2024 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2024
OR
☐ 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 000-38312
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 including Zip Code)
(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
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of voting stock held by non-affiliates of the Registrant on September 30, 2023, based on the closing price of $2.52
for shares of the Registrant’s common stock as reported by the Nasdaq Global Select Market, was approximately $181.1 million. Shares of
common stock held by each executive officer, director, and their affiliated holders have been excluded in that such persons may be deemed to be
affiliates. The determination of affiliate status for this purpose is not necessarily a conclusive determination for any other purpose.
The number of shares of the Registrant's common stock outstanding as of May 8, 2024 was 125,376,171.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the Proxy Statement to be filed within 120 days of March 31,
2024 for the 2024 Annual Meeting of Stockholders.
8X8, INC.
INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED MARCH 31, 2024
Part I.
Page
Forward-Looking Statements and Risk Factors
3
Item 1.
Business
4
Item 1A.
Risk Factors
12
Item 1B.
Unresolved Staff Comments
30
Item 1C.
Cybersecurity
30
Item 2.
Properties
31
Item 3.
Legal Proceedings
31
Item 4.
Mine Safety Disclosures
31
Part II.
Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
32
Item 6.
[Reserved]
33
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
43
Item 8.
Financial Statements and Supplementary Data
44
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
76
Item 9A.
Controls and Procedures
76
Item 9B.
Other Information
76
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
76
Part III.
Item 10.
Directors, Executive Officers and Corporate Governance
77
Item 11.
Executive Compensation
77
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
77
Item 13.
Certain Relationships and Related Transactions and Director Independence
77
Item 14.
Principal Accountant Fees and Services
77
Part IV.
Item 15.
Exhibits and Financial Statement Schedules
78
Item 16.
Form 10-K Summary
81
Signatures
82
2
[This page intentionally left blank]
PART I
Forward-Looking Statements and Risk Factors
Statements contained in this annual report on Form 10-K, or this "Annual 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; average annual
service revenue per customer; cost of service revenue; growth in service revenue; research and development expenses; costs
related to our continued growth initiatives; hiring of employees; sales and marketing expenses; unit costs and cost reductions;
gross profit margin; general and administrative expenses in future periods; liquidity; indebtedness; capital; cash, cash
equivalents and investment balances; anticipated cash flows; annualized recurring and usage revenue ("ARR"); operating
efficiency; and the ongoing impact of the COVID-19 pandemic. 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;
•
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 secured term loan facility due 2027 and 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 conflicts in the Middle East, and any related macro-economic impacts;
•
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;
•
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 substantial amount of indebtedness, which could have important consequences to our business;
•
potential future intellectual property infringement claims and other litigation that could adversely impact our business
and operating results; and
•
the instability in the banking system in recent years, which could adversely impact our operations and operating results.
The forward-looking statements may also be impacted by the additional risks faced by us as described in this Annual Report,
including those set forth under the section entitled "Risk Factors." All forward-looking statements included in this Annual 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 Annual 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 Annual Report refers to the fiscal
year ended March 31 of the calendar year indicated (for example, fiscal 2024 refers to the fiscal year ended March 31, 2024).
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 Annual Report are in thousands of United States Dollars ("Dollars") unless otherwise noted.
3
ITEM 1. BUSINESS
Overview
8x8 is a leading global provider of contact center as-a-service, or CCaaS, and unified communications as-a-service, or UCaaS,
software, powered by our secure cloud-native communications platform. We also provide embeddable communications platform
as-a-service, or CPaaS, allowing customers to seamlessly integrate video and messaging to deliver tailored omni-channel
customer experiences that increase customer engagement, loyalty and retention. Together, these solutions comprise the 8x8
XCaaS platform.
Our XCaaS platform has been deployed by a broad range of customers, ranging from small businesses to very large enterprises.
At the end of fiscal 2024, more than 43% of our annualized recurring and usage revenue, or ARR (see the section entitled “Key
Business Metrics” in Part II, Item 7 "MD&A" for how we define and use annualized recurring and usage revenue) was generated
by customers deploying both contact center as-a-service and unified communications as-a-service solutions, compared to 40%
from the end of fiscal 2023. We had more than 3.0 million paid licensed users at more than 57,000 customers worldwide at the
end of the fiscal year.
Since mid-fiscal 2023, we have focused a significant portion of our investment in innovation on enhancing our contact center as-
a-service solution and expanding our product portfolio to address the requirements of small- and mid-sized enterprises, which we
define as enterprise customers with 100 to 10,000 employees. These customers want fully integrated solutions that deliver
business outcomes, rather than point products from multiple vendors that they must integrate themselves and that create data
silos and analytics gaps.
Our routes to market include indirect sales through a variety of channels, including value-added resellers, or VARs, system
integrators and technology partners, as well as direct sales to new and existing customers. We have also invested in expanding
our customer success organization to drive increased customer satisfaction and retention.
Our Strategy
We believe there is a large market opportunity to provide solutions for small- and mid-sized enterprises that bridge the gaps in
communications and customer experience that result from siloed communications and contact center environments. Our
solutions are intentionally engineered to enable information technology, or IT, teams and customer experience leaders to improve
customer satisfaction, increase efficiency and drive better business outcomes for our customers.
We have prioritized investments in:
•
High Levels of Customer Satisfaction. Our customer success organization is dedicated to driving positive business
outcomes through a lifetime engagement model, leading to consistently high customer satisfaction levels. Our approach
is built on three foundational pillars: unified product experiences across all channels, rapid value realization via a
modular approach and smooth onboarding, and proactive engagement strategies to foster long-term customer value.
These initiatives have led to high customer satisfaction scores among enterprise customers and recognition for our
leadership and support.
•
Continuous Innovation of our Advanced Cloud-Native XCaaS Platform. Utilizing a micro-services architecture, our
software-as-a-service, or SaaS, platform ensures high availability and supports the rapid deployment of new features
and functionalities, including artificial intelligence-based features and applications. Our innovation efforts are centered
around key customer experience differentiators, including artificial intelligence-powered shared services,
comprehensive capture and synchronization of customer interaction data, artificial intelligence-powered analytics, user
experience/user interface, and enhanced contact center functionalities accessible to all customer-facing employees.
•
Enabling a Solution Approach to Artificial Intelligence. We implement artificial intelligence natively at the platform
layer for shared services and integrate purpose-built applied artificial intelligence products from our technology partner
ecosystem at the data layer and in our user interface for a native-like user experience. Our approach allows customers
to implement best-of-breed solutions tailored to specific use cases without the burden of integrating products from
multiple vendors.
•
Driving Multi-Product Adoption. Multi-product adoption significantly enhances customer revenue, satisfaction, and
retention. As we broaden our product offerings through internal development and strategic technology partnerships, we
are able to deliver complete solutions that deliver rapid time to value while reducing total cost of ownership. Our
business development teams work with our customer success managers to identify and actively pursue cross-sell
opportunities within our existing customer base.
•
Acquiring New Customers. There is a substantial opportunity to transition small and mid-sized enterprises from on-
premise to our cloud-based communications and contact center solutions. We are refining our lead-generation tactics
and market strategies across various channels, including direct sales, e-commerce, resellers, and strategic partners, to
enhance solution awareness and grow our customer base.
•
Expanding our Technology Partner Ecosystem. We have developed a robust ecosystem of carefully curated
technology, integration and reseller partners with solutions that complement our core platform. This ecosystem supports
the integration of purpose-built applications that are tightly aligned with our platform, offering specific solutions for
distinct use cases or industries. This strategy includes deep integration at the data layer and in the user interface to
minimize integration challenges for customers and increase their agility to meet evolving business demands.
4
Our XCaaS Platform
Our XCaaS platform, built on a cutting-edge microservices architecture, utilizes our extensive global network of data centers,
carrier partners, and cloud deployments to ensure high availability, scalability, and adherence to data sovereignty laws.
Historically, our platform has scaled from basic communication services (local dial-tone services) to a full suite of cloud
communications software including contact center, voice, team chat, video meetings, and artificial intelligence-driven analytics.
Further, we provide an extensive library of application program interfaces, or APIs, and tools to integrate video, short messaging
service, or SMS, messaging and other capabilities.
Our platform enables a broad range of solutions that improve employee and customer experiences, including artificial
intelligence-powered self-service, intelligent routing, secure payments, and workforce management, for customer-facing
employees. With our platform’s comprehensive data layer, customer interaction data can be coordinated across our unified
communications as-a-service, contact center as-a-service and communications platform as-a-service solutions, as well as third-
party solutions from our technology partner ecosystem, to provide contextual awareness across all customer touchpoints.
The key attributes of the 8x8 XCaaS platform include:
•
A unified, cloud-native platform for contact center, communications, and collaboration, fostering efficient engagements
across geographies and departmental lines, as well as improved user productivity and data security.
•
Flexible service plans and deployment options to match product features to users' customer engagement profiles.
•
Artificial Intelligence-enabled workflow automation and self-service, enhancing customer experience with features like
rapid escalation, intelligent routing and contextual awareness.
•
Comprehensive data capture on customer interactions with real-time analytics, orchestrated across multiple channels
and devices, enabling actionable business insights.
•
Intuitive, composable user interfaces, allowing users to quickly customize their workspaces for easy access to the tools
and data needed.
•
Seamless user experience across multiple devices.
•
Microsoft Teams integration for enhanced internal and external communication capabilities for Microsoft Teams users.
•
Extensive third-party integrations, supported by a broad ecosystem of artificial intelligence technology partners, systems
integrators, and resellers.
•
Strong focus on security and compliance that meets or exceeds industry standards, ensuring data protection.
•
Patented Global Reach technology ensuring superior service quality and data compliance for international operations.
These features position our platform as a leader in cloud communications, empowering businesses to deliver exceptional
customer experiences and achieve significant efficiencies.
Our Solutions
Through our integrated technology platform, we offer our customers a portfolio of solutions for contact center, customer
engagement, voice, video, chat, short messaging service and team collaboration, unified through a set of shared services,
including a common data platform, advanced analytics, reporting, and automated workflows. Our solutions are often tailored to
specific use cases and vertical markets with embeddable communication application program interfaces that integrate
capabilities from our technology partner ecosystem.
Our portfolio of solutions includes:
•
8x8 Work: a self-contained, feature-rich, end-to-end unified communications as a service solution that delivers
enterprise-grade voice services, secure video meetings, and unified messaging including direct messages, public and
private team messaging rooms, and peer-to-peer short and multimedia messaging, or SMS/MMS. Through our Global
Reach technology, 8x8 Work enables full public switched telephone network, or PSTN, connectivity in approximately 60
countries. Our global footprint simplifies administration and relieves customers from the burden of maintaining separate
relationships with regional and national carriers and navigating complex regulatory environments across multiple
geographies.
•
8x8 Contact Center: a cloud-based contact center as-a-service solution that includes omnichannel customer
engagement, advanced analytics, artificial intelligence-enabled self-service automation, payment card industry-
compliant secure payments, workforce management and employee collaboration. Our composable user workspaces
provide rich customer data for contextual awareness and allow users to manage multiple views and productivity tools
from a “single pane of glass.”
•
8x8 Engage: an artificial intelligence-powered, tailored solution that equips customer-facing employees outside the
contact center with the tools and capabilities to deliver consistent, successful customer engagements. Combining
platform capabilities traditionally available either only in unified communications as-a-service or contact center as-a-
service solutions, 8x8 Engage leverages the common customer interaction data platform to provide rich data insights
that are contextual and pervasive to help users outside the contact center deliver an exceptional level of service.
•
8x8 Communications Platform as-a-Service: a comprehensive set of global communications platform-as-a-service
capabilities that enable businesses to directly integrate our platform services within their websites, mobile apps and
business systems for personalized customer engagement at a high scale. Our short messaging service, Chat App,
Video Interaction, 8x8 Jitsi-as-a-Service, and Voice application program interfaces enable companies to reach their
5
customers anywhere with a proven, reliable global network. Our communications platform as-a-service portfolio also
includes Proactive Outreach, an application-to-person outbound customer engagement solution powered by 8x8’s
programmable short messaging service and WhatsApp capabilities that enables personalized outbound messaging
campaigns, organization-wide alerts and two-way bulk messaging. Campaign management features include scheduling,
advanced routing, reporting and analytics and more.
•
Solutions for Microsoft Teams: integrations with Microsoft Teams that provide reliable, integrated global telephony
and customer engagement capabilities to Microsoft Teams users, including value added services such as integrated
business messaging, conversational artificial intelligence, and advanced analytics. 8x8 offers one of the broadest set of
enterprise voice integrations with Microsoft Teams. Our Teams integrations portfolio also include 8x8 Operator Connect
and 8x8 Voice for Microsoft Teams, a purpose-built solution offering native public switched telephone network calling in
Microsoft Teams through 8x8 Operator Connect for Microsoft Teams. 8x8 Contact Center for Microsoft Teams is a
Microsoft-certified solution that leverages the 8x8 Operator Connect model to provide omnichannel contact center
functionality.
The capabilities of our communications and contact center solutions are packaged into comprehensive service offerings called
the 8x8 “X Series." Generally, X1 through X4 Series service plans provide enterprise-grade voice, unified communications, video
meetings, and team collaboration functionality, as well as contact center-like features for users with direct customer engagement.
and X5 through X8 Series service plans include provide the features of X1 through X4, plus contact center functionality. These
service plans deliver tailored employee and customer experiences through integrated cloud communication, contact center
software, and video meetings solutions. The advanced features and analytics of the 8x8 contact center service plans allow
organizations to deliver personalized customer experiences, while scaling their contact center capacity though artificial
intelligence-based self-service bots, and intelligent call routing.
Our detailed service plans allow our customers to match features and functionality to each user's customer engagement profile,
paying for only those capabilities the business needs, while providing businesses with an upgrade path over time as their needs
evolve and grow.
Technology Partner Ecosystem
Our technology partner ecosystem is a carefully curated selection of independent software vendors, or ISVs, value-added
resellers, or VARs, and systems integrators that have been selected to deliver high value solutions purpose-built for specific use
cases or vertical markets. These solutions are integrated at both the platform and user interface layers to simplify implementation
and provide native-like experiences to users. The ecosystem includes leading providers of solutions for conversational artificial
intelligence, information technology operations, customer relationship management, employee experience (including artificial
intelligence-powered agent assist), workforce engagement and management, and implementation services.
Routes to Market
We sell directly to customers or through indirect sales channels. Our indirect sales channel consists of partners with multiple
operating models, including global and regional networks of value-added resellers and carriers, as well as a partner network
consisting of master agents and the sub-agent community, independent software vendors, system integrators, and service
providers selling 8x8 solutions to small, mid-market, and enterprise businesses. Our Elevate channel program supports multiple
routes to market for partners, including both resale (wholesale) and agency models, and also offers 8x8 sales and technical
certifications. In addition to direct and indirect sales motions, we jointly go-to-market with some of our technology partner
ecosystem partners through a 3-tiered program based on the degree of platform integration.
Our Customers
We have a diverse customer base of more than 57,000 customers, with more than 3.0 million paid business licenses, with users
in over 160 countries, including small business, mid-market and enterprise customers, and across a wide range of industries and
use cases. No single customer represented 10% or more of our revenue in fiscal 2024, 2023, or 2022.
Marketing and Promotional Activities
We market our services directly to end users through a variety of means, including industry conferences, trade shows, webinars,
local and digital advertising channels targeting mid-market and enterprise customers. We conduct detailed analyses of the
quantity and quality of leads generated by our programs and events and adjust our program mix to emphasize marketing
opportunities with the highest demonstrated return on investment.
As we transform our go-to-market to align with the buying patterns of small and mid-sized enterprises and customer experience
leaders, we reduced our investment in digital advertising compared to prior periods in favor of in-person small groups, targeted
user groups, customer experience associations and one-on-one meetings with customers and prospects in fiscal year 2024. We
also shifted from a capacity-led sales model to a performance-based model, with incremental investment in discretionary sales
and marketing programs predicated on demonstrated sales productivity. These changes are designed to improve sales efficiency
and increase awareness of our expanded solution portfolio and our commitment to our customers’ business success. To support
these initiatives, we also expanded our reference-based peer-to-peer marketing programs.
6
To ensure customer feedback continues to be heard and incorporated in our development plans, we established 8x8 Customer
Labs and created our Customer Advisory Board. Our Customer Labs manages our new product beta programs and other
research projects providing direct customer feedback on the features and usability of our products. Our Customer Advisory Board
meets several times a year to advise us as we evolve our long-term strategy and product roadmap.
Research and Development
The cloud communications market is characterized by rapid technological changes and advancements typical of most SaaS
markets. Accordingly, we make substantial investments in innovation focused on the design and development of new products
and services, as well as the development of enhancements and features to our existing products and services. We make these
enhancements available to our customers frequently. We currently employ individuals in research, development, and engineering
activities in the United States, Canada, United Kingdom, Portugal, Romania, Singapore, and Philippines, as well as outsourced
software development consultants around the world.
Intellectual Property
As of March 31, 2024, we hold at least 372 patents, with another 97 United States and foreign patent applications pending. Our
portfolio of patents, with expiration dates through 2042, and patent applications cover diverse aspects of our unified
communications, video, application program interface and integrations, collaboration, contact center services, infrastructure, and
user experience design and functionality.
Our business relies on a combination of trade secrets, patents, copyrights, trademarks laws, and contractual restrictions, such as
confidentiality agreements, licenses, and intellectual property assignment agreements. We require our employees, contractors,
and other third parties to sign agreements providing for the maintenance of confidentiality and also the assignment of rights to
inventions made by them while providing services to us. We also use software components in our platform that are licensed to
the public under open-source licenses.
See the section entitled “Risks Related to Intellectual Property” in Part I, Item 1A "Risk Factors" for more information on our
intellectual property risks.
Competition
The cloud communications industry is competitive and rapidly evolving. We expect the industry to be increasingly competitive in
the future due to a number of factors including, but not limited to, the entry of new competitors into the market or the
consolidation of existing competitors. Because we offer multiple services from a single platform, we compete with businesses in
several overlapping industries, including voice, video meetings, chat, team messaging, contact center and enterprise-class
application program interface solutions.
In connection with our voice, video meetings, chat, team messaging, contact center, and enterprise-class application program
interface solutions, we face competition from other cloud service providers such as RingCentral, Inc., Genesys
Telecommunications Laboratories, Inc., Zoom Video Communications, Inc., Vonage Holdings Corp.(acquired by Ericsson), Five9,
Inc., NICE inContact, Inc., Talkdesk, Inc., and Twilio Inc., among others, as well as from legacy on-premises communications
equipment providers, such as Avaya, Inc., Cisco Systems, Inc., and Mitel Networks Corp.
We also face competition from internet and cloud service companies such as Alphabet Inc. (Google Voice and Google Meet),
Amazon Inc., and Microsoft Corporation. Some of these competitors have developed software solutions for their respective
communications and/or collaboration silos, such as Microsoft, which is investing significantly in its Microsoft Teams unified
communication and collaboration product. Any of these companies could launch a new cloud-based business communications
service, expand its existing offerings to compete with features of our services, or enter into a strategic partnership with, or
complete an acquisition of, one or more of our cloud communications competitors.
Many of our current and potential competitors have greater resources and brand awareness and a larger base of customers than
we have. As a result, these competitors may have greater marketing credibility. They also may adopt more aggressive pricing
policies and devote greater resources to the development, promotion, and sale of their products and services. Our competitors
may also offer bundled service arrangements that present a more differentiated or better integrated product and services to
customers. Increased competition could require us to lower our prices, reduce our sales revenue, increase our gross losses or
cause us to lose market share. Announcements or expectations as to the introduction of new products and technologies by our
competitors or us could cause customers to defer purchases of our existing products and services, which also could have a
material adverse effect on our business, financial condition, or operating results.
Given the significant price competition in the markets for our services, we may be at a disadvantage compared with those
competitors who have substantially greater resources than us or may otherwise be better positioned to withstand an extended
period of downward pricing pressure. The harm to our business may be magnified if we are unable to adjust our expenses to
compensate for such shortfall, or if we determine that we need to increase our marketing and sales efforts in order to attract new
customers and retain existing customers. See the section entitled “Risks Related to Our Business and Industry” in Part I, Item 1A
"Risk Factors" for more information on our risks related to competition.
7
Operations
Our operations infrastructure consists of data management, security, quality monitoring and control, and billing systems that
support the portfolio of communication and contact center services plans provided by our XCaaS platform. We invest substantial
resources to further develop and manage our service monitoring real-time call management information system.
Key elements of our operations infrastructure include customer quoting and ordering capabilities, customer provisioning,
customer access control, fraud control, network security, video, voice and short messaging service message routing, quality
monitoring, media processing and normalization, call reliability, detailed call record and message storage, transactional metering
for usage-based services, product interfaces and billing and integration with third-party applications. Our software platform
manages the admission, control, rating, and routing of calls and short messaging service messages to their appropriate
destinations. The platform and its assets have been built to offer connectivity, redundancy, security, and scalability. Our tools and
processes aim at maximizing communications range, quality, and reliability.
Network Operations Center: We maintain global network operations centers around the world and employ experienced staff in
voice and data operations in the United States, United Kingdom, Romania, Indonesia, Singapore, and Philippines to provide 24-
hour operations support, seven days per week, whether working in our network operations centers or remotely. We use various
tools, including an extensive set of synthetic tests and Application Performance Monitoring software, to monitor and manage our
network, as well as the networks of our partners and certain larger customers, in real time. We also rely upon the network
operations centers of our telecommunications carrier partners and data center providers to augment our monitoring and
response efforts. Our globally dispersed operations and remote working capabilities allow us to maintain redundant back-up
operations services to minimize or eliminate the impact of local disruptions at any of our operations centers or data centers.
In the event of a major disruption at a data center, such as a natural disaster or service disruptions caused by the COVID-19
pandemic, failover between data centers or public cloud regions for the 8x8 X Series is designed to occur with no or minimal
disruption.
Customer and Technical Support: 8x8 maintains a global customer support organization with operations in the United States,
United Kingdom, Philippines, Singapore, Australia, India, and Romania. Customers can access 8x8 customer support services
directly from the company website, or receive multi-channel technical support via phone, chat, web, and short messaging
service. Emergency support is available on a 24/7 basis.
We take a lifecycle approach to customer support, supporting customers from on-boarding to deployment, and through the
renewal process, to drive greater user adoption of 8x8 solutions. For our larger enterprise customers, our implementation
methodology utilizes a deployment management team and provides active support through the "go-live" date at each customer
site. We also have a premium success program, and for certain customers, a dedicated customer success manager as a focal
point of contact for every aspect of the post-sale relationship. Finally, we offer a variety of training classes through 8x8 University,
either through instructor-led classes or self-paced online learning.
Interconnection Agreements: We have agreements with short messaging service, voice, and mobile network operators
worldwide. Pursuant to these agreements, we can provide inbound and outbound telephone and short messaging services to
traditional telecommunication systems and mobile networks worldwide through our platform via these carriers.
Regulatory Matters
In the United States, at the federal level, we are subject to regulation by the Federal Communications Commission (the "FCC")
as a provider of Voice over Internet Protocol, or VoIP, as well as state and local regulations applicable to Voice over Internet
Protocol providers. For example, regulations we are subject to include E-911 services, porting of phone numbers under specific
conditions, protection of customer data generated by the use of our services, and obligations to contribute to federal programs,
including Universal Service Fund and other regulatory funds, as well as state and local 911 and universal service funds.
