers' data. Despite the implementation of security measures by us or our vendors, our computing devices, infrastructure, or networks, or our vendors' computing devices, infrastructure, or networks may be vulnerable to hackers, social engineering and phishing, ransomware, computer viruses, worms, other malicious software programs, or similar disruptive problems due to a security vulnerability in our or our vendors' infrastructure or network, or our vendors, customers, employees, business partners, consultants, or other internet users who attempt to invade our or our vendors' public and private computers, tablets, mobile devices, software, data networks, or voice networks. If there is a security vulnerability in our or our vendors' infrastructure or networks that is successfully targeted, we could face increased costs, liability claims, government investigations, fines, penalties or forfeitures, class action litigation, reduced revenue, or harm to our reputation or competitive position.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) None.

(b) None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Incorporated by Reference

Exhibit Number

Exhibit Description

Company Form

Filing Date

Exhibit Number

Filed Herewith

3.1

Certificate of Amendment to the Restated Certificate of Incorporation of Registrant, dated July 12, 2022

8-K

7/13/2022

3.1

3.2

Amended and Restated By-Laws of 8x8, Inc.

8-K

7/28/2015

3.2

10.1

Promotion Letter, dated November 30, 2022, between 8x8, Inc. and Samuel Wilson*

8-K

11/30/2022

10.1

10.2

Promotion Letter, dated November 30, 2022, between 8x8, Inc. and Kevin Kraus*

8-K

11/30/2022

10.2

10.3

Separation and General Release Agreement, dated December 5, 2022, between 8x8, Inc. and David Sipes*

8-K

12/7/2022

10.1

31.1

Certification of Interim Chief Executive Officer of the Registrant pursuant to Rule 13a-14

31.2

Certification of Interim Chief Financial Officer of the Registrant pursuant to Rule 13a-14

32.1

Certification of Interim Chief Executive Officer of the Registrant pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Interim Chief Financial Officer of the Registrant pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following materials from 8x8, Inc.'s Quarterly Report on Form 10-Q for the three and nine months ended December 31, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of December 31,
2022 and March 31, 2022, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2022 and 2021, (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended December 31, 2022 and 2021, (iv) Condensed Consolidated Statements of Stockholders’ Equity as of December 31, 2022 and 2021, (v) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2022 and 2021, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags XBRL Instance Document

* Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, 8x8, Inc., a Delaware corporation, has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Campbell, State of California, on February 6, 2023.


			8x8, Inc.

			/s/ Suzy Seandel
			Suzy Seandel
			(Principal Accounting Officer and Duly Authorized Officer)

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Samuel Wilson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of 8x8, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 6, 2023

/s/ Samuel Wilson

Samuel Wilson

Interim Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Kraus, certify that:

1.I have reviewed this Quarterly report on Form 10-Q of 8x8, Inc.;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 6, 2023

/s/ Kevin Kraus

Kevin Kraus

Interim Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of 8x8, Inc. (the "Company") for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Samuel Wilson, Interim Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Samuel Wilson

Samuel Wilson

Interim Chief Executive Officer

February 6, 2023

This certification accompanies this Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, or otherwise required, be deemed filed by the Company for purposes of § 18 of the Securities Exchange Act of 1934, as amended.

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of 8x8, Inc. (the "Company") for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin Kraus, Interim Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin Kraus

Kevin Kraus

Interim Chief Financial Officer

February 6, 2023

This certification accompanies this Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, or otherwise required, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.