In addition to regulations at the federal and state levels, many states are also enacting privacy legislation that apply to
companies like us, which collect, store, and process many types of data, including personal data. California has enacted the
California Consumer Privacy Act (the "CCPA") and adopted the California Privacy Rights Act (the “CPRA"). The CCPA and the
CPRA impose new obligations on qualifying for-profit companies, like us, doing business in California and substantially increases
potential liability for such companies for failure to comply with data protection rules applicable to California residents. In addition,
Virginia, Colorado, Connecticut and Utah enacted new comprehensive privacy laws. Texas, Oregon, and Montana have enacted
new privacy laws that will become effective in 2024. Delaware, Iowa, Maryland, New Hampshire, New Jersey, and Tennessee
have enacted new privacy laws that will become effective in 2025, and Indiana has enacted a new privacy law that will become
effective in 2026. All of these new privacy laws impose new obligations on us.
Internationally, we are subject to a complex patchwork of regulations that vary from country to country. Countries have adopted
laws that impose stringent licensing obligations on providers of Voice over Internet Protocol services like ours. In many countries,
it is not clear how laws that have historically been applied to traditional telecommunications providers will be applied to providers
of Voice over Internet Protocol services like us. In the European Union (the "EU"), the General Data Protection Regulation (the
"GDPR") imposes obligations on all companies like us that collect, store, and process many types of data, including personal
data, and substantially increases potential liability for all companies, including us, for failure to comply with data protection rules.
8
The effect of any future laws, regulations, and orders or any changes in existing laws or their enforcement, including the
application of new taxes and regulations on communication applications like ours running over the internet, on our operations
cannot be determined. See the section entitled “Risks Related to Regulatory Matters” in Part I, Item 1A "Risk Factors" for more
information on these risks.
Geographic Areas
We have one reportable segment. Financial information relating to revenue generated in different geographic areas are set forth
in Note 12, Geographical Information, in the Notes to Consolidated Financial Statements contained in this Annual Report.
Employees and Human Capital
As of March 31, 2024, we had 1,948 full-time employees operating around the world, of which 67% are located outside of the
United States. None of our employees are represented by a labor union or are subject to a collective bargaining arrangement.
As a leading provider of software-as-a-service solutions for contact center, voice communications, video meetings, employee
collaboration and embeddable communication application program interfaces, we are thoughtful about our impact on our
stockholders, our customers, our people, and the planet. We conduct our business ethically and are committed to strong
corporate governance, universal human rights, and sustainable business practices. We strive to create a work environment and
culture that embraces creativity and diversity and is financially and personally rewarding for our people.
Culture and Engagement: 8x8 is transforming modern business communications. We take pride in our innovations that
empower employees and enable our customers to build more agile workplaces. Our efforts are anchored by our value system.
These values define how we work, infuse our daily culture, and make us individually and collectively accountable for our
progress. They also serve as the framework for our extensive onboarding program for new hires and ongoing employee training
and support.
We support a hybrid work environment and continue to seek out innovative ways to leverage our 8x8 Work communication and
collaboration platform to keep our employees connected to each other and maintain a positive and supportive work culture. In
fiscal 2023 we launched Team8s, our branded employee engagement program, and we continue to expand initiatives under the
Team8s umbrella. These include a redesigned and expanded intranet site, regular global and regional activities, a Team8s award
program, and Boomerang recognition for employees who left 8x8 and have elected to return.
As a global company, we believe that building a culture and maintaining high levels of employee engagement requires sensitivity
to local customs, and coordinated effort at the global and regional levels. In fiscal 2024, we established site committees in each
of our regional locations. The site committees play a key role in fostering employee engagement, overseeing health and safety
initiatives, and implementing corporate-wide initiatives at the local and regional levels. The committees are also responsible for
company-sponsored community involvement events consistent with our social value policy. To support our Team8s involvement
in their communities, we offer two paid days off for service per year.
We conduct quarterly employee surveys to gain insight into trends in employee engagement and prioritize new benefits and
programs. Based on the results of engagement surveys, we increased communications on our strategic direction, developed
programs to provide greater clarity on expectations, and expanded learning and development programs. The following programs
are ongoing:
•
We continue to host quarterly all-hands meetings, during which we review our corporate objectives and our progress,
highlight customer stories, and recognize teams and individual contributors for their accomplishments. We schedule two
sessions for each meeting so employees in all time zones can participate and each meeting includes an open question
and answer session.
•
Our CEO writes a weekly communication to all employees on a wide range of topics, including our value system,
customer stories, product and innovation highlights and corporate culture.
•
Creation of a “Day in the Life” video series to help Team8s better understand various roles at 8x8. The first two episodes
focused on “Day in the Life of a Deal” and “Day in the Life of Customer Service”.
•
We updated our processes for establishing individual goals and encourage managers to meet with their direct reports to
discuss objectives and performance several times per year. We provide training and coaching to managers to facilitate
these sessions.
•
We expanded our learning and development programs.
9
Learning and Development – We are committed to professional growth and development for all 8x8 employees equally. We
have four types of training programs for our 8x8 Team8s:
•
LinkedIn Learning - This rich curriculum consists of more than 1,700 individual courses, thousands of videos, and
numerous certifications and assessments is offered to all Team8s, emphasizing alignment with individual development
plans. Since its initial offering in early calendar 2023, LinkedIn usage by Team8s ranked 8x8 in the top 20% of corporate
subscribers.
•
Accerler8 Manager Training - This curriculum provides a multi-media experience for new and experienced managers
alike. Utilizing in-person and virtual classroom instruction, focus group collaboration, small workgroup exercises, and
individual study, the first fifteen cohorts found the program enlightening and energizing. After completing the initial four-
month guided instruction, managers can access the program’s vast library of materials for the following year.
Additionally, Manager Minutes, quick tips and tricks for managers, is scheduled to begin distribution in Q1 fiscal 2025.
•
Senior Leadership Assessment and Coaching - Leaders at the vice president level and above were provided a
commercially available behavioral assessment and assigned coaches for personal support and development
assistance. Additionally, they were given the opportunity to use a commercially available 360 platform, Roster, to
enhance self-awareness. The next phase will encompass senior directors and new vice presidents and above with the
same learning opportunities.
•
Product Technical Training – We tested two platforms to encourage employee growth in technical skills and coding
expediency. With the evaluation complete, we now offer these platforms to our technical teams globally.
Diversity, Equity, Inclusion, and Belonging – As a communications company with a growing international presence, it is vital
that our workforce be as diverse as the customers we serve. Our commitment to diversity is visible from the boardroom to the
server rooms. We have put in place several programs to ensure that we are continuously improving, including establishing a
diversity council, embedding overcoming unconscious bias training in our company wide training curriculum and performance
feedback process, and maintaining open "rooms" on the 8x8 Work app that serve as discussion forums for diversity, equity and
inclusion topics. Employee resource groups are also being formed to serve the interests of women, LGBTQ+ individuals, and
women in technical roles.
When hiring, we strive to keep our candidate pools as diverse as possible to bring new viewpoints into the 8x8 team. Additionally,
we conduct role and gender pay equity audits to ensure pay equity by position. Other activities in fiscal 2024 included:
•
Regular meetings of the employee diversity, equity, inclusion, and belonging council and the formation of a Leadership
Steering Committee to provide executive support for and serve as the sounding board for the employee diversity, equity,
inclusion and belonging council.
•
Pages dedicated to diversity, equity, inclusion and belonging on our internal Team8s site providing employees to provide
employees with access to further information on our initiatives and resources.
•
Activities to celebrate International Women's Day in locations worldwide and Veterans Day in U.S. locations, including
videos of our employees speaking to the importance and value of supporting diversity, equity, inclusion and belonging in
the workplace.
Rewards - We strive to provide competitive total rewards packages to hire and retain the key talent we need to achieve our
growth and profitability objectives. This includes competitive cash compensation, equity grants of restricted stock units, or RSUs,
and performance-based stock units, or PSUs.
We also offer benefits to care for the total health of our employees and their families, including health and dental insurance, paid
medical and parental leave, Company-funded short-and long-term disability, and matching 401K contributions. We also offer
Company-funded mental health services, support for working parents, webinars on financial well-being, and other services
through our global employee assistance program.
All employees can become stakeholders in 8x8 through our Employee Stock Purchase Plan, which allows employees to
purchase up to $25,000 in market value per year of 8x8 stock through payroll deductions.
Available Information
We maintain a corporate Internet website at the address http://www.8x8.com. The contents of this website are not incorporated in
or otherwise to be regarded as part of this Annual Report. We file reports with the Securities and Exchange Commission, or the
SEC, which are available on our website free of charge. These reports include annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, registration statements, proxy statements, and amendments to such reports, each of
which is provided on our website as soon as reasonably practicable after we electronically file such materials with or furnish them
to the Securities and Exchange Commission. In addition, the Securities and Exchange Commission maintains a website
(www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file
electronically with the Securities and Exchange Commission, including 8x8.
10
Information About Our Executive Officers
Our executive officers as of the date of this report are listed below.
Samuel Wilson, Chief Executive Officer. Samuel Wilson, age 55, has served as Chief Executive Officer since May 2023 and
previously served as Interim Chief Executive Officer from November 2022 to May 2023. Mr. Wilson previously served as our
Chief Financial Officer from June 2020 to November 2022. Prior to his appointment, Mr. Wilson served as Chief Customer Officer
and Managing Director of EMEA from January 2020 until June 2020. From September 2017 until January 2020, Mr. Wilson
served as Senior Vice President responsible for e-commerce, global small business, and United States mid-market sales. Prior
to joining 8x8, Mr. Wilson served as VP Finance for MobileIron, an enterprise software security company, from 2011 until 2017
with responsibilities for financial planning and analysis, investor relations, and treasury functions, as well as e-commerce. Mr.
Wilson is a Chartered Financial Analyst. He holds a Bachelor’s Degree in Electrical Engineering from Seattle University and an
MBA from the University of California, Berkeley.
Kevin Kraus, Chief Financial Officer. Kevin Kraus, age 54, has served as Chief Financial Officer since June 2023. Mr. Kraus
previously served as Interim Chief Financial Officer from November 2022 to June 2023. Prior to serving as Interim Chief
Financial Officer, Mr. Kraus previously served as our Senior Vice President of Finance from October 2019 to November 2022,
with responsibility for overseeing the Company’s financial reporting, planning, and procurement functions. From February 2018
to May 2019, Mr. Kraus served as Vice President, Finance for Imperva, a cybersecurity software company. From January 2015 to
September 2017, Mr. Kraus served as Senior Director, Finance for Gigamon, a network visibility and traffic monitoring technology
company. Mr. Kraus is a Certified Public Accountant. He holds a bachelor’s degree in accounting from Rutgers, The State
University of New Jersey-New Brunswick and an MBA from the Pennsylvania State University.
Hunter Middleton, Chief Product Officer. Hunter Middleton, age 57, has served as Chief Product Officer since August 2021.
Mr. Middleton previously served as our SVP of Product and Design from March 2018 to August 2021. From February 2016 to
September 2017, Mr. Middleton served as Vice President and Head of Product Management for Jive Software, Inc., an
enterprise social collaboration application provider. Prior to that, Mr. Middleton served as the Head of Product Management at
Google for Work Systems and led the Google Apps Enterprise product team. Mr. Middleton earned his Ph.D. in Physics from
Princeton University and holds a master’s degree in management from the Kellogg Graduate School of Business at
Northwestern University.
Laurence Denny, Chief Legal Officer. Laurence Denny, age 51, has served as Chief Legal Officer and Corporate Secretary
since December 2022. Mr. Denny previously served as our Chief Compliance Officer, Deputy General Counsel and Assistant
Corporate Secretary from June 2022 to December 2022 and as our Vice President, Deputy General Counsel and Assistant
Corporate Secretary from April 2019 to June 2022, with responsibility for assisting with the oversight of the Company’s global
legal, corporate, litigation, employment, procurement, compliance, and security efforts. From January to April 2019 Mr. Denny
served as Vice President, Deputy General Counsel and Assistant Corporate Secretary for Extreme Networks, a network
equipment company. From September 2016 to January 2019, Mr. Denny was Vice President, Deputy General Counsel and
Assistant Corporate Secretary of TiVo Corporation (formerly known as Rovi Corporation), a digital entertainment technology
company. Mr. Denny is a member of the State Bar of California. He graduated from University of California, Irvine with a Bachelor
of Arts and from Columbia Law School with a Juris Doctorate.
Suzy Seandel, Chief Accounting Officer. Suzy Seandel, age 59, has served as Chief Accounting Officer since May 2022.
From February 2019 to May 2022 Ms. Seandel served as VP, Corporate Controller for Barracuda Networks, Inc., a security,
networking and storage products company. From January 2007 to October 2018, Ms. Seandel served as Chief Accounting
Officer at Cavium, Inc., a fabless semiconductor company. Prior to Cavium, Inc., Ms. Seandel also held positions of increasing
responsibility at several other publicly traded companies and spent nearly five years at Deloitte & Touche LLP in assurance and
audit services. Ms. Seandel holds a Bachelor of Science degree in Finance from Santa Clara University and is a Certified Public
Accountant in the state of California.
11
ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties. You should consider carefully the risks and
uncertainties described below, together with all of the other information in this report. If any of the following risks or other risks
actually occur, our business, financial condition, results of operations, and future prospects could be materially harmed, and the
price of our common stock could decline. Our business could also be materially and adversely affected by risks and uncertainties
that are not presently known to us or that we currently believe are not material. Unless otherwise indicated, references to our
business being harmed in these risk factors will include harm to our results of operations, financial condition, reputation, and
future prospects.
Risk Factors Table of Contents
Risk Factors Summary
Risks Related to our Business and Industry
Risks Related to our Products and Operations
Risks Related to Regulatory Matters
Risks Related to Intellectual Property
Risks Related to our Debt, our Stock, and our Charter
General Risk Factors
Risk Factors Summary
Our business is subject to a number of risks that may adversely affect our business, financial condition, results of
operations, and cash flows. These risks are discussed more fully below and include, but are not limited to:
Risks Related to our Business and Industry
•
Our history of losses and anticipated continued losses.
•
Unpredictability of our future operating results.
•
Reductions in either spending or collections may result in reductions in revenue.
•
Future increases in our customer churn.
•
Dependence on new customer acquisition and retention and upsell to existing customers.
•
Intense competition in our industry.
•
Failure to manage and grow our indirect sales channels.
•
Complexity and length of enterprise customer sales cycle.
•
Dependence on new product and services to maintain and grow our business.
•
Difficulty attracting and retaining key management, technical and sales personnel.
•
We may not realize all of the anticipated benefits of our acquisition of Fuze, Inc.
•
Potential past and future liabilities related to federal, state, local and international taxes, fees, surcharges and levees.
•
We may incur impairments to goodwill, intangible assets or long-lived assets.
Risks Related to our Products and Operations
•
Service outages due to software vulnerabilities or failures of physical infrastructure.
•
Scalability of our cloud software services to meet existing and new customer demand.
•
Risks related to international expansion, including the Russia and Ukraine war.
•
Risks related to current and future acquisitions.
•
Our ability to maintain compatibility with third-party applications and mobile platforms.
•
Reliance on third-parties to provide network services and connectivity.
•
Reliance on third-party vendors for IP phones and certain software endpoints.
•
Difficulty executing local number porting requests.
Risks Related to Regulatory Matters
•
Risks related to cybersecurity breaches and malicious acts.
•
Liabilities related to credit card transaction processing services.
•
Failure to comply with data privacy and protection laws.
•
Services must comply with industry standards and government regulations.
12
Risks Related to Intellectual Property
•
Infringement of third-party proprietary technology.
•
Inability to protect our proprietary technology.
•
Inability to use third-party or open-source software.
Risks Related to our Debt, our Stock, and our Charter
•
Cash flow may be insufficient to service or pay down our substantial debt.
•
Inability to raise necessary funds in the future.
•
Conditional conversion features of our debt could adversely affect our financial condition.
•
Change in accounting standards, including for our debt, may cause adverse financial reporting fluctuations and affect
our reported operating results.
•
The current instability in the banking system could adversely impact our operations.
•
Future sales of common stock or equity-linked securities.
•
Certain provisions in our charter may discourage takeover attempts.
General Risk Factors
•
Risks related to the ongoing impact of the COVID-19 pandemic.
•
Secure financing on favorable terms.
•
Risks related to natural disasters, war, terrorist attacks, global pandemics, and other unforeseen events.
Risks Related to our Business and Industry
We have a history of losses, have incurred significant negative cash flows in the past, and anticipate continuing losses
in the future. As such, we may not be able to achieve or maintain profitability in the future.
We recorded an operating loss of approximately $27.6 million for the year ended March 31, 2024, and ended the period with an
accumulated deficit of approximately $860.5 million. We expect to continue to incur operating losses in the near future as we
continue to invest in our business. During our fiscal year ending March 31, 2025, we intend to continue to invest in sales and
marketing and research and development, among other areas of our business, to compete more successfully for the business of
companies that are transitioning to cloud communications and otherwise position ourselves to take advantage of long-term
revenue-generating opportunities.
We expect to continue to incur losses for at least the next fiscal year and later, and we will need to increase our revenue to
generate and sustain operating profitability in future periods. The investments we have made in fiscal 2024 and beyond may not
generate the returns that we anticipate, which could adversely impact our financial condition and make it more difficult for us to
grow revenue and/or achieve profitability in the time period that we expect, or not at all. In order to achieve profitability, we will
need to manage our cost structure more efficiently and not incur significant liabilities, while continuing to grow our revenue.
Despite these efforts, our revenue may continue to decline, and/or we may incur significant losses in the future due to inflationary
pressures impacting our cost structure, Russia's invasion of Ukraine, the conflict between Israel and Hamas and Israel and Iran
or other geopolitical events, any further downturn in general economic conditions, increasing competition (including competitive
pricing pressures and large competitors moving into our markets), decrease in the adoption or sustained use of the cloud
communications market, exiting lines of business, interest rate and foreign currency fluctuations, or our inability to execute on
business opportunities. Given our history of fluctuating revenue and operating losses, we cannot be certain that we will be able to
achieve or maintain operating profitability in the future.
Our future operating results, including revenue, expenses, losses, profits, and operating cash flow, may vary
substantially from period to period and may be difficult to predict. As a result, we may fail to meet or exceed the
expectations of market analysts or investors, which could negatively impact our stock price.
Our historical operating results have fluctuated and are expected to continue to fluctuate in the future. A decline in our operating
results could cause our stock price to fall. There are a number of factors that may affect our operating results on a quarterly,
annual, or longer-term basis, some of which are outside our control. These include, but are not limited to:
•
changes in the markets we compete in, including reductions in market growth or consolidation among competitors,
channel partners, or customers;
•
changes in customer demand, including cancellations, subscription downgrades, or substitution of our lower-priced, less
feature-full products for our higher-priced, more feature-full products;
•
changes in the competitive dynamics in our markets, including competitors increasing compensation payable to channel
partners or increasing discounts or credits issued to customers;
•
lengthy sales cycles;
•
changes in regulatory requirements or lengthy regulatory approval cycles;
•
new product introductions by us or our competitors;
•
unpredictability of usage-based revenue products that do not involve long-term subscription commitments;
•
the mix of our customer base, sales channels, and services sold;
•
the number of additional customers, on a net basis;
13
•
the amount and timing of costs associated with recruiting, training, and integrating new employees;
•
the retention of our senior management and other key employees, their ability to execute on our business plan and the
loss of services of senior management or other key employees, whether in the past or in the future;
•
unforeseen costs and expenses related to the expansion of our business, operations, and infrastructure;
•
our dependency on third-party vendors of hardware, software, and services that we resell to our customers, including
the effects of supplier price increases which we are unable to pass along to our customers;
•
our ability to execute our operating plans successfully, including back-office system optimizations and increases in
execution speed while also reducing costs and optimizing our operating margin;
•
continued compliance with industry standards and regulatory requirements;
•
decline in usage related to increases in return to office;
•
material security breaches or service interruptions due to cyberattacks or infrastructure failures or unavailability; and
•
introduction and adoption of our cloud software solutions in markets outside of the United States.
It is possible that in some future periods our results of operations may be below the expectations of public market analysts and
investors.
In addition, changes in regulations, accounting principles, and our interpretation of these and judgments used in applying them,
could have a material effect on our results of operations. We also need to revise our business processes, systems, and controls,
which require significant management attention and may negatively affect our financial reporting obligations. If any of these
events were to occur, the price of our common stock would likely decline significantly.
Any reduction in our spending may not achieve the desired result or may result in a reduction in revenue.
Our increased emphasis on profitability and cash flow generation may not be successful. We intend to reduce our total costs as a
percentage of revenue, primarily impacting our sales and marketing expenses. There can be no assurances that our cost
reduction initiatives will result in the cost savings that we anticipate as a percentage of our revenue and will not have unintended
or unforeseen consequences, including a further reduction in revenue. We have experienced a reduction in revenue recently,
which may have resulted from our cost reduction initiatives.
Churn in our customer base adversely impacts our revenue and requires us to spend money to retain existing
customers and to capture replacement customers. If we experience increases in customer churn in the future, our
revenue growth will be adversely impacted and our customer retention costs will increase.
Our customers may elect not to renew their subscriptions at the end of their contractual commitments, either entirely or by
reducing the contracted services, resulting in reduced revenue from those customers. Because of churn in our customer base,
we must acquire new customers and sell additional 8x8 products and services to our existing customers on an ongoing basis to
maintain our existing level of revenue. As a result, sales and marketing expenditures are an ongoing requirement of our
business. Our ability to maintain and grow our revenue is adversely impacted by the rate at which our customers cancel or
downgrade services. Churn reduces our revenue growth rate, and if our churn rate increases, we must acquire even more new
customers and/or sell more products and services to existing customers, to maintain and grow our revenue. We incur significant
costs to acquire new customers, and those costs are a meaningful component in driving our net profitability. Churn may also
prevent us from increasing the price of our services in the future, as well as limit our ability to sell additional 8x8 products and
services to our existing customers and we may need to renew certain customers at a lower rate, of which each case would
adversely impact our revenue in the future. Therefore, if we are unsuccessful in managing our existing customer churn and/or
our customer churn rate increases in the future our revenue growth would decrease and our revenue may decline, causing our
net loss to increase.
Our rate of customer cancellations or downgrades in services may increase in future periods due to a number of factors, some of
which are beyond our control, such as the financial condition of our customers, the general economic environment, or significant
shifts in geopolitical stability that affect global markets. Additionally, challenges in international expansion, including navigating
diverse regulatory landscapes and adapting to local market conditions, may influence our ability to maintain or grow our
customer base in certain regions. Pricing, competitive products, and migration of our customers from Fuze or other legacy
products all can contribute to churn. If we are unable to maintain the quality and performance of our service whether due to a
lack of feature parity or quality of service relative to the products of our competitors or service outages or disruptions, we could
experience potentially sharp increases in customer cancellations and/or downgrades or customer credits which would adversely
impact our revenue.
14
Our success hinges on our ability to acquire new customers and retain and sell additional services to our existing
customers.
We generate revenue primarily from the sale of subscriptions to our cloud communications services to our customers, which
include small business, mid-market and enterprise customers as well as government agencies and other organizations. We
define a “customer” as the legal entity or entities to which we provide services pursuant to a single contractual arrangement. Our
future success depends on our ability to increase the amount of revenue we generate from new and existing customers.
If our sales and marketing efforts are not effective in identifying and qualifying prospective new customers, demonstrating the
quality, value, features and capabilities of our solutions, especially XCaaS, to those prospects and promoting our brand generally,
we may not be able to acquire new customers at the rate necessary to achieve our revenue targets. We must also continue to
design, develop, offer and sell services with quality, cost, features and capabilities that compare favorably to those offered by our
competitors. As our target markets mature, or as competitors introduce lower cost and/or more differentiated products or services
that compete or are perceived to compete with ours, we may be unable to attract new customers, on favorable terms, or at all,
which could have an adverse effect on our revenue.
In addition to acquiring new customers, we generate new revenue by selling our existing customers additional quantities of
subscribed services, or subscriptions to new or upgraded services. Particularly in the case of large enterprises, we often have
opportunities to expand the sale of our services within an organization after we have completed an initial sale to one part of the
organization (for example, a business unit, division or department, or personnel based in a particular country or region) and the
organization has qualified us as a vendor. We invest in efforts to educate and train users on the features and capabilities of our
services so that they can become advocates within their organizations and encourage increased adoption of our solutions.
However, if existing users within an organization are dissatisfied with any aspect of our cloud services, or the technical support,
training or other professional services we provide, we may face challenges in up-selling or increasing our penetration of the
organization.
Intense competition for new customers and retention of existing customers (including pricing pressure) in the markets
in which we compete may prevent us from increasing or sustaining our revenue growth, or achieving and maintaining
profitability, which could materially harm our business.
The cloud communications industry is competitive and rapidly evolving. We expect the industry to be increasingly competitive in
the future due to a number of factors including, but not limited to, the entry into the market of new competitors or the
consolidation of existing competitors. Because we offer multiple services from a single platform, we compete with businesses in
several overlapping industries, including voice, video meetings, chat, team messaging, contact center and enterprise-class
application program interface solutions.
In connection with our voice, video meetings, chat, team messaging, contact center, and enterprise-class application program
interface solutions, we face competition from other cloud service providers such as RingCentral, Inc., Genesys
Telecommunications Laboratories, Inc., Zoom Video Communications, Inc., Vonage Holdings Corp.(acquired by Ericsson), Five9,
Inc., NICE inContact, Inc., Talkdesk, Inc., and Twilio Inc., among others, as well as from legacy on-premises communications
equipment providers, such as Avaya, Inc., Cisco Systems, Inc., and Mitel Networks Corp.
We also face competition from Internet and cloud service companies such as Alphabet Inc. (Google Voice and Google Meet),
Amazon Inc., and Microsoft Corporation. Some of these competitors have developed software solutions for their respective
communications and/or collaboration silos, such as Microsoft, which is investing significantly in its Microsoft Teams unified
communication and collaboration product. Any of these companies could launch a new cloud-based business communications
service, expand its existing offerings to compete with features of our services, or enter into a strategic partnership with, or
complete an acquisition of, one or more of our cloud communications competitors.
Many of our current and potential competitors have greater resources and brand awareness and a larger base of customers than
we have. As a result, these competitors may have greater marketing credibility. They also may adopt more aggressive pricing
policies and devote greater resources to the development, promotion, and sale of their products and services. Our competitors
may also offer bundled service arrangements that present a more differentiated or better integrated product and services to
customers. Increased competition could require us to lower our prices, reduce our sales revenue, increase our gross losses or
cause us to lose market share. Announcements or expectations as to the introduction of new products and technologies by our
competitors or us could cause customers to defer purchases of our existing products and services, which also could have a
material adverse effect on our business, financial condition, or operating results.
Given the significant price competition in the markets for our services, we may be at a disadvantage compared with those
competitors who have substantially greater resources than us or may otherwise be better positioned to withstand an extended
period of downward pricing pressure. The harm to our business may be magnified if we are unable to adjust our expenses to
compensate for such shortfall, or if we determine that we need to increase our marketing and sales efforts in order to attract new
customers and retain existing customers.
15
Failure to grow and manage our network of indirect sales channels partners could materially and adversely impact our
revenue in the future.
Our future business success, particularly to attract and support larger customers and expand into international markets, depends
on our indirect sales channels. These channels consist of master agents and subagents, independent software vendors, system
integrators, value-added resellers, and internet service providers, among others. We typically contract directly with the end
customer and use these channel partners to identify, qualify and manage prospects throughout the sales cycle, although we also
have arrangements with partners who purchase our services for resale to their own customers. As our business with master- and
sub-agent partners has increased, we have seen our commission payments to these partners become an increasing portion of
our sales and marketing expenses. Our future success depends upon our ability to develop and maintain successful
relationships with these business partners, many of whom also market and sell services of our competitors, and our ability to
increase the portion of sales opportunities they refer to us. To do so, we must continue to offer services that have quality, price,
features, and other elements that compare favorably to those of competing services, ensure our partners are adequately trained
and knowledgeable about our services, and provide sufficient incentives for these partners to sell our services in preference to
those of our competitors while maintaining a cost-effective agency structure. If we are unable to persuade our existing business
partners to increase their sales of our services or to build successful partnerships with new organizations, or if our channel
partners are unsuccessful in their marketing and sales efforts, we may not be able to grow our business and increase our
revenue at the rate we predict, or at all, and our business may be materially adversely affected.
As we increase sales to enterprise customers, our sales process has become more complex and resource-intensive,
our average sales cycle has become longer, and the difficulty in predicting when sales will be completed has increased.
We currently derive a majority of our revenue from sales of our cloud software solutions to mid-market and enterprise customers,
and we believe that increasing our sales to these customers is the key to our future growth. Our sales cycle, which is the time
between initial contact with a potential customer and the ultimate sale to that customer, is often lengthy and unpredictable for
larger enterprise customers. Many of our prospective enterprise customers do not have prior experience with cloud-based
communications or contact centers, and may not appreciate the benefits of a unified platform for both. Therefore, they typically
spend significant time and resources evaluating our solutions before they purchase from us. Similarly, we typically spend more
time and effort determining their requirements and educating these customers about the benefits and uses of our solutions.
Enterprise customers also tend to demand more customizations, integrations, and additional features than smaller customers. As
a result, we may be required to divert more sales and engineering resources to a smaller number of large transactions than we
have in the past, which means that we will have less personnel available to support other sectors, or we will need to hire
additional personnel, which would increase our operating expenses.
It is often difficult for us to forecast when a potential enterprise sale will close, the size of the customer's initial service order, and
the period over which the implementation will occur, any of which may impact the amount of revenue we recognize or the timing
of revenue recognition. Enterprise customers may delay their purchases from one quarter to another as they assess their budget
constraints, negotiate early contract terminations with their existing providers, or wait for us to develop new features. Any delay in
closing, or failure to close, a large enterprise sales opportunity in a particular quarter or year could significantly harm our
projected growth rates and cause the amount of new sales we book to vary significantly from quarter to quarter. We also may
have to delay revenue recognition on some of these transactions until the customer's technical or implementation requirements
have been met.
The market for cloud software solutions is subject to rapid technological change, and we depend on new product and
service introductions in order to maintain and grow our business.
We operate in an emerging market that is characterized by rapid changes in customer requirements, frequent introductions of
new and enhanced products and services, and continuing and rapid technological advancement. To compete successfully in this
emerging market, we must continue to design, develop, manufacture, and sell highly scalable new and enhanced cloud software
solutions products and services that provide higher levels of performance and reliability at lower cost. If we are unable to develop
new products and services that address our customers' needs, to deliver our cloud software solution applications in one
seamless integrated service offering that addresses our customers' needs, or to enhance and improve our products and services
in a timely manner, we may not be able to achieve or maintain adequate market acceptance of our services.
To the extent that we are unable to achieve market acceptance of our unified communications as-a-service and contact center
as-a-service products and services, including our X Series, we may be unable to recoup our research and development and
marketing costs on the schedule we anticipated, and our results of operations may suffer.
Our ability to maintain or grow is also subject to the risk of future disruptive technologies. If new technologies emerge that are
able to deliver communications and collaboration solution services at lower prices, more efficiently, more conveniently, or more
securely, such technologies could adversely impact our ability to compete.
We may have difficulty attracting or retaining senior management and other personnel with the industry experience and
technical skills necessary to support our desired growth.
Companies in the cloud communications industry compete aggressively for top talent in all areas of business, but particularly in
senior management, sales and marketing, professional services, and engineering, where employees with industry experience,
technical knowledge and specialized skill sets are particularly valued. In response to a competitive hiring environment, some of
16
our competitors are responding by increasing employee compensation, paying more on average than we pay for the same
position or offering more attractive equity compensation. Any such disparity in compensation could make us less attractive to
candidates as a potential employer, which in turn may make it more difficult for us to hire and retain qualified employees,
including senior executives. Training an individual who lacks prior cloud communications experience to be successful in a sales
or technical role can take months or even years.
If an employee of 8x8 leaves to work for a competitor, not only are we impacted by the loss of the individual resource, but we
also face the risk that the individual will share our trade secrets with the competitor in violation of his or her contractual and legal
obligations to us. Our competitors have in the past and may in the future target their hiring efforts on a particular department, and
if we lose a group of employees to a competitor over a short time period, our day-to-day operations may be impaired. While we
may have remedies available to us through litigation, these would likely take significant time and expense and be ineffective to
the immediate operational risk as well as divert management attention from other areas of the business.
If we increase employee compensation (beyond levels that reflect customary performance-based and/or cost-of-living
adjustments) in response to the competitive hiring environment, we may sustain greater operating losses than we predicted in
the near term, and we may not achieve profitability within the timeframe we had expected, or at all. In addition, we may need to
issue equity at increased levels, now and in the future, to attract and retain key employees and executives, including weighting a
greater percentage of our employees' total compensation in the form of equity as opposed to cash, which will have the adverse
effect of increasing dilution for our stockholders.
We may not realize all of the anticipated benefits of the acquisition of Fuze, Inc.
The success of our acquisition of Fuze, Inc. ("Fuze") will depend, in part, on our ability to realize the anticipated growth
opportunities and synergies from combining the businesses of our company and Fuze. Our ability to realize these anticipated
benefits, and the timing of this realization, depend upon a number of factors and future events, many of which we and Fuze,
individually or collectively, cannot control. These factors and events include:
•
our ability to successfully and timely integrate Fuze’s business and operations with ours;
•
obtaining and maintaining intellectual property rights relating to Fuze technology;
•
porting Fuze customers onto our 8x8 platform;
•
the retention of Fuze’s customers; and
•
minimizing the diversion of management’s attention from ongoing business concerns.
We cannot assure you that any of the foregoing factors will not have an adverse effect on our business, financial condition, and
prospects. Acquisitions involve risks, including inaccurate assessment of undisclosed, contingent, or other liabilities or problems.
Following the completion of the acquisition, the surviving corporation possesses not only all of the assets, but also all of the
liabilities, of Fuze. We have experienced unexpected liabilities as a result of our Fuze acquisition. It is possible that undisclosed,
contingent, or other liabilities or problems may arise in the future of which we were previously unaware. These undisclosed
liabilities could have an adverse effect on our business, financial condition, and prospects.
Taxing authorities have asserted, or could in the future assert, that we should have collected or in the future should
collect sales and use, value added, or similar taxes, including on similar services for which our competitors may not be
subject to the same obligations. As a result, we could be subject to liability with respect to past or future sales, which
have and could adversely affect our business.
The applicability of state and local taxes, fees, surcharges or similar taxes to our services is complex, ambiguous, and subject to
interpretation and change. In the United States, for example, we collect state and local taxes, fees, and surcharges based on our
understanding of the applicable laws in the relevant jurisdiction. The taxing authorities may challenge our interpretation of the
laws and may assess additional taxes, penalties, and interests, which could have adverse effects on the results of operations
and, to the extent we pass these through to our customers, demand for our services. Additionally, the applicability of sales and
use, value added, or similar taxes may differ between services such as unified communication, voice, video, contact center, and
platform communications so that the obligations to collect taxes from customers may vary between services and between
companies such that we may be obligated to collect taxes at a higher rate that other services from our competitors, thereby
impacting customer demand for our services. We currently file more than 1,500 state and local tax returns monthly. Periodically,
we have received inquiries from state and municipal taxing agencies with respect to the remittance of state or local taxes, fees,
or surcharges. Currently, several jurisdictions are conducting audits of 8x8; in the event our positions are unsuccessful, we may
be subject to tax payments, interest, and penalties in excess of those that we have accrued for. As of March 31, 2024, we have
paid or accrued for state or local taxes, fees, and surcharges that we believe are required to be remitted.
Our ability to use our net operating losses or research tax credits to offset future taxable income is subject to certain
limitations.
As of March 31, 2024, we had federal net operating loss, or NOL, carryforwards of $1,118.7 million, of which $335.5 million are
related to years prior to fiscal 2019 and begin to expire in 2034. The remaining $783.2 million carry forward indefinitely, but can
only be used to apply up to 80% of the Company's taxable income for a given tax year. As of March 31, 2024, the Company also
had state net operating loss carryforwards of $915.8 million, the majority of which will expire at various dates between 2025 and
2043. In addition, at March 31, 2024, the Company had research and development credit carryforwards for federal and California
tax purposes of approximately $16.8 million and $23.4 million, respectively. The federal income tax credit carryforwards will
17
expire at various dates between the calendar years 2035 and 2044, while the California income tax credits will carry forward
indefinitely. Utilization of our net operating loss and tax credit carryforwards can become subject to substantial annual limitation
due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions. A
Section 382 ownership change generally occurs if one or more stockholders or groups of stockholders who own at least 5% of
the stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling
three-year period. Similar rules may apply under state tax laws. Such an ownership change, or any future ownership change,
could have a material effect on our ability to utilize the net operating loss or research credit carryforwards. In addition, under the
Tax Cuts and Jobs Act, or the Tax Act, the amount of net operating loss that we are permitted to deduct in any taxable year is
limited to 80% of the taxable income in such year. There is a risk that due to changes under the Tax Act, regulatory changes, or
other unforeseen reasons, the existing net operating loss could expire or otherwise be unavailable to offset future income tax
liabilities, which could have a material impact on our net income (loss) in future periods.
We may incur impairments to goodwill, intangible assets, or long-lived assets which could negatively impact our
operating results and financial condition.
The Company has a substantial amount of goodwill, intangible assets and long-lived assets on its consolidated balance sheet.
The Company performs an annual test for indications of goodwill, intangible assets and long-lived assets impairment and more
often if indicators of impairment exist. The impairment evaluation requires significant judgment and estimates by management,
and unfavorable changes in these assumptions or other factors could result in future impairment charges and have a significant
adverse impact on the Company’s reported earnings. Such factors include macroeconomic conditions in equity and credit
markets, broader industry and market considerations, cost factors including material and labor cost, and the operating and
financial performance of the Company. Additionally, a decline in the market valuation of the Company’s common shares, whether
related to the Company or overall market conditions, could adversely impact the assumptions used to perform the evaluation of
its goodwill, indefinite-lived intangible assets and long-lived assets.
In connection with partially ceasing use of the Company’s Headquarters and an international office space, the Company
recorded impairment charges of $9.9 million and $1.1 million, respectively, as the carrying amount of the right-of-use assets
related to the leases exceeded its fair value based on the Company’s estimate of future discounted cash flows related to the
leased facility. During fiscal 2024, the non-cash charge of $11.0 million was recorded as an impairment of long-lived assets on
the consolidated statements of operations and consisted of an $11.0 million impairment of operating lease right-of-use assets.
See Note 6, Leases, in the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report.
Risks Related to our Products and Operations
If our platform or services experience significant or repeated disruptions, outages, or failures due to defects, bugs,
vulnerabilities, or similar software problems, or if we fail to determine the cause of any disruption or failure and correct
it promptly, we could lose customers, become subject to service performance or warranty claims, or incur significant
costs, reducing our revenue and adversely affecting our operating results.
Our customers use our communications services to manage important aspects of their businesses, and any errors, defects,
outages, or disruptions to our service or other performance problems with our service (such as those we have recently
experienced and may encounter again), including those related to artificial intelligence technologies or dependencies on third-
party services, could hurt our reputation and may damage our customers' businesses, any of which may result in our granting of
credits to customers that in turn would reduce our revenue. Our services and the systems infrastructure underlying our cloud
communications platform, including firewalls, switches and routers, incorporate software that is highly technical and complex.
Our software and network infrastructure configurations have contained, and may now or in the future contain, undetected errors,
bugs, or vulnerabilities, including those introduced by artificial intelligence-powered features. Such weaknesses could be
exploited by hackers. These vulnerabilities include but are not limited to risks from ransomware, sophisticated nation-state
attacks, and emerging malware threats. We continuously monitor these threats and update our defenses in response. Such
weaknesses have also been the cause of, and may in the future cause, temporary service outages or other disruptions for some
customers, potentially leading to significant financial and reputational damage. Our cybersecurity response plan includes incident
response teams and system updates to mitigate these risks. Some errors in our software code may not be discovered until after
the code has been released. Any errors, bugs, or vulnerabilities discovered in our code after release could result in damage to
our reputation, loss of customers, loss of revenue, or liability for service credits or damages, any of which could adversely affect
our business and financial results. We implement bug fixes and upgrades as part of our regularly scheduled system
maintenance, which may lead to system downtime. Even if we are able to implement the bug fixes and upgrades in a timely
manner, any history of defects, reliance on vulnerable third-party services, or the loss, damage, or inadvertent release of
confidential customer data, could cause our reputation to be harmed, and customers may elect not to purchase or renew their
agreements with us and subject us to service performance credits, warranty claims or increased insurance costs. The costs
associated with any material defects or errors in our software or other performance problems may be substantial and could
materially adversely affect our operating results.
18
Our physical infrastructure is concentrated in a few facilities (i.e., data centers and public cloud providers), and any
failure in our physical infrastructure or service outages could lead to significant costs and/or disruptions and could
reduce our revenue, harm our business reputation and have a material adverse effect on our financial results.
Our leased network and data centers, as well as public cloud infrastructure, are subject to various points of failure. Problems with
cooling equipment, generators, uninterruptible power supply, routers, switches, or other equipment, whether or not within our
control, often managed by third-party service providers, expose us to cybersecurity risks such as unauthorized access or data
breaches. These incidents have led to recent service interruptions and may continue to do so. These incidents could result in
further service interruptions for our customers as well as equipment damage, significantly impacting our operational capability
and customer satisfaction. Our infrastructure is consolidated into a few large data center facilities distributed globally across
different regions. Any failure or downtime in one of our data center facilities could affect a significant percentage of our
customers. The total destruction, closure, or severe impairment of any of our data center facilities could result in significant
downtime of our services and the loss of customer data. Because our ability to attract and retain customers depends on our
ability to provide customers with highly reliable service, even minor interruptions in our service could harm our reputation.
Additionally, in connection with the expansion or consolidation of our existing data center facilities from time to time, there is an
increased risk that service interruptions may occur as a result of server relocation or other unforeseen construction-related
issues.
We have experienced interruptions in service in the past, including recent outages. The harm to our reputation is difficult to
assess but has resulted and may result in the future in customer attrition. We have taken and continue to take steps to improve
our infrastructure to prevent service interruptions, including upgrading our electrical and mechanical infrastructure. However,
service interruptions continue to be a significant risk for us and could have a material adverse impact on our business.
Any future service interruptions could:
•
cause our customers to seek service credits or damages for losses incurred;
•
require us to replace existing equipment or add redundant facilities;
•
affect our reputation as a reliable provider of communications services;
•
cause existing customers to cancel or elect to not renew their contracts; or
•
make it more difficult for us to attract new customers.
We may be required to transfer our servers to new data center facilities or public cloud load to a different public cloud provider in
the event that we are unable to renew our agreement or leases on acceptable terms, or at all, or the owners of the facilities
decide to close their facilities, and we may incur significant costs and possible service interruption in connection with doing so. In
addition, any financial difficulties, such as bankruptcy or foreclosure, faced by our third-party data center operators, or any of the
service providers with which we or they contract, may have negative effects on our business, the nature and extent of which are
difficult to predict. If our data centers or our public cloud providers are unable to keep up with our increasing needs for capacity,
our ability to grow our business could be materially and adversely impacted.
We may not be able to scale our business operations efficiently or quickly enough to meet our customers' growing
needs, leading to increased customer churn and damage to reputation and brand, each of which could harm our
operating results.
As usage of our cloud software solutions by small business, mid-market and enterprise customers expands and as customers
continue to integrate our services across their enterprises, we are required to devote additional resources to improving our
application architecture, integrating our products and applications across our technology platform, integrating with third-party
systems, and maintaining infrastructure performance. To the extent we increase our customer base and as our customers gain
more experience with our services, the number of users and transactions managed by our services, the amount of data
transferred, processed, and stored by us, the number of locations where our service is being accessed, and the volume of
communications managed by our services have in some cases, and may in the future, expand rapidly. In addition, the reliance on
and integration with artificial intelligence technologies and third-party services may increase operational complexities and
dependencies, so we may need scale and modernize our internal business systems and our services organization, including
customer support, sales operations, billing services, and regulatory, privacy and cybersecurity compliance, to serve our growing
customer base. Further, any inability to manage or forecast the demands associated with such scalability, especially in the
context of new or evolving data protection and privacy laws, or any other failure or delay in these efforts could cause impaired
system performance and reduced customer satisfaction. These issues could adversely impact our reputation and brand and
reduce the attractiveness of our cloud software solutions to customers, resulting in decreased sales to new customers, lower
renewal rates by existing customers, and the issuance of service credits, or requested refunds, which could hurt our revenue
growth and our reputation.
Because our long-term growth strategy involves continued expansion outside the United States, our business will be
susceptible to risks associated with international operations.
An important component of our growth strategy involves the further expansion of our operations and customer base
internationally. We have formed subsidiaries outside the United States, including a subsidiary in Romania that contributes
significantly to our research and development efforts. Additionally, we have expanded into the United Kingdom, the EU, and
Southeast Asia. The risks and challenges associated with sales and other operations outside the United States are different in
19
some ways from those associated with our operations in the United States, and we have a limited history addressing those risks
and meeting those challenges. Our current international operations and future initiatives, including Southeast Asia, will involve a
variety of risks, including:
•
localization of our services, including translation into foreign languages and associated expenses;
•
regulation of our services as traditional telecommunications services, requiring us to obtain authorizations or licenses to
operate in foreign jurisdictions, or alternatively preventing us from selling our full suite of services, or any services at all,
in such jurisdictions;
•
changes in a specific country's or region's regulatory requirements, taxes, trade policies, tariffs, sanctions, trade laws, or
political, or economic condition;
•
increased competition from regional and global cloud communications competitors in the various geographic markets in
which we compete, where such markets may have different sales cycles, selling processes, and feature requirements,
and may involve high levels of competition from local vendors that could require aggressive pricing strategies and
adaptations to local market demands, which may limit our ability to compete effectively in different regions globally;
•
more stringent regulations relating to data security and the unauthorized use of, access to, and transfer of, commercial
and personal information, particularly in the EU, and potentially conflicting privacy regulations that could complicate data
management and compliance;
•
differing labor regulations, especially in the EU and Latin America, where labor laws are generally more advantageous
to employees as compared to those in the United States, including deemed hourly wage and overtime regulations in
these locations;
•
challenges inherent in efficiently managing an increased number of employees over large geographic distances,
including the need to implement appropriate systems, policies, benefits, and compliance programs;
•
difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative
dispute systems, and regulatory systems, which could delay or impede our ability to effectively launch our operations or
scale them efficiently;
•
increased travel, real estate, infrastructure, and legal compliance costs associated with international operations;
•
different pricing environments, longer sales cycles, longer accounts receivable payment cycles, and other collection
difficulties;
•
currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of
entering into hedging transactions if we chose to do so in the future;
•
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations
in other countries;
•
laws and business practices favoring local competitors or general preferences for local vendors;
•
limited or insufficient intellectual property protection;
•
political instability or terrorist activities, including the impact of geopolitical tensions in regions like Eastern Europe, the
Middle East, and Asia, which could affect market stability and operations, or impact our employees located in those
regions;
•
a military conflict with China and/or Russia or other geopolitical conflicts between nation-states, that will likely involve
cyberattacks on critical infrastructure, including, but not limited to, global data centers, power grids, and communication
companies;
•
exposure to liabilities under anti-corruption and anti-money laundering laws, including the United States Foreign Corrupt
Practices Act, the United Kingdom Bribery Act 2010, trade and export laws such as those enforced by the Office of
Foreign Assets Control (OFAC) of the United States Department of the Treasury, and similar laws and regulations in
other jurisdictions;
•
continuing uncertainty regarding social, political, immigration, and tax and trade policies in the United States and
abroad, including as a result of the United Kingdom's withdrawal from the EU;
•
regional travel restrictions, business closures, government actions and other restrictions in connection with the
geopolitical instabilities or pandemics; and
•
adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.
We have limited experience in operating our business internationally, which increases the risk that any potential future expansion
efforts that we may undertake will not be successful. We expect to invest substantial time and resources to expand our
international operations. If we are unable to do this successfully and in a timely manner, our business and operating results could
be materially adversely affected.
The conflict between Russia and Ukraine and related sanctions, as well as other geopolitical conflicts, could negatively
impact us.
The ongoing conflict between Russia and Ukraine has led to and is expected to continue to lead to disruption, instability, and
volatility in global markets and industries. Our business, including our operations in Romania, could be negatively impacted by
such conflict. We have a significant engineering and operations presence in Romania, which borders Ukraine, and any
expansion of the conflict between Russia and Ukraine to the countries surrounding Ukraine, including Romania, would negatively
impact us and our employees in Romania. The United States government and other governments in jurisdictions in which we
operate have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional
sanctions and controls. The impact of these measures, as well as potential responses to them by Russia, or by escalated
tensions in the Middle East, particularly the ongoing conflict between Israel and Hamas and Israel and Iran that pose a particular
20
risk given our partnerships with operations in Israel that may be adversely affected by those conflicts, could adversely affect our
business, supply chain, partners, or customers, particularly if the impact were to cause a geographic expansion of the conflict
between Russia and Ukraine to surrounding countries or intensify disruptions in the Middle East.
We face risks related to acquisitions now and in the future that may divert our management's attention, result in dilution
to our stockholders, and consume resources that are necessary to sustain and grow our existing business.
Although we have acquired several companies and business units in recent years, including Fuze, we have limited experience
with purchasing and integrating other businesses. We may not be able to identify suitable acquisition candidates in the future or
negotiate and complete acquisitions on favorable terms.
If appropriate opportunities present themselves, we may decide to acquire such companies or their products, technologies or
assets. Acquisitions involve numerous risks, and there is no guarantee that we will ultimately strengthen our competitive position
or achieve other benefits expected from the transaction. Among other risks we may encounter in connection with acquisitions:
•
we may experience difficulty and delays in integrating the products, technology platform, operations, systems and
personnel of the acquired business with our own, particularly if the acquired business is outside of our core
competencies;
•
we may not be able to manage the acquired business or the integration process effectively, which may limit our ability to
realize the financial and strategic benefits we expected from the transaction;
•
the acquisition and integration may divert management’s attention from our day-to-day operations and disrupt the
ordinary functioning of our ongoing business;
•
we may have difficulty establishing and maintaining appropriate governance, reporting relationships, policies, controls,
and procedures for the acquired business, particularly if it is based in a country or region where we did not previously
operate;
•
any failure to successfully manage the integration process may also adversely impact relationships with our employees,
suppliers, customers, and business partners, or those of the acquired business, and may result in increased churn or
the loss of key customers, business partners or employees for our business or those of the acquired business;
•
we may become subject to new or more stringent regulatory compliance obligations and costs by virtue of the
acquisition, including risks related to international acquisitions that may operate in new jurisdictions or geographic areas
where we may have no or limited experience;
•
we may become subject to litigation, investigations, proceedings, fines or penalties arising from or relating to the
transaction or the acquired business, and any resulting liabilities may exceed our forecasts;
•
we may acquire businesses with different revenue models, customer concentration risks, and contractual relationships;
•
we may assume long-term contractual obligations, commitments or liabilities (for example, those relating to leased
facilities), which could adversely impact our efforts to achieve and maintain profitability and impair our cash flow;
•
we may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an
acquisition transaction, including accounting charges;
•
the acquisition may create a drag on our overall revenue growth rate, which could lead analysts and investors to reduce
their valuation of our company;
•
we may be exposed to existing cyber risks not identified prior to an acquisition that could impact our core operations
until mitigated; and
•
if an acquired business’s cybersecurity controls are materially weaker than ours, we may be exposed to existing cyber
risks not identified prior to an acquisition that could impact our core operations until mitigated.
In addition, we may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could
affect our financial condition or the value of our capital stock. The sale of equity to finance any such acquisitions could result in
dilution to our stockholders. If we incur more debt, it would result in increased fixed obligations and could also subject us to
covenants or other restrictions that would impede our ability to flexibly operate our business.
As a result of these potential problems and risks, among others, businesses that we may acquire or invest in may not produce
the revenue, competitive advantages, or business synergies that we anticipate, and the results and effects of any such
acquisition may not be favorable enough to justify the amount of consideration we pay or the other investments we make in the
acquired business.
21
If we do not or cannot maintain the compatibility of our communications and collaboration software with third-party
applications and mobile platforms that our customers use in their businesses, our revenue could decline.
The functionality and popularity of our cloud software solutions depends, in part, on our ability to integrate our services with third-
party applications and platforms, including enterprise resource planning, customer relations management, human capital
management, workforce management, and other proprietary application suites. Third-party providers of applications and
application program interfaces may change the features of their applications and platforms, restrict our access to their
applications and platforms or alter the terms governing use of their applications and application program interfaces and access to
those applications and platforms in an adverse manner. Such changes could functionally limit or terminate our customers’ ability
to use these third-party applications and platforms in conjunction with our services, which could negatively impact our offerings
and harm our business. If we fail to integrate our software with new third-party back-end enterprise applications and platforms
used by our customers, we may not be able to offer the functionality that our customers need, which would negatively impact our
ability to generate revenue and adversely impact our business.
Our services also allow our customers to use and manage our cloud software solutions on smartphones, tablets, and other
mobile devices. As new smart devices and operating systems are released, we may encounter difficulties supporting these
devices and services, and we may need to devote significant resources to the creation, support, and maintenance of our mobile
applications. In addition, if we experience difficulties in the future integrating our mobile applications into smartphones, tablets, or
other mobile devices or with certain communication platforms, such as Microsoft Teams, or if problems arise with our
relationships with providers of mobile operating systems, such as those of Apple Inc. or Alphabet Inc., our future growth and our
results of operations could suffer.
To provide our services, we rely on third parties for our network service and connectivity, and any disruption or
deterioration in the quality of these services or the increase in the costs we incur from these third parties could
adversely affect our business, results of operations, and financial condition.
We rely on third-party network service providers to originate and terminate substantially all of the public switched telephone
network calls using our cloud-based services. We leverage the infrastructure of third-party network service providers to provide
telephone numbers, public switched telephone network call termination and origination services, and local number portability for
our customers, rather than deploying our own network throughout the United States and internationally. We use the infrastructure
of third-party network service providers, such as Equinix, Inc. and CenturyLink, Inc., and public cloud providers, including
Amazon Web Services, Inc. and Oracle Corporation, to provide our cloud services over their networks rather than deploying our
own network connectivity. These decisions have resulted in lower capital and operating costs for our business in the short-term
but have reduced our operating flexibility and ability to make timely service changes. If any of these network service providers
cease operations or otherwise terminate the services that we depend on or become unwilling to supply cost-effective services to
us in the future, the delay in switching our technology to another network service provider, if available, and qualifying this new
service provider could have a material adverse effect on our business, financial condition, or operating results. In addition, the
rates we pay to our network service providers and other intermediaries may also change more rapidly than the change in pricing
we charge our customers, which may reduce our profitability and increase the retail price of our service. Furthermore, increased
cybersecurity threats to infrastructure or heightened geopolitical tensions in regions where these third parties operate could
exacerbate these risks, potentially leading to further operational disruptions and financial losses.
We depend on third-party vendors for IP phones and certain software endpoints, and any delay or interruption in supply
by these vendors would result in delayed or reduced shipments to our customers and may harm our business.
We rely on third-party vendors for IP phones and software endpoints required to utilize our service. We currently do not have
long-term supply contracts with any of these vendors. As a result, most of these third-party vendors are not obligated to provide
products or services to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in
a particular purchase order. The inability of these third-party vendors to deliver IP phones of acceptable quality and in a timely
manner, particularly the sole source vendors, could adversely affect our operating results or cause them to fluctuate more than
anticipated. Additionally, some of our products and services may require specialized or high-performance component parts that
may not be available in quantities or in time frames that meet our requirements.
Difficulty executing local number porting requests could negatively impact our business.
The FCC and foreign regulators require Voice over Internet Protocol providers to support telephone number porting within
specified timeframes. In order to port telephone numbers, we rely on third party telecommunications carriers to complete the
process. Often, number ports take longer than the specified timeframes. For many potential customers, the ability to quickly port
their existing telephone numbers into our service in a timely fashion is a very important consideration. To the extent that we
cannot quickly port telephone numbers in, our ability to acquire new customers may be negatively impacted. To the extent that
we cannot quickly port telephone numbers out when a customer leaves our service to go to another provider, we could be
subject to regulatory enforcement action.
22
Risks Related to Regulatory Matters
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
hackers, social engineering and phishing, ransomware, computer viruses, worms, other malicious software programs, including
vulnerabilities in our network infrastructure such as firewalls, switches and routers, 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, in real time, we
detected an unauthorized third party in our network as well as the malware they deployed to establish persistent access. We
responded quickly, including with the assistance of third party digital forensics experts, and implemented measures to identify
and remove the intruder and malware from our network and secure our data before any potential ransomware could be
deployed. 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
made a ransom demand 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, denial or disruption of
service (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 and that confidential or sensitive information may be stored or transmitted by means not
designed for confidential or sensitive information, such as the processing or storing of protected health information or payment
card information in free-form text fields provided for other purposes. This exposes us to significant cybersecurity risks, including
data breaches and unauthorized data access, which could compromise customer trust and subject us to financial and legal
penalties. 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, or CPNI, rules. We also face the risk of changes in cybersecurity laws and
regulations which could impose additional compliance costs or challenges. Additionally, we closely monitor legislative
developments to swiftly adapt our practices, ensuring ongoing compliance and protection against emerging threats. 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.
We could be liable for breaches of security on our website, fraudulent, improper or illegal activities by our users, or the
failure of third-party vendors to deliver credit card transaction processing services, which could result in claims,
increase the cost of operations or otherwise harm our business and reputation.
A fundamental requirement for operating an Internet-based, worldwide cloud software solution and electronically billing our
customers is the secure transmission of confidential information and media over public networks. Although we have developed
systems and processes that are designed to protect consumer information and prevent fraudulent credit card transactions and
other security breaches, failure to mitigate such fraud or breaches may subject us to costly breach notification and other
mitigation obligations, class action lawsuits, investigations, fines, forfeitures or penalties from governmental agencies that could
adversely affect our operating results.
23
The law relating to the liability of providers of online payment services is currently unsettled and states may enact their own rules
with which we may not comply. We rely on third-party providers to process and guarantee payments made by our subscribers up
to certain limits, and we may be unable to prevent our customers from fraudulently receiving goods and services. Our liability risk
will increase if a larger fraction of transactions affected using our cloud-based services involves fraudulent or disputed credit card
transactions.
We may also experience losses due to subscriber fraud and theft of service. Subscribers have, in the past, obtained access to
our service without paying for monthly service and international toll calls by unlawfully using our authorization codes or by
submitting fraudulent credit card information. If our existing anti-fraud procedures are not adequate or effective, consumer fraud
and theft of service could have a material adverse effect on our business, financial condition, and operating results.
Similarly, bad actors may use our products to promote their goals and encourage users to engage in improper or illegal activities.
There have been instances where improper or illegal content may have been shared on our platform without our knowledge. As a
service provider, and as a matter of policy, we do not monitor user meetings. Our terms of service prohibit such conduct. While to
date we have not been subject to legal or administrative actions as a result of improper or illegal content, the laws in this area are
currently in a state of flux and vary widely between jurisdictions. Accordingly, it may be possible that in the future, we and our
competitors may be subject to legal actions along with the users who shared such content. In addition, regardless of any legal
liability we may face, if there is an incident generating extensive negative publicity about the content shared on our platform, our
business and reputation could be harmed.
Failure to comply with laws and contractual obligations related to data privacy and protection could have a material
adverse effect on our business, financial condition and operating results.
We process many types of data, including personal data in the course of our business. As such, we are subject to the data
privacy and protection laws and regulations adopted by federal, state and foreign governmental agencies, including the EU's
GDPR, the UK’s Data Protection Act 2018, the CCPA/CPRA, and the Virginia Consumer Data Protection Act. Data privacy and
protection is highly regulated in many jurisdictions and may become the subject of additional regulation in the future. For
example, lawmakers and regulators worldwide are considering proposals that would require companies, like us, that encrypt
users' data to ensure access to such data by law enforcement authorities. In addition, several additional states have
comprehensive privacy laws that will become effective in 2024 or later, including Delaware, Indiana, Iowa, Montana, New Jersey,
Oregon, Tennessee and Texas. Privacy laws restrict our processing of personal information, provided to us by our customers as
well as data we collect from our customers and employees. We strive to comply with all applicable laws, regulations, policies and
legal obligations relating to privacy and data protection. However, if we fail to comply, we may be subject to fines, penalties and
lawsuits, statutory damages at both the federal and state levels in the United States, substantial fines and penalties under the
EU’s GDPR and the UK’s Data Protection Act 2018, and class action lawsuits, and our reputation may suffer. We may also be
required to make modifications to our data practices that could have an adverse impact on our business, including increasing our
operating costs, which may cause us to increase our prices, making our services less competitive.
We are also subject to the privacy and data protection-related obligations in our contracts with our customers and other third
parties. Any failure, or perceived failure, by us to comply with federal, state, or international laws, including laws and regulations
regulating privacy, data, or consumer protection, or to comply with our contractual obligations related to privacy, could result in
proceedings or actions against us by governmental entities, contractual parties, or others, which could result in significant liability
to us, as well as harm our reputation. Additionally, third parties on which we rely enter into contracts to protect and safeguard our
customers' data. Should such parties violate these agreements or suffer a breach, we could be subject to proceedings or actions
against us by governmental entities, contractual parties, or others, which could result in significant liability to us as well as harm
to our reputation.
Our products and services must comply with industry standards, FCC regulations, state, local, country-specific, and
international regulations, and changes may require us to modify existing services, potentially increase our costs or
prices we charge customers, and otherwise harm our business.
As a provider of interconnected Voice over Internet Protocol services, we are subject to various international, federal, state, and
local requirements applicable to our industry, including those that address, among other matters, acceptable marketing practices,
the accessibility of 9-1-1 or other international emergency services, local number porting, robo-calling, and caller ID spoofing.
The failure of our products and services to comply, or delays in compliance, with various existing and evolving standards could
delay or interrupt our introduction of new products, subject us to fines or other imposed penalties, or harm our reputation, any of
which would have a material adverse effect on our business, financial condition, or operating results.
Regulations to which we may be subject address the following matters, among others:
•
license requirements that apply to providers of communications services in many jurisdictions;
•
our obligation to contribute to various Universal Service Fund programs, including at the state level;
•
monitoring on rural call completion rates;
•
safeguarding and use of customer proprietary network information;
•
rules concerning access requirements for users with disabilities;
•
our obligation to offer 7-1-1 abbreviated dialing for access to relay services;
24
•
compliance with the requirements of United States and foreign law enforcement agencies, including the
Communications Assistance for Law Enforcement Act, and cooperation with local authorities in conducting wiretaps,
pen traps and other surveillance activities;
•
the ability to dial 9-1-1 (or corresponding numbers in regions outside the United States), auto-locate E-911 calls (or
corresponding equivalents) when required, and access emergency services;
•
the transmission of telephone numbers associated with calling parties between carriers and service providers like us;
•
regulations governing outbound dialing, including the Telephone Consumer Protection Act;
•
FCC and other regulators efforts to combat robo-calling and caller ID spoofing;
•
compliance with data protection regulations such as the GDPR in Europe, which impose stringent requirements on data
privacy and security;
•
compliance with the Telecommunications (Security) Act 2021 in the UK, which imposes strict security requirements on
telecom providers to protect the UK's telecoms network from cyber threats and vulnerabilities. Non-compliance with this
act could result in significant penalties and affect our ability to operate in the UK; and
•
adherence to environmental regulations concerning the disposal and recycling of electronic products and batteries,
which are becoming increasingly relevant as we expand our hardware offerings.
Regulation of our services as telecommunications services may require us to obtain authorizations or licenses to operate in
foreign jurisdictions and comply with legal requirements applicable to traditional telephony providers. This regulation may impact
our ability to differentiate ourselves from incumbent service providers and imposes substantial compliance costs on us. In
addition, the reform of federal and state Universal Service Fund programs and payment of regulatory and other fees in
international markets could increase the cost of our service to our customers, diminishing or eliminating any pricing advantage
we may have.
Risks Related to Intellectual Property
If we are found to be infringing on a third party's proprietary technology, our business could be disrupted.
If we are found to be infringing the intellectual property rights of any third-party in lawsuits or proceedings that may be asserted
against us, we could be subject to monetary liabilities for such infringement, which could be material. We could also be required
to refrain from using, manufacturing, or selling certain products or using certain processes, either of which could have a material
adverse effect on our business and operating results. Our broad range of current and former technology, including IP telephony
systems, digital and analog circuits, software, and semiconductors, increases the likelihood that third parties may claim
infringement by us of their intellectual property rights. We have received and may continue to receive in the future, notices of
claims of infringement, misappropriation, or misuse of other parties' proprietary rights. There can be no assurance that we will
prevail in these discussions and actions or that other actions alleging infringement by us of third-party patents will not be
asserted or prosecuted against us. Furthermore, lawsuits like these may require significant time and expense to defend, may
divert management's attention away from other aspects of our operations and, upon resolution, may have a material adverse
effect on our business, results of operations, financial condition, and cash flows.
Inability to protect our proprietary technology would disrupt our business.
We rely, in part, on patent, trademark, copyright, and trade secret law to protect our intellectual property in the United States and
abroad. We seek to protect our software, documentation, and other written materials under trade secret and copyright law, which
afford only limited protection. We currently have several United States patent applications pending. We cannot predict whether
such pending patent applications will result in issued patents, and if they do, whether such patents will effectively protect our
intellectual property. The intellectual property rights we obtain may not be sufficient to provide us with a competitive advantage,
and could be challenged, invalidated, infringed, or misappropriated. To address these risks, we also rely on confidentiality
agreements with our employees, consultants, and contractors; however, these agreements may be breached, may not be
enforceable in every instance, and may not provide an adequate remedy if unauthorized use or disclosure of our information
occurs.
We may not be able to protect our proprietary rights in the United States or internationally (where effective intellectual property
protection may be unavailable or limited), and competitors may independently develop technologies that are similar or superior to
our technology, duplicate our technology or design around any patent of ours.
Litigation may be necessary in the future to enforce our intellectual property rights, determine the validity and scope of our
proprietary rights or the rights of others, or defend against claims of infringement or invalidity. Such litigation could result in
substantial costs and diversion of management time and resources and could have a material adverse effect on our business,
financial condition, and operating results. Any settlement or adverse determination in such litigation would also subject us to
significant liability. Further, in some jurisdictions we may not be able to pursue litigation effectively due to barriers inherent in
foreign legal systems or customs.
25
Our inability to use software licensed from third parties, or our use of open-source software under license terms that
interfere with our proprietary rights, could disrupt our business.
Our technology platform incorporates software licensed from third parties, including some software, known as open-source
software, which we use without charge. Although we monitor our use of open source software, the terms of many open source
licenses to which we are subject have not been interpreted by United States or foreign courts, and there is a risk that such
licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our
platform to our customers. In the future, we could be required to seek licenses from third parties in order to continue offering our
platform, which licenses may not be available on terms that are acceptable to us, or at all. Alternatively, we may need to re-
engineer our platform or discontinue use of portions of the functionality provided by our platform. In addition, the terms of open-
source software licenses may require us to provide software that we develop using such software to others on unfavorable
license terms. This could potentially expose proprietary features of our platform to competitors, thereby eroding our competitive
edge. Our inability to use third-party software could result in disruptions to our business, or delays in the development of future
offerings or enhancements of existing offerings, which could impair our business.
Risks Related to our Debt, our Stock, and our Charter
We have a substantial amount of indebtedness, which could have important consequences to our business.
We have a substantial amount of indebtedness. During the second quarter of fiscal 2023, we entered into the following
arrangements: (i) on August 10, 2022, we borrowed $250.0 million, (of which $225.0 million remains outstanding following a
$25.0 million debt pay-down in June 2023) in a senior secured term loan facility (the “Term Loan”) under the Credit Agreement
entered into on August 3, 2022, which term loans will mature on August 3, 2027 and initially bear interest at an annual rate equal
to the Standard Overnight Financing Rate, or 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%; and (ii) on August 11, 2022, we issued approximately $201.9 million aggregate principal amount
of 4.00% convertible senior notes due February 1, 2028 (the “2028 Notes”), which bear interest at a rate of 4.00% per annum,
payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2023, and will mature on
February 1, 2028, unless earlier converted, redeemed or repurchased, pursuant to the indenture for the 2028 Notes.
Our substantial indebtedness could have important consequences that could have a material adverse effect on our business,
financial condition and results of operations, including the following:
•
requiring us to comply with restrictive covenants in our senior secured debt facility, which limits the manner in which we
conduct our business, and which obligations under the Credit Agreement are guaranteed by our wholly-owned
subsidiaries. For example, our 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;
•
making it more difficult for us to satisfy our obligations with respect to our indebtedness;
•
requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments on our debt,
which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate
purposes;
•
limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate;
•
placing us at a competitive disadvantage compared to any of our less-leveraged competitors;
•
increasing our vulnerability to both general and industry-specific adverse economic conditions;
•
potentially complicating our ability to refinance our debt under favorable conditions, or at all, which could further restrict
our operational flexibility and increase our financing costs;
•
increasing our vulnerability to fluctuations in interest rates, particularly for any variable-rate debt; and
•
limiting our ability to obtain additional debt or equity financing to fund future working capital, capital expenditures,
acquisitions or other general corporate requirements and increasing our cost of borrowing.
Servicing our debt, including the paying down of principal, requires the use of cash and liquidity of our clearing, cash
management and custodial financial institutions, and we may not have sufficient cash flow from our business to pay
down our debt.
As of March 31, 2024, we currently have approximately $201.9 million aggregate principal amount of the 2028 Notes and the
$225.0 million Term Loan outstanding.
Our ability to make scheduled payments of the principal of, pay interest on, or refinance our indebtedness, including the amounts
payable under the 2028 Notes and the Term Loan, depends on our future performance, which is subject to economic, financial,
competitive, and other factors beyond our control, such as recent and potential future disruptions in access to bank deposits or
lending commitments due to bank failure, as well as in the event of sustained deterioration in the liquidity, or failure, of our
clearing, cash management and custodial financial institutions. The volatility of the global economy, changes in the credit market
conditions, and fluctuations in interest rates could further complicate our ability to refinance our debt. Our business may not
continue to generate cash flow from operations in the future sufficient to service our debt, including paying off the principal when
due, and make necessary capital expenditures. Our notes are currently significantly out of the money, and our stock price would
26
have to increase significantly for our notes to convert prior to maturity. If we are unable to generate such cash flow, we may be
required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on
terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our
financial condition at such time. We may also face heightened regulatory scrutiny or changes in financial regulation which could
impact our refinancing options. We may not be able to engage in any of these activities or engage in these activities on desirable
terms, which could result in a default on our debt obligations.
We may not have the ability to raise the funds necessary to settle conversions of the new notes in cash or repurchase
the new notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon
conversion or repurchase of the new notes.
Holders of the 2028 Notes have the right to require us to repurchase the 2028 Notes upon the occurrence of a fundamental
change at a repurchase price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus accrued and
unpaid interest, if any. In addition, upon conversion of the 2028 Notes, unless we elect to deliver solely shares of our common
stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make
cash payments in respect of the 2028 Notes being converted. However, due to potential adverse market conditions or changes in
the credit markets, we may not have enough available cash or be able to obtain financing at the time we are required to make
repurchases of the new Notes surrendered therefor or the new Notes being converted. In addition, our ability to repurchase the
2028 Notes or to pay cash upon conversions of the 2028 Notes may be limited by law, by regulatory authority or by agreements
governing our future indebtedness. If one or more holders elect to convert their notes, we may face increased financial pressure,
especially if this occurs during a period of liquidity constraints within the broader financial system. The potential impact of a
banking system failure could exacerbate our liquidity risks, as we rely on these institutions not only for operating cash but also for
the facilitation of our debt service payments. Our failure to repurchase any of our Notes at a time when the repurchase is
required by the applicable indenture or to pay any cash payable on future conversions of our Notes as required by the applicable
indenture would constitute a default under such indenture. A default under an applicable indenture or the occurrence of the
fundamental change may also lead to a default under agreements governing our future indebtedness. If the repayment of the
related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to
repay the indebtedness and repurchase our 2028 Notes or make cash payments upon conversions thereof.
The conditional conversion feature of our notes, if triggered, may adversely affect our financial condition and operating
results.
In the event the conditional conversion feature of our notes is triggered, holders of our notes will be entitled to convert such notes
at any time during specified periods at their option. If one or more holders elect to convert their notes, unless we elect to satisfy
our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any
fractional share), we would be required to settle a portion or all of our conversion obligations through the payment of cash, which
could adversely affect our liquidity. This could also place significant pressure on our cash reserves, particularly if market
conditions or our operating results are not favorable at the time of conversion. In addition, even if holders of our notes do not
elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the
outstanding principal of such notes as a current rather than long-term liability, which would result in a material reduction of our
net working capital. This reclassification could severely impact our financial ratios and may affect our ability to meet financial
obligations or secure new financing under favorable terms.
Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations
and affect our reported operating results.
U.S. GAAP is subject to interpretation by the FASB, the Securities and Exchange Commission and various bodies formed to
promulgate and interpret appropriate accounting principles. A change in accounting standards or practices can have a significant
effect on our reported results. New accounting pronouncements and varying interpretations of accounting pronouncements have
occurred and will occur in the future. Changes to existing rules or the questioning of current practices may lead to increased
compliance costs and necessitate the engagement of additional financial and legal advisors or harm our reported financial results
or the way we account for or conduct our business. Furthermore, such changes could affect our compliance with loan covenants
or other financial obligations, potentially affecting our borrowing capacity or the perceptions of our financial stability by investors
and creditors. Moreover, these changes could complicate our efforts to comply with covenants in our debt agreements or affect
our compliance with regulatory requirements, further influencing our financial stability.
The instability in the banking system in recent years could adversely impact our operations and operating results,
including our cash and cash equivalents if the financial institutions in which we hold our cash and cash equivalents
fail.
On March 10, 2023, the Federal Deposit Insurance Corporation, or FDIC, announced that Silicon Valley Bank had been closed
by the California Department of Financial Protection and Innovation; on March 12, 2023, Signature Bank was closed by the New
York State Department of Financial Services; and on May 1, 2023, First Republic Bank, San Francisco, California, was closed by
the California Department of Financial Protection and Innovation. We maintain cash balances at financial institutions which may
be in excess of the Federal Deposit Insurance Corporation insurance limit. Additionally, the broader implications of these bank
failures could disrupt our ability to access other forms of liquidity, such as lines of credit, and might tighten credit conditions,
affecting our ability to secure financing on favorable terms. Any failure of a depository institution to return any of our deposits, or
27
any other adverse conditions in the financial or credit markets affecting depository institutions, could impact access to our
invested cash or cash equivalents and could adversely impact our operations, liquidity and operating results. This could also
potentially increase our cost of capital and affect our investment decisions. The broader repercussions of such banking failures
may include increased market volatility, reduced consumer confidence, and tightened credit conditions, which could further strain
our operational funding and credit availability. These conditions might also influence our ability to maintain necessary liquidity
reserves or to finance ongoing operations and strategic initiatives effectively.
Future sales of our common stock or equity-linked securities in the public market could lower the market price of our
common stock.
In the future, we may sell additional shares of our common stock or equity-linked securities to raise capital. In addition, a
substantial number of shares of our common stock is reserved for issuance upon the exercise of stock options, upon the vesting
and settlement of restricted stock units and performance units, stock purchases in connection with our Employee Stock Purchase
Plan, and upon conversion of our notes. We cannot predict the size of future issuances or the effect, if any, that they may have
on the market price for our common stock. This uncertainty may lead to increased volatility in our share price as investors
speculate on the timing and impact of these issuances. The issuance and sale of substantial amounts of common stock or
equity-linked securities, or the perception that such issuances and sales may occur, could adversely affect the trading price of
our notes and the market price of our common stock and impair our ability to raise capital through the sale of additional equity or
equity-linked securities. Additionally, any dilutive effect of such issuances might decrease the earnings per share and ownership
interests of existing shareholders, potentially leading to further downward pressure on our stock price.
Certain provisions in our charter documents and Delaware law could discourage takeover attempts.
Our restated certificate of incorporation and amended and restated by-laws contain provisions that could have the effect of
delaying or preventing changes in control or changes in our management without the consent of our board of directors, including,
among other things:
•
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director
candidates;
•
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of
those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly
dilute the ownership of a hostile acquirer;
•
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of
directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies
on our board of directors;
•
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or
special meeting of our stockholders;
•
the requirement that a special meeting of stockholders may be called only by a majority vote of our board of directors or
by stockholders holdings share of our common stock representing in the aggregate a majority of votes then outstanding,
which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the
removal of directors;
•
the ability of our board of directors, by majority vote, to amend our by-laws, which may allow our board of directors to
take additional actions to prevent a hostile acquisition and inhibit the ability of an acquirer to amend our by-laws to
facilitate a hostile acquisition; and
•
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to
propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from
conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control
of us.
These provisions might result in our stock trading at a lower price due to perceptions of decreased acquisition potential.
We are also subject to certain anti-takeover provisions under the General Corporation Law of the State of Delaware (the
"DGCL"). Under Section 203 of the DGCL, a corporation may not, in general, engage in a business combination with any holder
of 15% or more of its capital stock unless the holder has held the stock for three years or (a) our board of directors approves the
transaction prior to the stockholder acquiring the 15% ownership position, (b) upon consummation of the transaction that resulted
in the stockholder acquiring the 15% ownership position, the stockholder owns at least 85% of the outstanding voting stock
(excluding shares owned by directors or officers and shares owned by certain employee stock plans) or (c) the transaction is
approved by the board of directors and by the stockholders at an annual or special meeting by a vote of 66 2/3% of the
outstanding voting stock (excluding shares held or controlled by the interested stockholder). These provisions in our restated
certificate of incorporation and amended and restated by-laws and under Delaware law could discourage potential takeover
attempts, potentially reducing liquidity for our shareholders.
28
General Risk Factors
Current and future variants of COVID-19 and any economic difficulty they trigger could significantly harm our business.
The global spread of COVID-19 and its variants has created significant volatility, uncertainty, and economic disruption in the
recent past, particularly for small- and mid-sized businesses. Many of our existing and prospective customers have experienced
or could experience economic hardship caused by current and future variants of COVID-19. This could reduce the demand for
our cloud services, delay and lengthen sales cycles, increase customer churn, force us to lower the prices for our services and/or
provide customers with service credits, and lead to slower growth or even a decline in our revenue, operating results, and cash
flows. The ongoing impact of COVID-19 on future demand for our services depends on numerous evolving factors, including: the
duration and extent of the global spread of current and future COVID-19 variants; governmental, business, and individual actions
that have been and continue to be taken in response to the current and future COVID-19 variants in different countries globally;
the rate of vaccinations globally and the efficacy of available vaccines on current and future variants of the virus; the effect on our
customers and customer demand and their ability to pay for our services; disruptions to third-party data centers and Internet
service providers; and any decline in the quality and/or availability of our services. It is important to note that the shifting
landscape of remote versus in-person work models could significantly alter demand patterns for our offerings, including the
possibility that as businesses return to in-person work, the demand for some of our products could decline.
The ongoing impact of COVID-19 on macroeconomic conditions has at some periods also impacted the functioning of financial
and capital markets, foreign currency exchange rates, and interest rates. Even after the COVID-19 pandemic has subsided, we
may experience an adverse impact to our business as a result of COVID-19's global economic impact, including any recession
that has occurred or may occur in the future, and we may need to access the capital markets at an unfavorable time. If we need
to access the capital markets, we face the risk of market volatility which may severely limit our ability to raise capital and there
can be no assurance that financing may be available on attractive terms, if at all.
We may not be able to secure financing on favorable terms, or at all, to meet our future capital needs.
We may need to pursue financing in the future to make expenditures or investments to support the growth of our business
(whether through acquisitions or otherwise) and may require additional capital to pursue our business objectives, respond to new
competitive pressures, service our debt, and pay extraordinary expenses such as litigation settlements or judgments or fund
growth, including through acquisitions, among other potential uses. Additional funds, however, may not be available when we
need them on terms that are acceptable to us, or at all. We also face certain risks in the event of a sustained deterioration of
financial market liquidity, as well as in the event of sustained deterioration in the liquidity, or failure, of our clearing, cash
management and custodial financial institutions. If we are unable to obtain adequate financing or financing on terms satisfactory
to us when we require it, our ability to continue to grow and support our business and to respond to business challenges could be
significantly limited.
Natural disasters, war, terrorist attacks, global pandemics, or malicious conduct, among other unforeseen events,
could adversely impact our operations, could degrade or impede our ability to offer services, and may negatively
impact our financial condition, revenue, and costs going forward.
Our cloud communications services rely on uninterrupted connection to the Internet through data centers and networks. Any
interruption or disruption to our network, or the third parties on which we rely, could adversely impact our ability to provide
service. Our network could be disrupted by circumstances outside of our control, including natural disasters, acts of war, terrorist
attacks, global pandemics or malicious acts, among other unforeseen events, including, but not limited to, cyberattacks. For
example, our headquarters, global networks operations center, and one of our third-party data center facilities are located in the
San Francisco Bay Area, a region known for seismic activity. Also, global pandemics, such as the one caused by COVID-19, may
restrict travel by personnel, reduce the availability of materials required to maintain data centers that support our cloud
communication services, and could require us or our partner data centers and Internet service providers to curtail operations in
certain geographic regions. Such an event may also impede our customers' connections to our network, since these connections
also occur over the Internet, and would be perceived by our customers as an interruption of our services, even though such
interruption would be beyond our control. The prolonged nature of such disruptions could also strain our operational resilience,
affect employee productivity, particularly in regions heavily impacted by these disruptions, and might force a reassessment of our
current operational and disaster recovery plans. Increased operational costs and changes in consumer behavior due to such
events could further result in long-term shifts in our market and operational strategy. Any of these events could have a material
adverse impact on our business, causing us to incur significant expenses, lose substantial amounts of revenue, suffer damage to
our reputation, and lose customers.
29
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
8x8 recognizes the critical importance of cybersecurity in maintaining the integrity, confidentiality, and availability of its systems
and data. As a leading provider of communication and collaboration solutions, 8x8 is committed to safeguarding its assets,
including customer data, from evolving cybersecurity threats.
NIST Framework Adoption:
8x8's cybersecurity program is aligned with the National Institute of Standards and Technology, or NIST, cybersecurity
framework, a widely recognized set of guidelines for managing and mitigating cybersecurity risks. By leveraging the National
Institute of Standards and Technology framework, 8x8 has implemented a comprehensive and structured approach to identifying,
protecting, detecting, responding to, and recovering from cybersecurity incidents.
Governance Structure:
At 8x8, cybersecurity is integral to the enterprise-wide risk management program. The Chief Information Security Officer, or CISO
holds a pivotal role in overseeing the Company's cybersecurity initiatives. The Company's Chief Information Security Officer has
served in various security leadership roles, including at a Fortune 500 technology company, and is a Certified Information
System Security Professional, or CISSP, and a Licensed Private Investigator, and completed Harvard University's Cybersecurity
Managing Risk in 2021. He also held a United States Top Secret / Sensitive Compartmentalized Information, or TS/SCI, security
clearance when he advised the White House, Pentagon, National Security Agency, Central Intelligence Agency, and Federal
Bureau of Investigation on classified projects. Reporting directly to the Chief Legal Officer, who in turn reports to the CEO, the
Chief Information Security Officer is empowered to lead the Executive Risk Management Committee. Through this committee,
critical cybersecurity issues are monitored, addressed, and escalated as necessary.
Furthermore, the Chief Information Security Officer provides regular updates and presentations directly to the Board of Directors
on cybersecurity matters. This direct line of communication ensures that the Board remains informed and engaged in
understanding and managing cybersecurity risks facing the Company.
To enhance oversight and governance in this area, 8x8's Board of Directors has established the Technology & Cybersecurity
Committee. This committee focuses specifically on the Company's technology, products, and cybersecurity program, providing
strategic guidance and oversight to ensure alignment with business objectives and industry standard practices.
Reporting and Communication:
Transparent reporting and communication are key components of 8x8's cybersecurity program. Incidents are promptly reported
to the Chief Information Security Officer, who is responsible for escalating to relevant stakeholders, including executive
leadership, the internal disclosure committee, and the Board of Directors, as required. Regular communication channels ensure
that stakeholders are kept informed of the Company's cybersecurity posture and any emerging threats or incidents.
Determining Potential Impact and Materiality of Cybersecurity Incidents:
8x8 conducts thorough assessments to determine the potential impact and materiality of cybersecurity incidents. 8x8’s Chief
Information Security Officer is a member of 8x8’s internal disclosure committee emphasizing the importance of cybersecurity as
part of 8x8’s disclosure controls and procedures. By evaluating factors such as the nature of the incident, the extent of data
exposure, and potential regulatory implications, the Company assesses the significance of cybersecurity events, which helps it
take appropriate measures to mitigate risks, minimize impact and properly report any material cybersecurity incidents.
Incident Response Plan (IRP) Implementation:
8x8 has developed and implemented a comprehensive Incident Response Plan, or IRP, to effectively manage cybersecurity
incidents. The Incident Response Plan outlines clear reporting and escalation processes, delineating roles and responsibilities
for incident response team members. The plan is regularly reviewed, tested, and updated to facilitate its effectiveness in
mitigating and responding to cybersecurity threats promptly.
Integration with Overall Risk Management Program:
The cybersecurity program at 8x8 is fully integrated with the Company's overall risk management program through our Chief
Information Security Officer's participation in such governance structures as the executive risk management committee, data
protection committee, and internal disclosure committee and the incorporation of security in the Company’s overall compliance
and enterprise risk management programs. By aligning cybersecurity initiatives with 8x8’s broader enterprise risk management
initiatives, 8x8 pursues a holistic approach to identifying, assessing, and mitigating risks across the organization.
30
Risk Assessment and Identification:
8x8 conducts regular risk assessments to identify and prioritize cybersecurity risks. Through measures such as vulnerability
assessments, and penetration testing, the Company identifies potential vulnerabilities and takes proactive steps to address them.
8x8 has also implemented technical, administrative and legal controls to manage our risk from third party service providers,
including implementation of a third-party vendor risk management platform. Individuals or entities have attempted, and will
continue to attempt, to penetrate our network security, and that of our platform, to 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. See the sections entitled "Risks Related to our Products and Operations" and "Risks
Related to Regulatory Matters" in Part I, Item 1A "Risk Factors" for more information on our cybersecurity risks.
Training and Awareness:
8x8 invests in comprehensive training and awareness programs to educate employees about cybersecurity best practices and
their roles in safeguarding company assets. By promoting a culture of cybersecurity awareness, 8x8 strengthens its overall
security posture and reduces the risk of human error leading to cybersecurity incidents.
Engagement with Third Parties:
8x8 collaborates with third-party auditors, consultants, and participates in bug bounty programs to enhance its cybersecurity
capabilities. External audits and assessments provide independent validation of the effectiveness of 8x8’s cybersecurity controls,
while bug bounty programs leverage the collective expertise of the cybersecurity community to identify and address potential
vulnerabilities.
Conclusion:
8x8 prioritizes cybersecurity as a fundamental aspect of its operations and is dedicated to maintaining a robust cybersecurity
program aligned with industry practices and regulatory standards. Through strong governance, risk management, and
continuous improvement efforts, 8x8 aims to protect its systems, data, and stakeholders from cybersecurity risks.
ITEM 2. PROPERTIES
Our principal operations are located in Campbell, California. Outside the United States, our operations are conducted primarily in
leased office space located in the United Kingdom (primarily used for sales and customer support in Europe), Romania (primarily
used for customer support, and research and development), Canada (primarily used for research and development), Portugal
(primarily used for research and development), Singapore (primarily used for regional sales and marketing, procurement,
customer support, and communications platform as-a-service), and Philippines (primarily used research and development and
customer support).
In addition, we lease space from third-party data center hosting facilities under co-location agreements in the United States,
Europe, and the Asia Pacific region.
For additional information regarding our obligations under leases, see Note 6, Leases, in the Notes to Consolidated Financial
Statements contained in Part II, Item 8 of this Annual Report.
ITEM 3. LEGAL PROCEEDINGS
Information with respect to this item may be found in Note 7, Commitments and Contingencies in the Notes to Consolidated
Financial Statements contained in Part II, Item 8 of this Annual Report, under “Legal Proceedings”, which is incorporated herein
by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
31
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Since November 15, 2022, our common stock has been traded under the symbol "EGHT" and is listed on the Nasdaq Global
Select Market of the Nasdaq Stock Market national securities exchange. Previously, from December 8, 2017 to November 14,
2022, our common stock traded under the symbol "EGHT" and was listed on the New York Stock Exchange, or the “NYSE.”
Dividend Policy
We have never paid cash dividends on our common stock and have no plans to do so in the foreseeable future.
Number of Common Stockholders
As of May 8, 2024, there were approximately 279 holders of record of our common stock. The actual number of stockholders is
greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in
street name by brokers and other nominees.
See Item 12 of Part III of this Annual Report regarding information about securities authorized for issuance under our equity
compensation plans.
Stock Performance Graph
Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange
Commission the following information relating to the price performance of 8x8’s common stock shall not be deemed "filed" with
the Securities and Exchange Commission or "soliciting material" under the Exchange Act and shall not be incorporated by
reference into any such filings.
The graph below shows the cumulative total stockholder return over a five-year period, assuming the investment of $100 on
March 31, 2019 in each of 8x8's common stock, the Nasdaq Composite Index, the New York Stock Exchange Composite Index,
the Russell 2000 Index, and the Nasdaq Telecommunications Index. The graph is furnished, not filed, and the historical return
cannot be indicative of future performance. The New York Stock Exchange Composite Index was added to the graph below
because 8x8 changed the listing of its common stock to the NYSE from the Nasdaq in November 2022. In accordance with
Securities and Exchange Commission rules, the performance graph presents both the indices used in the previous year and the
newly selected index.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
8x8, Inc.
Russell 2000
NASDAQ Composite
NASDAQ Telecommunications
NYSE Composite
3/31/2019
3/31/2020
3/31/2021
3/31/2022
3/31/2023
3/31/2024
$—
$100
$200
$300
32
March 31,
2019
2020
2021
2022
2023
2024
8x8, Inc.
$
100.00 $
68.61 $
160.59 $
62.33 $
20.64 $
13.37
Russell 2000
100.00
74.89
144.21
134.45
117.06
137.98
NASDAQ Composite
100.00
99.62
171.38
183.98
158.12
211.91
NASDAQ Telecommunications
100.00
83.39
117.69
109.84
96.48
97.49
NYSE Composite
100.00
81.14
122.88
131.30
121.09
144.23
Issuer Issuances and Purchases of Equity Securities
Repurchases
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 $60.0 million, in connection with the Exchange Transaction and negotiation of the
secured term loan facility, as further described in Part II, Item 8, Note 8, Convertible Senior Notes and Term Loan.
There was no activity under the 2017 Repurchase Plan for the year ended March 31, 2024. The value of shares that may yet be
purchased under the 2017 Repurchase Plan is approximately $7.1 million.
Issuances
On August 3, 2022, the Company agreed with its financial advisor, J. Wood Capital Advisors LLC, to settle 50% of its financial
advisory fee for services provided in connection with the Exchange Transaction and negotiation of the secured term loan facility,
as further described in Part II, Item 8, Note 8, Convertible Senior Notes and Term Loan, to the consolidated financial statements
through the issuance of 1,015,024 shares of the Company's common stock, equivalent to approximately $5.1 million. These
shares were issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act. The Company relied on this exemption based in part on representations made by the financial advisor in its
engagement letter and related share payment letter.
ITEM 6. [Reserved]
33
ITEM 7. 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
consolidated financial statements and related notes and other information included elsewhere in this Annual Report. In addition
to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows,
financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual
results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences
include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report. Additionally, our historical results are
not necessarily indicative of the results that may be expected for any period in the future.
This section discusses items pertaining to and comparisons of financial results between fiscal 2024 and fiscal 2023. A discussion
of fiscal 2023 items and comparisons between fiscal 2023 and fiscal 2022 financial results can be found in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on
Form 10-K for the fiscal year ended March 31, 2023 (the “2023 MD&A”), filed with the Securities and Exchange Commission on
May 25, 2023.
OVERVIEW
We are a leading provider of software-as-a-service solutions for contact center, voice communications, video meetings,
employee collaboration, and embeddable communication application program interfaces. Our solutions empower workforces
worldwide by connecting individuals and teams so they can collaborate faster, work smarter, and better serve customers, from
any location. The communications capabilities and advanced artificial intelligence/machine learning technologies of our contact
center, communication and collaboration solutions are integrated into a comprehensive cloud-based offering powered by our
global communications platform, which together comprise our 8x8 XCaaS platform solution. The XCaaS platform delivers our
unified communications as-a-service, contact center as-a-service, and communications platform as-a-service services and
includes artificial intelligence-driven digital assistance, intuitive user interfaces, and real-time business analytics and intelligence,
enabling organizations of all sizes to design, deploy and adapt tailored communications and workflows for differentiated
employee and customer experiences.
The 8x8 XCaaS platform offers a cloud technology stack for communication, collaboration, and customer interaction. It delivers
the security, scalability, high availability, and ease-of-use of a modern cloud-based architecture while masking the complexity of a
global communications infrastructure. A comprehensive data layer across the platform powers 8x8 artificial intelligence/machine
learning algorithms, as well as vertical-specific and purpose-built applications from our ecosystem of technology partners. This
enables data-driven business insights and intelligent integrated applications that can drive employee productivity, resource
optimization, and more effective end-customer interactions through simplified and automated workflows. Built with core cloud
technologies that we own and manage internally, as well as integrated third-party applications from our technology partners, our
XCaaS platform enables agile workplaces and fosters seamless communications and collaboration between an organization’s
customers, contact center agents, and employees, regardless of geographic location.
Our customers use our XCaaS platform to create tailored employee and customer experiences that increase productivity,
improve responsiveness, and elevate customer and employee satisfaction and loyalty. Our service plans are structured with
increasing levels of functionality and are designated as X1, X2, etc., through X8, based on the specific communication needs and
customer engagement profile of each user.
Because our XCaaS platform includes unified communications as-a-service, contact center as-a-service and communications
platform as-a-service and serves as a single integration framework for communications and customer interactions across an
organization, customers can reduce costs associated with provisioning and management, increase customization based on use
cases, and facilitate compliance with security and data privacy requirements on a global scale. In fiscal 2023, we introduced
platform-wide integration of generative artificial intelligence from OpenAI, making it easier for organizations to unlock the
potential of generative artificial intelligence to personalize self-service, bot-based and agent-based customer engagements. The
XCaaS platform also integrates with a growing ecosystem of third-party applications, ranging from purpose-built and vertically-
focused artificial intelligence-based applications to broadly deployed customer relationship management platforms and leading
customer engagement and workforce management software.
Our solutions approach to third party integrations and platform-wide enablement of generative artificial intelligence, combined
with flexibility to “mix and match” functionality based on users’ communication requirements and customer engagement profiles,
allows organizations of all sizes to design and deploy tailored user experiences previously reserved to very large enterprises.
Our customers range from small businesses to large enterprises across all vertical markets, with users in more than 160
countries. In recent years, we have increased our focus on mid-market, small- and mid-sized enterprise, and public sector
customers because these organizations typically have more complex communication and contact center requirements compared
to the needs of small business customers. Organizations in these sectors – typically with 500 to 10,000 employees -- are more
likely to adopt multiple services and realize greater value from our unified, global communications platform and our growing
product portfolio, including artificial intelligence-enabled solutions.
We generate service revenue from subscriptions to our communications services subscriptions as well as from usage of our
platform. We generate other revenue from professional services and the sale of office phones and other hardware equipment.
34
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).
SUMMARY AND OUTLOOK
In fiscal 2024, our total revenue decreased $15.2 million, or approximately 2% year-over-year, to $728.7 million. Our service
revenue decreased $9.5 million, or approximately 1% year-over-year, to $700.6 million.
As part of our long-term strategy to expand our enterprise customer base, grow our revenue, and increase our profitability and
cash flow, we have focused on reducing the cost of delivering our services and improving our sales efficiency while increasing
our investment in research and development. To improve our sales efficiency, we have focused our sales and marketing
resources on mid-market and enterprise customers, since these customers are likely to derive the greatest benefit from our
unified XCaaS platform. We have also expanded our partner programs to extend our reach within this market, placing increased
emphasis on developing a community of value-added resellers who provide implementation services and Tier 1 customer
support in addition to sales. To support our customers and partners, we are expanding our customer success organization and
investing in improvements to our back-office processes to increase our operational efficiency over time.
We believe that continued innovation is a critical factor in attracting and retaining mid-market and enterprise customers and is an
important variable in achieving sustainable growth. We are committed to maintaining a high level of investment in engineering to
deliver product innovation across our XCaaS platform, expand our ecosystem of integrated third-party applications, and maintain
the high availability our customers require.
In August 2022, we refinanced approximately $403.8 million of the $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 new $250.0 million senior secured term loan due in 2027 entered into in
August 2022. Concurrently with the issuance of 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. In September 2022, December
2022 and February 2023, we repurchased $6.0 million, $21.8 million and $5.0 million in aggregate principal amount of the 2024
Notes, respectively, in separate privately negotiated transactions. On February 1, 2024, we paid the remaining aggregate
principal of $63.3 million, and accrued interest of $0.2 million, related to the 2024 Notes, which matured on February 1, 2024.
See Note 8, Convertible Senior Notes and Term Loan to our consolidated financial statements for details. In May 2023, we
voluntarily prepaid $25.0 million of principal on our senior secured term loan, reducing the total principal outstanding to $225.0
million. Due to the adjustable nature of the interest rate on our senior secured term loan, our net income may vary.
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 has measured the success of our strategy to attract and retain customers, in part, by analyzing trends in
annualized recurring and usage revenue, or ARR, and believes annualized recurring and usage revenue may be useful to
investors in evaluating our performance. Our management believes annualized recurring and usage revenue has been a useful
indicator for measuring the overall performance of the business because it includes new customer additions, add-on sales,
renewals and customer churn within a single metric. However, as the nature of our business is evolving as we launch and grow
multiple products that have consumption-based pricing, we are re-evaluating our methodology and key business metrics we use.
Our management has historically used trends in annualized recurring and usage revenue to assess our ongoing operations,
allocate resources, and drive the performance of the business. We currently define annualized recurring and usage revenue as
(A) equal to the sum of the most recent month of (i) recurring subscription amounts and (ii) platform usage charges for all
communications platform as-a-service customers that demonstrate consistent monthly usage above a minimum threshold over
the prior six-month period, multiplied by 12, and (B) excluding any non-bundled or overage usage fees associated with unified
communications as-a-service subscriptions.
ARR is a performance metric and should be viewed independently of revenue and deferred revenue, and ARR is not intended to
be a substitute for, or combined with, any of these items. We caution that our presentation may not be consistent with that of
other companies.
We have historically analyzed annualized recurring and usage revenue within three separate customer categories: enterprise,
mid-market and small business. We define enterprise customers as customers generating more than $100,000 in annualized
recurring and usage revenue, mid-market as customers with annualized recurring and usage revenue between $25,000 and
$100,000, and small business as customers with up to $25,000 in annualized recurring and usage revenue. Customers can
move between categories over time based on individual annualized recurring and usage revenue. The Company continues to
review annualized recurring and usage revenue growth, as well as changes in the mix, within the enterprise, mid-market and
small business categories and relies on the growth percentage as one of the measures of potential future performance within the
specific annualized recurring and usage revenue by customer size categories.
35
Total annualized recurring and usage revenue decreased 1% to $697.0 million at the end of fiscal 2024 from $703.0 million at the
end of fiscal 2023. Enterprise annualized recurring and usage revenue decreased 1% to $402.0 million at the end of fiscal 2024
from $405.0 million the end of fiscal 2023. Mid-Market annualized recurring and usage revenue decreased 2% to $127.0 million
at the end of fiscal 2024 from $130.0 million at the end of fiscal 2023. Small Business annualized recurring and usage revenue
decreased 1% to $167.0 million at the end of fiscal 2024 from $168.0 million at the end of fiscal 2023.
COMPONENTS OF RESULTS OF OPERATIONS
Service Revenue
Service revenue consists of communication services subscriptions, platform usage revenue, and related fees from our unified
communications as-a-service, contact center as-a-service, and communications platform as-a-service offerings. We plan to
increase service revenue through a combination of new customer acquisition, cross-sell of additional products to existing
customers, including new products resulting from our increased investment in innovation, geographic expansion of our customer
base outside the United States, innovation in our products and technologies, and through strategic acquisitions of technologies
and businesses.
Other Revenue
Other revenue consists of revenue from professional services, primarily in support of deployment of our solutions and/or
platform, and revenue from sales and rentals of IP telephones in conjunction with our cloud telephony service. Other revenue is
dependent on the number of customers who choose to purchase or rent an IP telephone hardware in conjunction with our
service instead of using the solution on their cell phone, computer, or other compatible device, and/or choose to engage our
professional services organization for implementation and deployment of our cloud services.
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, outsourced customer service call center operations, and other costs such as customer service, and technical
support costs. We allocate overhead costs, such as information technology and facilities, to cost of service revenue, as well as to
each of the operating expense categories, generally based on relative headcount. Our information technology costs include costs
for information technology 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 purchase and shipping and handling of IP
telephones as well as the scheduling, shipping and handling, personnel costs, and other expenditures incurred in connection with
the professional services associated with the deployment and implementation of our products, and allocated information
technology 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, as well as allocated
information technology 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, and promotional expenses, as well as allocated
information technology 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 information technology and facilities costs.
36
Impairment of Long-Lived Assets
Impairment of long-lived assets consists of non-cash impairment charges for right-of-use assets and capitalized software. During
the third quarter of fiscal year 2024, we partially ceased use of the Company's Headquarters and an international office space.
We reviewed the recoverability of the related right-of-use assets and determined an impairment indicator was identified as these
events indicated the carrying value of the right-of-use assets may not be recoverable. In connection with partially ceasing use of
the Company’s Headquarters and an international office space, the Company recorded impairment charges of $9.9 million and
$1.1 million, respectively, as the carrying amount of the right-of-use assets related to the leases exceeded its fair value based on
the Company’s estimate of future discounted cash flows related to the leased facility. During the year ended March 31, 2024, the
non-cash charge of $11.0 million was recorded as an impairment of long-lived assets on the consolidated statements of
operations and consisted of an $11.0 million impairment of operating lease right-of-use assets. See Note 1, The Company and
Significant Accounting Policies, for further details.
During the year ended March 31, 2023, the impairment charge of $6.4 million was due to capitalized software and right-of-use
assets of $3.7 million and $2.7 million, respectively.
Other Expense, Net
Other expense, net, consists primarily of interest expense related to our term loan and convertible notes, amortization of debt
discount and issuance costs, offset by gains on debt extinguishment, as well as other income.
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 non-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
Revenue
Service revenue
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Service revenue
$
700,579
$
710,044
$
(9,465)
(1.3) %
Percentage of total revenue
96.1 %
95.4 %
Service revenue decreased by $9.5 million, or 1.3%, for fiscal 2024 compared to fiscal 2023, and this change was driven by a
decrease in subscription revenue of $9.5 million related to increased customer churn and down-sell.
We continue to monitor factors that could have an impact on customer buying behavior and demand, including macroeconomic
conditions, contract duration, churn, upsell and down-sell, renewals, and payment terms, all of which could cause variability in
our revenue.
Other revenue
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Other revenue
$
28,126
$
33,894
$
(5,768)
(17.0) %
Percentage of total revenue
3.9 %
4.6 %
Other revenue decreased by $5.8 million, or 17.0%, in fiscal 2024, as compared to fiscal 2023, due to lower professional service
and product revenue of $4.1 million and $1.7 million, respectively.
Our business is diversified by vertical market and geography, and no single customer represented more than 10% of our total
revenue during fiscal years 2024 and 2023.
Cost of Revenue
Cost of service revenue
37
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Cost of service revenue
$
192,960
$
198,871
$
(5,911)
(3.0) %
Percentage of service revenue
27.5 %
28.0 %
Cost of service revenue decreased $5.9 million, or 3.0%, during fiscal 2024 compared to fiscal 2023, due to decreases of $6.1
million related to the amortization of capitalized software and intangible assets and $2.6 million of combined employee,
consulting and stock-based compensation expense. These decreases were partially offset by an increase of $2.8 million in costs
to deliver our services.
We expect cost of service revenue will increase in absolute dollars but generally remain consistent or decline as a percentage of
revenue in future periods.
Cost of other revenue
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Cost of other revenue
$
31,945
$
42,604
$
(10,659)
(25.0) %
Percentage of other revenue
113.6 %
125.7 %
Cost of other revenue decreased $10.7 million, or 25.0%, in fiscal 2024 compared to fiscal 2023, primarily due to $7.8 million
decreased personnel-related costs to deliver our professional services coupled with $2.9 million lower product costs.
Operating Expenses
Research and development
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Research and development
$
136,216
$
142,491
$
(6,275)
(4.4) %
Percentage of total revenue
18.7 %
19.2 %
Research and development expenses decreased $6.3 million, or 4.4%, in fiscal 2024 compared to fiscal 2023, primarily due to
decreases of $6.5 million in stock-based compensation, $1.8 million in amortization of capitalized software $0.6 million in
software licenses. These decreases were partially offset by increases of $2.2 million in combined employee, consulting and
facility costs and $0.3 million in internally-developed software and other costs.
Sales and marketing
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Sales and marketing
$
271,944
$
311,883
$
(39,939)
(12.8) %
Percentage of total revenue
37.3 %
41.9 %
Sales and marketing expenses decreased $39.9 million, or 12.8%, in fiscal 2024 compared to fiscal 2023 primarily due to
decreases of $19.3 million in personnel-related and consulting costs, $17.2 million of combined paid media, marketing services
and other costs, and $8.4 million in stock-based compensation expense. These decreases were partially offset by an increase of
$5.2 million in channel commissions and amortization of deferred commission.
General and administrative
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
General and administrative
$
112,209
$
108,001
$
4,208
3.9 %
Percentage of total revenue
15.4 %
14.5 %
General and administrative expenses increased $4.2 million, or 3.9%, in fiscal 2024 compared to fiscal 2023 primarily due a
$13.9 million increase primarily due to Fuze regulatory charges and $3.4 million increase of combined acquisition, integration,
contract termination and other costs. This increase was partially offset by decreases of $6.3 million in stock-based compensation
and $6.9 million in personnel-related, consulting and other costs.
38
Impairment of long-lived assets
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Impairment of long-lived assets
$
11,034
$
6,380
$
4,654
72.9 %
Percentage of total revenue
1.5 %
0.9 %
Impairment of long-lived assets increased $4.7 million in fiscal 2024 compared to fiscal 2023. During the third quarter of fiscal
2024, we partially ceased use of the Company's Headquarters and an international office space. We reviewed the recoverability
of the related right-of-use assets and determined an impairment indicator was identified as these events indicated the carrying
value of the right-of-use assets may not be recoverable. In connection with partially ceasing use of the Company’s Headquarters
and an international office space, the Company recorded impairment charges of $9.9 million and $1.1 million, respectively, as the
carrying amount of the right-of-use assets related to the leases exceeded its fair value based on the Company’s estimate of
future discounted cash flows related to the leased facility. During the year ended March 31, 2024, the non-cash charge of $11.0
million was recorded as an impairment of long-lived assets on the consolidated statements of operations and consisted of an
$11.0 million impairment of operating lease right-of-use assets. See Note 1, The Company and Significant Accounting Policies,
for further details.
During the year ended March 31, 2023, the impairment charge of $6.4 million was due to capitalized software and right-of-use
assets of $3.7 million and $2.7 million, respectively.
Other expense, net
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Other expense, net
$
(36,347)
$
(4,044)
$
(32,303)
NM
Percentage of total revenue
(5.0) %
(0.5) %
We recognized $36.3 million of other expense, net during fiscal 2024 compared to $4.0 million of other expense, net during fiscal
2023 primarily due to $18.5 million gain from debt extinguishment from the 2024 convertible notes recorded in the prior year
compared to a $1.8 million loss on debt extinguishment in fiscal 2024, $12.3 million increase in interest expense on our variable-
rate term loan entered into in the second quarter of fiscal 2023, an increase of $2.0 million in unrealized foreign exchange losses,
and $1.8 million of gain on sale of assets recorded in the prior year. These were partially offset by $2.8 million of other income
driven by interest income earned on available-for-sale investments and $1.8 million gain on remeasurement of warrants issued in
connection with the term loan.
Provision for income taxes
For the years ended March 31,
(in thousands, except percentages)
2024
2023
Change
Provision for income taxes
$
3,642
$
2,807
$
835
29.7 %
Percentage of total revenue
0.5 %
0.4 %
For the year ended March 31, 2024, we recorded an income tax provision of $3.6 million compared to an income tax provision of
$2.8 million in fiscal 2023, primarily due to higher federal and state income taxes as a result of the application of certain 2017 Tax
Cuts and Jobs Act tax law changes that limited the amount of taxable income that can be offset by net operating loss
carryforwards.
39
Liquidity and Capital Resources
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. Although we believe we have adequate sources of liquidity for the next 12 months and the foreseeable future,
the success of our operations, the global economic outlook, and the pace of sustainable growth in our markets could impact our
business and liquidity.
Cash, Cash Equivalents, and Investments
As of March 31, 2024, we had $117.3 million of cash and cash equivalents and short-term investments. In addition, we had $0.5
million in restricted cash in support of letters of credit securing leases for office facilities.
Our primary requirements for liquidity and capital are working capital, research and development and marketing activities,
principal and interest payments on our outstanding debt and other general corporate needs. Historically, these cash
requirements have been met through cash provided by operating activities and cash and cash equivalents. Our current capital
deployment strategy for fiscal 2024 is to invest excess cash on hand to support our continued growth initiatives into select
markets and planned software development activities, and pay down our debt. As of March 31, 2024, we are not party to any off-
balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial
condition, results of operations, liquidity, capital expenditures, or capital resources. Significant cash requirements for the
upcoming fiscal year include our interest payments related to our debt obligations, operating lease obligations, and operating and
capital purchase commitments. For information regarding our expected cash requirements and timing of payments related to
leases and noncancellable purchase commitments, see Note 6, Leases, and Note 7, Commitments and Contingencies,
respectively, to the consolidated financial statements. Additionally, refer to Note 8, Convertible Senior Notes and Term Loan, to
the consolidated financial statements for more information related to our debt obligations and applicable covenants.
Cash Flows
The following is a summary of our cash flows provided by (used in) operating, investing and financing activities:
Years Ended March 31,
(In thousands)
2024
2023
2022
Net cash provided by operating activities
$
78,985 $
48,786 $
34,680
Net cash provided by (used in) investing activities
8,546
6,050
(159,978)
Net cash provided by (used in) financing activities
(83,411)
(37,784)
105,425
Effect of exchange rate changes on cash
(126)
(5,037)
(585)
Net increase (decrease) in cash and cash equivalents
$
3,994 $
12,015 $
(20,458)
Cash provided by operating activities increased by $30.2 million to $79.0 million for fiscal 2024, mainly due to an increase in
cash received from customers, decrease in cash paid to suppliers, and a decrease in cash paid for sales commission costs.
Cash provided by investing activities increased $2.5 million to $8.5 million for fiscal 2024, mainly due to decreases in the
purchases, sales, and maturities of investments. Cash used in financing activities increased by $45.6 million to $83.4 million for
fiscal 2024, due to principal repayments of $25.0 million on the term loan and $234.8 million proceeds in fiscal 2023 offset by a
reduction in repayment and exchange of $154.0 million on the convertible senior notes and repurchase of common stock of
$60.2 million in fiscal 2023.
Debt Obligations
See Note 8, Convertible Senior Notes and Term Loan in the audited consolidated financial statements included elsewhere in this
Annual Report for information regarding our debt obligations.
40
Material Cash Requirements and Other Obligations
The following table summarizes the payments due for our outstanding contractual obligations as of March 31, 2024:
Total
Less than 1
year
1-3 years
3-5 years
Thereafter
2028 Notes
Principal payments
$
201,914 $
— $
201,914 $
— $
—
Interest payments
32,307
8,077
24,230
—
—
Term loan(1)
Principal payments
225,000
—
225,000
—
—
Interest payments(2)
92,393
27,718
64,675
—
—
Operating lease obligations(3)
77,284
13,737
23,964
21,148
18,435
Purchase obligations
61,154
44,855
15,150
877
272
Total
$
690,052 $
94,387 $
554,933 $
22,025 $
18,707
(1) See Note 8, Convertible Senior Notes and Term Loan, in the Notes to Consolidated Financial Statements included in this Annual Report for
further information.
(2) Total interest payments of $92.4 million were determined using the effective interest rate of 11.9% as of March 31, 2024. See Note 8,
Convertible Senior Notes and Term Loan, in the Notes to Consolidated Financial Statements included in this Annual Report regarding the interest
rate terms.
(3) See Note 6, Leases, in the Notes to Consolidated Financial Statements included in this Annual Report for further information.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
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 Annual Report, which
describes the significant accounting policies and methods used in the preparation of our consolidated financial statements.
We have identified the policies below as critical to our business and the understanding of our results of operations. These
policies may involve a higher degree of judgment and complexity in their application and represent the critical accounting policies
used in the preparation of our consolidated financial statements. Although we believe our judgments and estimates are
appropriate, actual future results may differ from our estimates. If different assumptions or conditions were to prevail, the results
could be materially different from our reported results. The impact and any associated risks related to these policies on our
business operations is discussed throughout "Management's Discussion and Analysis of Financial Condition and Results of
Operations", where such policies affect our reported and expected financial results.
Revenue Recognition
Significant management judgments and estimates must be made and used in connection with the revenue recognized in any
accounting period. Material differences may result in the amount and timing of our revenue for any period if management made
different judgments or utilized different estimates.
Revenue is recognized when performance obligations are satisfied, based on the transaction price. We generally bill our
customers on a monthly basis. Contracts typically range from annual to multi-year agreements, generally with payment terms of
net 30 days.
We record reductions to revenue for estimated sales returns and customer credits at the time the related revenue is recognized.
Sales returns and customer credits are estimated based on our historical experience, current trends, and our expectations
regarding future service delivery and platform performance. We monitor the accuracy of its sales reserve estimates by reviewing
actual returns and credits and adjust them for its future expectations to determine the adequacy of its current and future reserve
needs. If actual future returns and credits differ from past experience, additional reserves may be required.
Service Revenue Recognition
Service revenue from subscriptions to our cloud-based technology platform is recognized on a ratable basis over the contractual
subscription term beginning on the date that the platform is delivered to the customer until the end of the contractual period.
Payments received in advance of subscription services being rendered are recorded as deferred revenue; revenue recognized
for services rendered in advance of payments received are recorded as contract assets. Usage fees, when bundled, are billed in
advance and recognized over time on a ratable basis over the contractual subscription term. Non-bundled usage fees are
recognized as actual usage occurs.
Other Revenue Recognition
Other revenue is primarily comprised of product revenue and professional services revenue. We recognize product revenue for
telephony equipment at a point in time when transfer of control has occurred, which is generally upon shipment. Sales returns
are recorded as a reduction to revenue estimated based on historical experience. Professional services for deployment,
41
configuration, system integration, optimization, customer training or education are primarily billed on a fixed-fee basis and are
performed by us directly. Professional services revenue is recognized as services are performed or upon completion of the
deployment.
Allowance for Credit Losses
We account for allowances for credit losses under the current expected credit loss, or CECL, impairment model for our financial
assets, including accounts receivable, and present the net amount of the financial instrument expected to be collected. The
current expected credit loss impairment model requires an estimate of expected credit losses, measured over the contractual life
of an instrument, which considers forecasts of future economic conditions in addition to information about past events and
current conditions. Using this model, we estimate the adequacy of the allowance for credit losses at the end of each reporting
period based on the aging of the receivable balance, current and historical customer trends, communications with customers,
and macro-economic conditions. Amounts are written off after considerable collection efforts have been made and the amounts
are determined to be uncollectible.
Acquisitions
Acquisitions are accounted for as business combinations, which treatment requires that the various assets acquired and liabilities
assumed be recognized based on their fair value, accordingly, significant estimates and judgments are made to arrive at the fair
values. The use of estimates involves uncertainty, therefore, the initial accounting for goodwill, intangible assets (and related
amortization in future periods), property, plant and equipment, right of use assets (and related operating lease liabilities and
amortization), prepaid and other current assets, accrued liabilities, deferred revenue, holdback consideration, and other liabilities
are all subject to estimates. The actual results could be significantly different from the estimates.
Capitalized Internal-Use Software Costs
Certain costs of software are capitalized during the application development phase. We begin to capitalize costs to develop
software when preliminary development efforts are successfully completed, management has authorized and committed project
funding, it is probable that the project will be completed, and the software will be used as intended.
Capitalized internal-use software development costs are included in property and equipment. Once the project has been
completed, these costs are amortized to cost of service revenue on a straight-line basis over the estimated useful life of the
related asset as noted in Property and Equipment.
Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred
and recorded in research and development expense. We test capitalized internal-use software development costs for impairment
on an annual basis, or as events occur or circumstances change that could impact the recoverability of the capitalized costs.
Accounting for Long-Lived Assets
We review the recoverability of our long-lived assets, such as property and equipment, right-of-use assets, definite lived
intangibles, or capitalized internal-use software costs, when events or changes in circumstances occur that indicate that the
carrying value of the asset or asset group may not be recoverable. Examples of such events could include the disposal of a
significant portion of such asset, an adverse change in the market involving the business employing the related asset, or a
significant change in the operation or use of an asset. The assessment of possible impairment is based on our ability to recover
the carrying value of the asset or asset group from the expected future cash flows (undiscounted and without interest charges) of
the related operations. If these cash flows are less than the carrying value of such asset or asset group, an impairment loss is
recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires
management to estimate the fair value of long-lived assets and asset groups through future cash flows.
During fiscal 2024, we recorded an impairment of long-lived assets related to the Company's right-of-use assets on the
consolidated statements of operations. See Note 6, Leases, for further details.
Goodwill and Other Intangible Assets
Goodwill represents the excess fair value of consideration transferred over the fair value of net assets acquired in business
combinations. Goodwill and intangible assets with indefinite useful lives are not amortized but are tested annually for impairment
and more often if there is an indicator of impairment.
We perform testing for impairment of goodwill on an annual basis, or as events occur or circumstances change that would more
likely than not reduce the fair value of our single reporting unit below its carrying amount. Goodwill is considered impaired if the
carrying value of the reporting unit exceeds its fair value.
Intangible assets, consisting of acquired developed technology, domain names, and customer relationships, acquired in business
combinations were initially measured at fair value and were determined to have definite lives. Thereafter, intangible assets are
amortized on a straight-line basis over their estimated useful lives. Amortization expense related to developed technology is
included in cost of revenue. Amortization expense related to customer relationships and domain names are included in sales and
marketing expense. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate an
asset’s carrying value may not be recoverable.
42
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Fluctuation Risk
Cash, Cash Equivalents and Short-Term Investments
We had cash, cash equivalents, and investments totaling $117.3 million as of March 31, 2024. 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.
Term Loan
The Company is subject to interest rate risk with the Term Loan as we pay interest on the principal balance at a variable rate. As
of March 31, 2024, the aggregate principal of the term loan was $225.0 million. A hypothetical variable interest rate increase of
10%, would increase our annual interest expense by approximately $2.4 million on our consolidated results of operations.
2028 Notes
As of March 31, 2024, we have $201.9 million aggregate principal amount of the 2028 Notes. Our 2028 Notes bear a fixed
interest rate, and therefore, is not subject to interest rate risk as the 2028 Notes are recorded at face value, less unamortized
discount, on our consolidated balance sheets, and we present the fair value for required disclosure purposes only.
Foreign Currency Exchange Risk
We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the United
States dollar, primarily the British Pound and Euro, causing both our revenue and our operating results to be impacted by
fluctuations in the exchange rates.
Gains or losses from the revaluation of certain cash balances, accounts receivable balances and intercompany balances that are
denominated in these currencies impact our net income (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 March 31,
2024. As our foreign operations expand, our results may be more impacted by fluctuations in the exchange rates of the
currencies in which we do business.
At this time, we do not, but we may in the future, enter into financial instruments to hedge our foreign currency exchange risk.
43
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Page
FINANCIAL STATEMENTS:
Reports of Independent Registered Public Accounting Firm
(Moss Adams LLP, Campbell, California, PCAOB ID: 659)
45
Consolidated Balance Sheets
47
Consolidated Statements of Operations
48
Consolidated Statements of Comprehensive Loss
49
Consolidated Statements of Stockholders' Equity
50
Consolidated Statements of Cash Flows
51
Notes to Consolidated Financial Statements
53
44
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
8x8, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of 8x8, Inc. (the “Company”) as of March 31, 2024 and 2023,
the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three
years in the period ended March 31, 2024, and the related notes (collectively referred to as the “consolidated financial
statements”). We also have audited the Company’s internal control over financial reporting as of March 31, 2024, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated
financial position of the Company as of March 31, 2024 and 2023, and the consolidated results of its operations and its cash
flows for each of the three years in the period ended March 31, 2024, in conformity with accounting principles generally accepted
in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of March 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013)
issued by COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
Management’s Report on Internal Control over Financial Reporting included in Item 9A. Our responsibility is to express an
opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
45
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which they relate.
Impairment of Long-Lived Assets-Right-of-use ("ROU") Assets
As described in Notes 1 and 6 to the consolidated financial statements, the Company reviews the recoverability of its long-lived
assets when events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not
be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the
asset or asset group from the expected future cash flows (undiscounted and without interest charges) of the related operations. If
these cash flows are less than the carrying value of such asset or asset group, an impairment loss is recognized for the
difference between estimated fair value and carrying value. The measurement of impairment requires management to estimate
the fair value of long-lived assets and asset groups through future cash flows. In connection with partially ceasing use of the
Company’s headquarters and an international office space, the Company recorded impairment charge of $11.0 million during the
year ended March 31, 2024, as the carrying amount of the right-of-use assets related to the leases exceeded their fair values
based on the Company’s estimate of future discounted cash flows under the income approach, which included the use of
significant assumptions by management related to discount rates, estimated sublease income, and temporary idling periods.
We identified the valuation of the right-of-use assets as a critical audit matter. The valuation of the right-of-use assets involved
the application of management judgment in determining the significant assumptions used in the discounted cash flows analysis
to estimate fair values. Auditing management’s judgments regarding the significant assumptions used in the discounted cash
flows analysis involved significant audit effort, as well as especially challenging and subjective auditor judgment when performing
audit procedures and evaluating the results of those procedures.
The primary procedures we performed to address this critical audit matter included:
•
Testing the design, implementation, and operating effectiveness of controls used in management’s estimates of fair
value using an income approach.
•
Evaluating the methods used by management included (a) obtaining an understanding of the Company’s plans and the
Board of Director’s actions relating to the partially ceasing use of office space (b) evaluating management’s
determination of the unit of account and (c) assessing the appropriateness of the estimation techniques utilized.
•
Testing the completeness and accuracy of certain underlying data used by management and evaluating the relevance
and reliability of the sources of the data used.
•
Identifying and evaluating the reasonableness of the significant assumptions used by management, including discount
rates, estimated sublease income, and temporary idling periods.
•
Involving professionals with specialized skill and knowledge to assist in evaluating the estimated sublease income,
temporary idling periods, discount rates, and future cash flows used by management.
/s/ Moss Adams LLP
Campbell, California
May 21, 2024
We have served as the Company’s auditor since 2008.
46
8X8, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
As of March 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
116,262 $
111,400
Restricted cash, current
356
511
Short-term investments
1,048
26,228
Accounts receivable, net
58,979
62,307
Deferred sales commission costs, current
35,933
38,048
Other current assets
35,258
34,630
Total current assets
247,836
273,124
Property and equipment, net
53,181
57,871
Operating lease, right-of-use assets
35,924
52,444
Intangible assets, net
86,717
107,112
Goodwill
266,574
266,863
Restricted cash, non-current
105
818
Deferred sales commission costs, non-current
52,859
67,644
Other assets, non-current
12,783
15,934
Total assets
$
755,979 $
841,810
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
48,862 $
46,802
Accrued and other liabilities
78,102
73,740
Operating lease liabilities, current
11,295
11,504
Deferred revenue, current
34,325
34,909
Convertible senior notes, current
—
62,932
Total current liabilities
172,584
229,887
Operating lease liabilities, non-current
56,647
65,623
Deferred revenue, non-current
7,810
10,615
Convertible senior notes, non-current
197,796
196,821
Term loan
211,894
231,993
Other liabilities, non-current
7,290
6,965
Total liabilities
654,021
741,904
Commitments and contingencies (Note 7)
Stockholders' equity:
Preferred stock: $0.001 par value, 5,000,000 shares authorized, none issued and
outstanding as of March 31, 2024 and 2023
—
—
Common stock: $0.001 par value, 300,000,000 shares authorized, 125,193,573 shares
and 114,659,255 shares issued and outstanding at March 31, 2024 and 2023, respectively
125
115
Additional paid-in capital
973,895
905,635
Accumulated other comprehensive loss
(11,553)
(12,927)
Accumulated deficit
(860,509)
(792,917)
Total stockholders' equity
101,958
99,906
Total liabilities and stockholders' equity
$
755,979 $
841,810
The accompanying notes are an integral part of these consolidated financial statements.
47
8X8, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
For the years ended March 31,
2024
2023
2022
Service revenue
$
700,579 $
710,044 $
602,357
Other revenue
28,126
33,894
35,773
Total revenue
728,705
743,938
638,130
Cost of service revenue
192,960
198,871
195,909
Cost of other revenue
31,945
42,604
51,649
Total cost of revenue
224,905
241,475
247,558
Gross profit
503,800
502,463
390,572
Operating expenses:
Research and development
136,216
142,491
112,387
Sales and marketing
271,944
311,883
314,223
General and administrative
112,209
108,001
118,103
Impairment of long-lived assets
11,034
6,380
—
Total operating expenses
531,403
568,755
544,713
Loss from operations
(27,603)
(66,292)
(154,141)
Other expense, net
(36,347)
(4,044)
(21,629)
Loss before provision (benefit) for income taxes
(63,950)
(70,336)
(175,770)
Provision (benefit) for income taxes
3,642
2,807
(387)
Net loss
$
(67,592) $
(73,143) $
(175,383)
Net loss per share:
Basic and diluted
$
(0.56) $
(0.63) $
(1.55)
Weighted average number of shares:
Basic and diluted
121,106
115,959
113,354
OTHER EXPENSE, NET DETAILS
(in thousands)
For the years ended March 31,
2024
2023
2022
Interest expense
$
(35,352) $
(23,020) $
(2,271)
Amortization of debt discount and issuance costs
(4,472)
(4,254)
(20,404)
Gain on warrants remeasurement
2,176
417
—
Gain (loss) on debt extinguishment
(1,766)
18,545
—
Gain (loss) on sale of assets
(179)
1,821
(68)
Gain (loss) on foreign exchange
(1,032)
993
908
Other income
4,278
1,454
206
Other expense, net
$
(36,347) $
(4,044) $
(21,629)
The accompanying notes are an integral part of these consolidated financial statements.
48
8X8, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
For the years ended March 31,
2024
2023
2022
Net loss
$
(67,592) $
(73,143) $
(175,383)
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on investments in securities
280
(184)
(571)
Foreign currency translation adjustment
1,094
(4,830)
(3,149)
Comprehensive loss
$
(66,218) $
(78,157) $
(179,103)
The accompanying notes are an integral part of these consolidated financial statements.
49
8X8, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except shares)
Common Stock
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Shares
Amount
Balance at March 31, 2021
109,134,739 $
109 $ 755,643 $
(4,193) $
(591,055) $ 160,504
Issuance of common stock under
stock plans, less withholding
6,969,809
7
15,915
—
—
15,922
Stock-based compensation expense
—
—
132,736
—
— 132,736
Stock-based compensation expense
related to Fuze acquisition
53,498
—
828
—
—
828
Forfeiture of common stock related to
Wavecell acquisition
(25,536)
—
—
—
—
—
Issuance of common stock related to
Fuze acquisition
4,070,355
4
80,852
—
—
80,856
Share repurchases
(2,340,058)
(2)
(44,974)
—
— (44,976)
Equity component of convertible
senior notes, net of issuance cost
—
—
15,599
—
—
15,599
Unrealized investment loss
—
—
—
(571)
—
(571)
Foreign currency translation
adjustment
—
—
—
(3,149)
—
(3,149)
Net loss
—
—
—
—
(175,383) (175,383)
Balance at March 31, 2022
117,862,807
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
6,498,922
7
4,678
—
—
4,685
Stock-based compensation expense
—
—
92,065
—
—
92,065
Forfeiture of common stock related to
Wavecell acquisition
(22,311)
—
—
—
—
—
Repurchase of capped calls
—
—
244
—
—
244
Share repurchases
(10,695,187)
(11)
(60,203)
—
— (60,214)
Shares issued for debt issuance
1,015,024
1
5,084
—
—
5,085
Dissolution of investment in foreign
subsidiary
—
—
—
—
(8)
(8)
Unrealized investment loss
—
—
—
(184)
—
(184)
Foreign currency translation
adjustment
—
—
—
(4,830)
—
(4,830)
Net loss
—
—
—
—
(73,143) (73,143)
Balance at March 31, 2023
114,659,255
115
905,635
(12,927)
(792,917)
99,906
Issuance of common stock under
stock plans, less withholding
7,612,910
7
(7)
—
—
—
ESPP issuance
1,883,318
2
4,882
—
—
4,884
Stock-based compensation expense
—
—
63,386
—
—
63,386
Issuance of common stock under
stock plans, less withholding, related
to Fuze acquisition
1,038,090
1
(1)
—
—
—
Unrealized investment gain
—
—
—
280
—
280
Foreign currency translation
adjustment
—
—
—
1,094
—
1,094
Net loss
—
—
—
—
(67,592) (67,592)
Balance at March 31, 2024
125,193,573 $
125 $ 973,895 $
(11,553) $
(860,509) $ 101,958
The accompanying notes are an integral part of these consolidated financial statements.
50
8X8, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the years ended March 31,
2024
2023
2022
Cash flows from operating activities:
Net loss
$
(67,592) $
(73,143) $
(175,383)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Depreciation
8,301
10,464
11,374
Amortization of intangible assets
20,395
21,078
8,317
Amortization of capitalized internal-use software costs
18,486
20,739
28,863
Impairment of capitalized software
—
3,729
—
Amortization of debt discount and issuance costs
4,472
4,254
20,404
Amortization of deferred sales commission costs
40,181
38,195
34,701
Allowance for credit losses
2,236
1,892
1,974
Operating lease expense, net of accretion
10,934
12,030
13,482
Impairment of right-of-use assets
11,034
2,651
—
Stock-based compensation expense
61,910
89,536
133,331
(Gain) loss on debt extinguishment
1,766
(18,545)
—
Gain on remeasurement of warrants
(2,176)
(417)
—
(Gain) loss on sale of assets
179
(1,821)
—
Other
680
101
3,726
Changes in assets and liabilities:
Accounts receivable, net
753
(8,450)
6,867
Deferred sales commission costs
(22,879)
(31,086)
(44,224)
Other current and non-current assets
(2,348)
2,150
(4,022)
Accounts payable and accruals
(4,182)
(24,403)
(8,740)
Deferred revenue
(3,165)
(168)
4,010
Net cash provided by operating activities
78,985
48,786
34,680
Cash flows from investing activities:
Purchases of property and equipment
(2,650)
(2,991)
(4,137)
Proceeds from sale of intangible assets
—
1,000
—
Capitalized internal-use software costs
(14,289)
(11,896)
(20,370)
Purchases of investments
(6,174)
(53,308)
(83,383)
Sales of investments
—
8,296
13,299
Maturities of investments
31,659
66,199
60,023
Acquisition of businesses, net of cash acquired
—
(1,250)
(125,410)
Net cash provided by (used in) investing activities
8,546
6,050
(159,978)
Cash flows from financing activities:
Finance lease payments
—
—
(15)
Tax-related withholding of common stock
—
—
(310)
Proceeds from issuance of common stock under employee stock plans
4,884
4,679
16,107
Repurchase of capped calls
—
244
—
Repayment of principal on term loan
(25,000)
—
—
Net proceeds from term loan
—
234,806
—
Repayment of convertible senior notes
(63,295)
(217,299)
—
Proceeds from issuance of convertible senior notes
—
—
134,619
Repurchase of common stock
—
(60,214)
(44,976)
Net cash provided by (used in) financing activities
(83,411)
(37,784)
105,425
Effect of exchange rate changes on cash
(126)
(5,037)
(585)
Net increase (decrease) in cash and cash equivalents
3,994
12,015
(20,458)
Cash, cash equivalents and restricted cash, beginning of year
112,729
100,714
121,172
Cash, cash equivalents and restricted cash, end of year
$
116,723 $
112,729 $
100,714
51
Supplemental and non-cash disclosures:
For the years ended March 31,
2024
2023
2022
Interest paid
$
35,574 $
22,162 $
2,156
Income taxes paid
$
5,974 $
1,530 $
1,320
Payables and accruals for property and equipment
$
3,868 $
38 $
88
Warrants issued in connection with term loan
$
— $
5,915 $
—
Shares issued in connection with term loan and convertible senior notes
$
— $
5,084 $
—
Issuance of 2028 convertible senior notes in exchange of 2024 convertible
senior notes
$
— $
201,914 $
—
Right-of-use assets acquired in connection with Fuze acquisition
$
— $
— $
7,261
Shares consideration in connection with Fuze acquisition
$
— $
— $
80,856
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
As of March 31,
2024
2023
2022
Cash and cash equivalents
$
116,262 $
111,400 $
91,205
Restricted cash, current
356
511
8,691
Restricted cash, non-current
105
818
818
Total cash, cash equivalents and restricted cash
$
116,723 $
112,729 $
100,714
The accompanying notes are an integral part of these consolidated financial statements.
52
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 Company's fiscal year ends on March 31 of each calendar year. Each reference to a fiscal year in these Notes to
Consolidated Financial Statements refers to the fiscal year ended March 31 of the calendar year indicated (for example, fiscal
2024 refers to the fiscal year ended March 31, 2024).
All dollar amounts herein are in thousands of United States Dollars ("Dollars") unless otherwise noted.
The consolidated financial statements include the accounts of 8x8 and its subsidiaries. All material intercompany accounts and
transactions have been eliminated.
CHANGE IN REPORTING PRESENTATION
Historically, accrued compensation, accrued taxes, and other accrued liabilities have been presented separately on the
consolidated balance sheets and cost of revenue and cost of other revenue have been presented within operating expenses.
During the fourth quarter of fiscal 2024, the Company made the following voluntary changes in accounting presentation and
reclassified prior period amounts to conform to current year presentation:
•
Consolidated accrued compensation, accrued taxes, and other accrued liabilities into accrued and other liabilities on the
consolidated balance sheets, see Note 4, Financial Statement Components, for further details.
•
Separately state cost of revenue, cost of other revenue and recognize gross profit on the Company's consolidated
statement of operations.
Additionally, the results of operations for the year ended March 31, 2023 have been reclassified to conform to the Company's
current period presentation. During the year ended March 31, 2023, the Company reclassified $3.7 million impairment of
capitalized software from research and development expenses to impairment of long-lived assets and a $2.7 million impairment
of right-of-use assets from general and administrative expenses to impairment of long-lived assets. These prior period
reclassifications had no impact on our consolidated balance sheets, statements of comprehensive loss, statements of
stockholders' equity and cash flows.
USE OF ESTIMATES
The preparation of the 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 value and
useful life of long-lived assets (including intangible assets and right-of-use 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.
REVENUE RECOGNITION
As described below, significant management judgments and estimates must be made and used in connection with the
recognition of revenue. Material differences may result in the amount and timing of our revenue if management were to make
different judgments or utilize different estimates.
The Company recognizes revenue using the five-step model prescribed by U.S. GAAP, as follows:
•
identification of the contract, or contracts, with a customer;
53
•
identification of the performance obligations in the contract;
•
determination of the transaction price;
•
allocation of the transaction price to the performance obligations in the contract; and
•
recognition of revenue when, or as, the Company satisfies a performance obligation.
The Company identifies performance obligations in contracts with customers, which may include subscription services and
related usage, product revenue, and professional services. The transaction price is determined based on the amount we expect
to be entitled to receive in exchange for transferring the promised services or products to the customer. The transaction price in
the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration
expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance
obligations are satisfied, based on the transaction price, excluding amounts collected on behalf of third parties such as sales and
telecommunication taxes, which are collected on behalf of and remitted to governmental authorities. We generally bill our
customers on a monthly basis. Contracts typically range from annual to multi-year agreements with payment terms of net 30
days. We occasionally allow a 30-day period to cancel a subscription and return products shipped for a full refund.
The Company records reductions to revenue for estimated sales returns and customer credits at the time the related revenue is
recognized. Sales returns and customer credits are estimated based on historical experience, current trends, and expectations
regarding future experience. The Company monitors the accuracy of its sales reserve estimates by reviewing actual returns and
credits and adjusts them for its future expectations to determine the adequacy of its current and future reserve needs. If actual
future returns and credits differ from past experience, additional reserves may be required.
When the Company's services do not meet certain service level commitments, customers are entitled to receive service credits,
and in certain cases, refunds, each representing a form of variable consideration. The Company historically has not experienced
any significant incidents affecting the defined levels of reliability and performance as required by its subscription contracts.
Accordingly, the amount of any estimated refunds related to these agreements in the consolidated financial statements is not
material during the periods presented.
Judgments and Estimates
The estimation of variable consideration for each performance obligation requires the Company to make subjective judgments.
The Company has service-level agreements with customers warranting defined levels of uptime reliability and performance.
Customers may get credits or refunds if the Company fails to meet such levels. If the services do not meet certain criteria, fees
are subject to adjustment or refund representing a form of variable consideration. The Company may impose minimum revenue
commitments ("MRC") on its customers at the inception of the contract. Thus, in estimating variable consideration for each of
these performance obligations, the Company assesses both the probability of MRC occurring and the collectability of the MRC,
both of which represent a form of variable consideration.
The Company enters into contracts with customers that regularly include promises to transfer multiple services and products,
such as subscriptions, products, and professional services. For arrangements with multiple services, the Company evaluates
whether the individual services qualify as distinct performance obligations. In its assessment of whether a service is a distinct
performance obligation, the Company determines whether the customer can benefit from the service on its own or with other
readily available resources, and whether the service is separately identifiable from other services in the contract. This evaluation
requires the Company to assess the nature of each individual service offering and how the services are provided in the context of
the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other,
which may require judgment based on the facts and circumstances of the contract.
When agreements involve multiple distinct performance obligations, the Company allocates arrangement consideration to all
performance obligations at the inception of an arrangement based on the relative standalone selling prices ("SSP") of each
performance obligation. Usage fees deemed to be variable consideration meet the allocation exception for variable
consideration. Where the Company has standalone sales data for its performance obligations which are indicative of the price at
which the Company sells a promised good or service separately to a customer, such data is used to establish SSP. In instances
where standalone sales data is not available for a particular performance obligation, the Company estimates SSP by the use of
observable market and cost-based inputs. The Company continues to review the factors used to establish list price and will
adjust standalone selling price methodologies as necessary on a prospective basis.
Service Revenue
Service revenue from subscriptions to the Company's cloud-based technology platform is recognized ratably over the contractual
subscription term, beginning on the date that the platform is delivered to the customer until the end of the contractual period.
Payments received in advance of subscription services being rendered are recorded as deferred revenue; revenue recognized
for services rendered in advance of payments received are recorded as contract assets. Usage fees, when bundled, are billed in
advance and recognized over time on a ratable basis over the contractual subscription term, which is usually the monthly
contractual billing period. Non-bundled usage fees are recognized as actual usage occurs.
Other Revenue
Other revenue comprises primarily of product revenue and professional services revenue.
54
The Company recognizes product revenue for telephony equipment at the point in time when transfer of control has occurred,
which is generally upon shipment. Sales returns are recorded as a reduction to revenue estimated based on historical
experience. Professional services for deployment, configuration, system integration, optimization, customer training, or education
are primarily billed on a fixed-fee basis and are performed by the Company directly. Professional services revenue is recognized
as services are performed or upon completion of the deployment.
Contract Assets
Contract assets are recorded for contract consideration not yet invoiced but for which the performance obligations are
completed. The revenue is recognized when the customer receives services or equipment for a reduced consideration at the
onset of an arrangement, for example, when the initial month's services or equipment are discounted. Contract assets are
included in other current assets or other assets in the Company's consolidated balance sheets, depending on if their reduction
will be recognized during the succeeding twelve-month period or beyond.
Deferred Revenue
Deferred revenue represents billings or payments received in advance of revenue recognition and are recognized upon transfer
of control. Balances consist primarily of annual plan subscription services and professional and training services not yet provided
as of the balance sheet date. Revenue that will be recognized during the twelve-month period in which the Company is providing
services are recorded as deferred revenue, current in the consolidated balance sheets, with the remainder recorded as other
liabilities, non-current in the Company's consolidated balance sheets.
Deferred Sales Commission Costs
Sales commissions are considered incremental and recoverable costs of acquiring customer contracts. These costs are
capitalized as deferred sales commission costs and amortized on a straight-line basis over the anticipated benefit period of five
years. The benefit period was estimated by taking into consideration the length of customer contracts, technology lifecycle, and
other factors. This amortization expense is recorded in sales and marketing expense within the Company's consolidated
statement of operations.
The Company applies a practical expedient that permits it to apply an anticipated benefit period to a portfolio of contracts,
instead of on a contract-by-contract basis, as they are similar in their characteristics, and the financial statement effects of that
application to the portfolio would not differ materially from applying it to the individual contracts within that portfolio.
CASH, CASH EQUIVALENTS, AND INVESTMENTS
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Investments in debt securities are classified as available-for-sale and reported at fair value, based either upon quoted prices in
active markets, quoted prices in less active markets, or quoted market prices for similar investments, with unrealized gains and
losses, net of related tax, if any, included in other comprehensive income (loss) and disclosed as a separate component of
stockholders' equity. Realized gains and losses on sales of all such investments are reported within the caption of other income
(expense), net in the consolidated statements of operations and computed using the specific identification method. The
Company classifies its investments as short-term or long-term based on the nature of the investments and their availability for
use in current operations.
The Company's investments in debt securities are monitored on a periodic basis for impairment. In the event the carrying value
of an investment exceeds its fair value and the decline in value is determined to be other-than-temporary, an impairment charge
is recorded and a new cost basis for the investment is established. These available-for-sale investments are primarily held in the
custody of two major financial institutions.
ALLOWANCE FOR CREDIT LOSSES
The Company accounts for allowance for credit losses under the current expected credit loss, or CECL, impairment model for its
financial assets, including accounts receivable, and presents the net amount of the financial instrument expected to be collected.
The current expected credit loss impairment model requires an estimate of expected credit losses, measured over the
contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past
events and current conditions. Based on this model, the Company estimates the amount of uncollectible accounts receivable at
the end of each reporting period based on the aging of the receivable balance, current and historical customer trends,
communications with its customers, and macro-economic conditions. Amounts are written off after considerable collection efforts
have been made and the amounts are determined to be uncollectible.
CONCENTRATIONS
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash
and cash equivalents, investments, and trade accounts receivable. The Company has cash equivalents and investment policies
that limit the amount of credit exposure to any one financial institution and restrict placement of these funds to financial
institutions evaluated as highly credit-worthy. Although the Company deposits its cash with multiple financial institutions, its
deposits may exceed federally insured limits. The Company has not experienced any material losses relating to its investments.
55
The Company sells its products to customers and distributors. The Company performs credit evaluations of its customers'
financial condition and generally does not require collateral from its customers. As of March 31, 2024 and 2023, no customer
accounted for more than 10% of accounts receivable. For the years ended March 31, 2024, 2023, and 2022, no customer
accounted for more than 10% of revenue.
The Company purchases all of its hardware products from suppliers that manufacture the hardware directly and from their
distributors. The inability of any supplier to fulfill supply requirements of the Company could materially impact future operating
results, financial position, or cash flows.
The Company also relies primarily on third-party network service providers to provide telephone numbers and public switched
telephone network ("PSTN") call termination and origination services for its customers. If these service providers failed to
perform their obligations to the Company, such failure could materially impact future operating results, financial position, and
cash flows.
OPERATING LEASE, RIGHT-OF-USE ASSETS, AND LEASE LIABILITIES
The Company primarily leases facilities for office and data center space under non-cancellable operating leases for its United
States and international locations that expire at various dates through 2030. For leases with a term greater than 12 months, the
Company recognizes a right-of-use asset and a lease liability based on the present value of lease payments over the lease term.
Variable lease payments are not included in the lease payments to measure the lease liability and are expensed as incurred.
The Company’s leases have remaining terms of one year to seven years. Some of the leases include a Company option to
extend the lease term for less than 12 months to five years, or more, which if reasonably certain to be exercised, the Company
includes in the determination of lease payments. The lease agreements do not contain any material residual value guarantees or
material restrictive covenants.
As most of the Company's leases do not provide a readily determinable implicit rate, the Company uses its incremental
borrowing rate at lease commencement, which is determined using a portfolio approach, based on the rate of interest that the
Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The
Company uses the implicit rate when a rate is readily determinable. Operating lease expense is recognized on a straight-line
basis over the lease term.
Leases with an initial term of 12 months or less are not recognized on the Company's consolidated balance sheets, and the
expense for these short-term leases is recognized on a straight-line basis over the lease term.
In connection with partially ceasing use of the Company’s Headquarters and an international office space, the Company
recorded impairment charges of $9.9 million and $1.1 million, respectively, as the carrying amount of the right-of-use assets
related to the leases exceeded its fair value based on the Company’s estimate of future discounted cash flows related to the
leased facility. During fiscal 2024, the non-cash charge of $11.0 million was recorded as an impairment of long-lived assets on
the consolidated statements of operations and consisted of an $11.0 million impairment of operating lease right-of-use assets.
See Note 6, Leases, for further details.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are
computed using the straight-line method. Depreciation is computed using the straight-line method over the service period of the
related fixed asset as follows:
Property and equipment
Useful Lives
Computer equipment
3 years
Furniture and fixtures
5 years
Capitalized internal-use software
3
-
7 years
Leasehold improvements
Lesser of estimated
useful life or remaining
lease term
Expenditures for improvements that extend the physical or economic life of the property are capitalized. Construction in progress
primarily relates to costs to acquire or internally develop internal-use software not fully completed as of March 31, 2024 and
2023.
Maintenance, repairs, and ordinary replacements are charged to expense. Gains or losses on the disposition of property and
equipment are recorded in the consolidated statements of operations.
CAPITALIZED INTERNAL-USE SOFTWARE COSTS
Certain costs of software are capitalized during the application development phase. The Company begins to capitalize costs to
develop software when preliminary development efforts are successfully completed, management has authorized and committed
project funding, it is probable that the project will be completed, and the software will be used as intended.
56
Capitalized internal-use software development costs are included in property and equipment. Once the project has been
completed, these costs are amortized to cost of service revenue on a straight-line basis over the estimated useful life of the
related asset as noted in Property and Equipment.
Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred
and recorded in research and development expense. The Company tests capitalized internal-use software development costs for
impairment on an annual basis, or as events occur or circumstances change that could impact the recoverability of the
capitalized costs.
ACCOUNTING FOR LONG-LIVED ASSETS
The Company reviews the recoverability of its long-lived assets, such as property and equipment, right-of-use assets, definite
lived intangibles, or capitalized internal-use software costs, when events or changes in circumstances occur that indicate that the
carrying value of the asset or asset group may not be recoverable. Examples of such events could include the disposal of a
significant portion of such asset, an adverse change in the market involving the business employing the related asset, or a
significant change in the operation or use of an asset. The assessment of possible impairment is based on the Company's ability
to recover the carrying value of the asset or asset group from the expected future cash flows (undiscounted and without interest
charges) of the related operations. If these cash flows are less than the carrying value of such asset or asset group, an
impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of
impairment requires management to estimate the fair value of long-lived assets and asset groups through future cash flows.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess fair value of consideration transferred over the fair value of net assets acquired in business
combinations. Goodwill and intangible assets with indefinite useful lives are not amortized but are tested annually for impairment
and more often if there is an indicator of impairment.
The Company performs testing for impairment of goodwill on an annual basis, or as events occur or circumstances change that
would more likely than not reduce the fair value of the Company’s single reporting unit below its carrying amount. Goodwill is
considered impaired if the carrying value of the reporting unit exceeds its fair value.
Intangible assets, consisting of acquired developed technology, domain names, and customer relationships, acquired in business
combinations were initially measured at fair value and were determined to have definite lives. Thereafter, intangible assets are
amortized on a straight-line basis over their estimated useful lives. Amortization expense related to developed technology is
included in cost of revenue. Amortization expense related to customer relationships and domain names are included in sales and
marketing expense. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate an
asset’s carrying value may not be recoverable.
CONVERTIBLE SENIOR NOTES
In accounting for the issuance of the 0.50% Convertible Senior Notes due 2024 and the 4.0% Convertible Senior Notes due 2028
(collectively, the "Notes"), the Company recorded the Notes as liabilities, as the conversion features do not require bifurcation
and recognition as embedded derivatives.
The excess of the principal amount of the liability over its carrying amount (“debt discount”) is amortized to interest expense over
the term of the Notes.
The Company recorded the issuance costs as a reduction to the liability portion of the Notes, which are amortized as interest
expense over the term of the Notes.
WARRANT LIABILITIES
Warrants to purchase shares of the Company's common stock are classified as a liability on the consolidated balance sheets and
held at fair value, as the warrants contain certain terms that could result in cash settlement as a result of events outside of the
Company’s control. The warrants are subject to remeasurement to fair value at each balance sheet date, and any change in fair
value is recognized in the consolidated statements of operations. The Company will continue to adjust the liability for changes in
fair value until the earlier of the exercise or expiration of the warrants.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses consist primarily of personnel and related costs, third-party development and related work,
software and equipment costs necessary for us to conduct our product and platform development and engineering efforts, and
allocated information technology ("IT") and facilities costs. Research and development costs are expensed as incurred.
ADVERTISING COSTS
Advertising costs are expensed as incurred and were $1.0 million, $1.5 million, and $3.4 million for the years ended March 31,
2024, 2023, and 2022, respectively.
57
FOREIGN CURRENCY TRANSLATION
The Company has determined that the functional currency of each of its foreign subsidiaries is the subsidiary's local currency.
The Company believes that this most appropriately reflects the current economic facts and circumstances of the subsidiaries'
operations. The assets and liabilities of the subsidiaries are translated at the applicable exchange rate as of the end of the
balance sheet period and revenue and expense amounts are translated at an average rate over the period presented. Resulting
currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss within the
stockholder's equity.
SEGMENT INFORMATION
The Company has determined that its chief executive officer is the chief operating decision maker (the "CODM"). The chief
executive officer reviews financial information presented on a consolidated basis for purposes of assessing performance and
making decisions the allocation of resources.
The Company continued to conclude that it has one reporting unit, and it operates in a single reportable segment.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When determining the fair value measurements for assets
and liabilities required or permitted to be recorded at fair value, the Company considers the principal market or the most
advantageous market in which it would transact.
The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.
Observable inputs are inputs that reflect the assumptions market participants would use in valuing the asset or liability and are
developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that
reflect the Company's assumptions about the factors that market participants would use in valuing the asset or liability developed
based on the best information available in the circumstances.
The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs
used to measure fair value by requiring that the most observable inputs be used when available. A financial instrument's
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value
measurement. The fair value hierarchy is as follows:
•
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access at the measurement date.
•
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent
transactions (less active markets).
•
Level 3 applies to assets or liabilities for which fair value is derived from valuation techniques in which one or more
significant inputs are unobservable, including the Company's own assumptions.
The estimated fair value of financial instruments is determined by the Company using available market information and valuation
methodologies considered to be appropriate. The carrying amounts of the Company's cash and cash equivalents, accounts
receivable, and accounts payable approximate their fair values due to their short maturities. The Company's investments are
recorded at fair value and the Notes and the Term Loan (as defined in Note 8, Convertible Senior Notes and Term Loan) are
recorded at net carrying value.
STOCK-BASED COMPENSATION
The Company accounts for the fair value of restricted stock units (“RSUs”) using the closing market price of the Company’s
common stock on the date of the grant. For new-hire grants and annual refresh grants, one-third of the RSUs typically vest on
the first anniversary of the grant date, and the remainder vest on a one-eighth basis quarterly over the subsequent two years.
Stock-based compensation cost for RSUs is measured at the grant date based on the estimated fair value of the award and is
recognized as expense over the requisite service period (generally the vesting period), net of forfeitures.
The Company accounts for the fair value of performance stock units ("PSUs") using Monte Carlo simulations.
The Company estimates the fair value of the rights to acquire stock under its 1996 Employee Stock Purchase Plan (the “ESPP”)
using the Black-Scholes option pricing formula. The ESPP provides for consecutive six-month offering periods with a one-year
look-back period and the Company uses its own historical volatility data in the valuation of shares that are purchased under the
ESPP.
58
COMPREHENSIVE LOSS
Comprehensive loss, as defined, includes all changes in equity (net assets) during a period. The difference between net loss and
comprehensive loss is due to foreign currency translation adjustments and unrealized gains or losses on investments classified
as available-for-sale.
NET LOSS PER SHARE
Basic net loss per share is computed by dividing net loss available to common stockholders (numerator) by the weighted
average number of vested, unrestricted common shares outstanding during the period (denominator). Diluted net loss per share
is computed on the basis of the weighted average number of shares of common stock, plus the effect of dilutive potential
common shares outstanding during the period using the treasury stock method unless their effect is anti-dilutive. Dilutive
potential common shares include outstanding stock options, ESPP, RSUs and PSUs.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of
incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December
15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all
prior periods presented in the financial statements. The Company is currently evaluating the impact that this guidance will have
on the presentation of its consolidated financial statements and accompanying notes.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which
expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S.
and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. The Company is
currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and
accompanying notes.
RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
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 contract assets and deferred revenue from contracts with customers (in thousands):
March 31, 2024
March 31, 2023
Contract assets, current (component of Other current assets)
$
9,453 $
11,023
Contract assets, non-current (component of Other assets)
7,879
10,570
Deferred revenue, current
34,325
34,909
Deferred revenue, non-current
7,810
10,615
Contract assets are recorded for contract consideration not yet invoiced but for which the performance obligations are
completed. Contract assets, net of allowances for credit losses, are included in other current assets or other assets in the
Company's consolidated balance sheets, depending on if their reduction will be recognized during the succeeding twelve-month
period or beyond. As of March 31, 2023, the contract assets disclosed in the table have been updated to reflect the net balance,
which accounts for allowances made for credit losses. The allowance applied to our contract assets as of March 31, 2024 and
2023 and the activity in this account, including the current-period provision for expected credit losses for the years ended March
31, 2024, 2023 and 2022, were not material.
The change in contract assets was primarily driven by billing customers for amounts that had previously been recognized in
revenue but not yet billed. During the year ended March 31, 2024, the Company recognized revenue of approximately $38.7
million that was included in deferred revenue at the beginning of the fiscal year.
59
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 March 31, 2024 was approximately $775.0 million. This amount excludes
contracts with an original expected length of less than one year. The Company expects to recognize revenue on approximately
86% of the remaining performance obligations over the next 24 months and approximately 14% over the remainder of the
subscription period. For purposes of this disclosure, the Company excludes contracts with an original expected length of less
than one year.
Deferred Sales Commission Costs
Amortization of deferred sales commission costs for the years ended March 31, 2024, 2023, and 2022 was $40.2 million, $38.2
million, and $34.7 million, respectively. There were no material write-offs during the years ended March 31, 2024, 2023, and
2022.
3. FAIR VALUE MEASUREMENTS
Cash, cash equivalents, and available-for-sale investments were as follows (in thousands):
As of March 31, 2024
Amortized
Costs
Gross
Unrealized
Gain
Gross
Unrealized
Loss
Estimated
Fair Value
Cash and
Cash
Equivalents
Restricted
Cash
(Current &
Non-current)
Short-Term
Investments
Cash
$
53,943 $
— $
— $
53,943 $
53,943 $
— $
—
Level 1:
Money market funds
37,633
—
—
37,633
37,172
461
—
Subtotal
91,576
—
—
91,576
91,115
461
—
Level 2:
Term deposit
25,147
—
—
25,147
25,147
—
—
Commercial paper
1,049
—
(1)
1,048
—
—
1,048
Subtotal
26,196
—
(1)
26,195
25,147
—
1,048
Total assets
$ 117,772 $
— $
(1) $ 117,771 $
116,262 $
461 $
1,048
As of March 31, 2023
Amortized
Costs
Gross
Unrealized
Gain
Gross
Unrealized
Loss
Estimated
Fair Value
Cash and
Cash
Equivalents
Restricted
Cash
(Current &
Non-current)
Short-Term
Investments
Cash
$
95,828 $
— $
— $
95,828 $
95,828 $
— $
—
Level 1:
Money market funds
8,935
—
—
8,935
8,935
—
—
Treasury securities
1,599
4
(1)
1,602
—
—
1,602
Subtotal
106,362
4
(1)
106,365
104,763
—
1,602
Level 2:
Certificate of deposit
1,329
—
—
1,329
—
1,329
—
Commercial paper
8,610
—
(2)
8,608
6,637
—
1,971
Corporate debt
22,625
55
(25)
22,655
—
—
22,655
Subtotal
32,564
55
(27)
32,592
6,637
1,329
24,626
Total assets
$ 138,926 $
59 $
(28) $ 138,957 $
111,400 $
1,329 $
26,228
The restricted cash component of the money market funds is comprised of letters of credit securing leases for certain office
facilities.
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 March 31, 2024, 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 March 31, 2024, the
Company did not record any allowance for credit losses on its investments.
The Company uses the Black-Scholes option-pricing valuation model to value its detachable warrants from inception and at each
reporting period. Changes in the fair values of the detachable warrants liability are recorded as loss on warrants remeasurement
within Other (expense) income, net in the consolidated statements of operations.
60
The following table presents additional information about valuation techniques and inputs used for the Warrants (see Note 8,
Convertible Senior Notes and Term Loan) that are measured at fair value and categorized within Level 3 as of March 31, 2024
and March 31, 2023 (dollars in thousands):
March 31, 2024
March 31, 2023
Estimated fair value of detachable warrants
$
3,321
$
5,497
Unobservable inputs:
Stock volatility
87.2 %
67.2 %
Risk-free rate
4.3 %
3.6 %
Expected term
3.4 years
4.4 years
As of March 31, 2023, the estimated fair value of the 2024 Notes was $57.3 million, and as of March 31, 2024 and March 31,
2023 the estimated fair value of the Company's convertible senior notes due in 2028 was $161.7 million and $183.0 million,
respectively (see Note 8, Convertible Senior Notes and Term Loan). The fair value of the convertible senior notes was
determined based on the closing price of each of the securities on the last trading day of the reporting period, and each is Level
2 in the fair value hierarchy due to limited trading activity of the debt instruments. As of March 31, 2024 and 2023, the carrying
value of the Company's Term Loan approximates its estimated fair value.
4. FINANCIAL STATEMENT COMPONENTS
Accounts receivable, net consisted of the following (in thousands):
March 31,
2024
2023
Trade accounts receivable
$
59,757 $
63,501
Unbilled trade accounts receivable
4,470
5,668
Less: allowance for credit losses
(2,746)
(3,644)
Less: allowance for sales reserves
(2,502)
(3,218)
Total accounts receivable, net
$
58,979 $
62,307
Allowance for credit losses and sales reserves consisted of the following (in thousands):
March 31,
2024
2023
Credit Losses
Sales Reserves
Credit Losses
Sales Reserves
Beginning balance
$
(3,644) $
(3,218) $
(3,373) $
(5,527)
Provision (reserve)
(1,969)
(3,581)
(3,255)
(3,421)
Recoveries (Write-offs)
2,867
4,297
2,984
5,730
Ending balance
$
(2,746) $
(2,502) $
(3,644) $
(3,218)
Property and equipment, net consisted of the following (in thousands):
March 31,
2024
2023
Computer equipment
$
53,788 $
56,106
Software development costs
119,314
109,590
Software licenses
14,562
10,175
Leasehold improvements
29,666
33,269
Furniture and fixtures
11,675
11,994
Construction in progress
9,593
5,030
Total property and equipment
238,598
226,164
Less: accumulated depreciation and amortization
(185,417)
(168,293)
Total property and equipment, net
$
53,181 $
57,871
Depreciation and amortization expense was $26.8 million, $36.8 million, and $42.1 million for the years ended March 31, 2024,
2023, and 2022, respectively.
During the year ended March 31, 2023, the Company abandoned and wrote off certain internally-developed software with a net
book value of $3.7 million.
61
Other current assets consisted of the following (in thousands):
March 31,
2024
2023
Prepaid expense
$
18,172 $
18,546
Contract assets, current
9,453
11,023
Other current assets
7,633
5,061
Total other current assets
$
35,258 $
34,630
Accrued and other liabilities consisted of the following (in thousands):
March 31,
2024
2023
Accrued compensation
$
19,550 $
29,614
Accrued taxes
44,096
29,570
Other accrued liabilities
14,456
14,556
Total accrued and other liabilities
$
78,102 $
73,740
5. INTANGIBLE ASSETS AND GOODWILL
The carrying value of intangible assets consisted of the following:
March 31, 2024
March 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Developed technology
$
46,454 $
(36,823) $
9,631 $
46,461 $
(28,361) $
18,100
Customer relationships
105,827
(28,741)
77,086
105,836
(16,824)
89,012
Trade names and domains
584
(584)
—
584
(584)
—
Total acquired identifiable
intangible assets
$
152,865 $
(66,148) $
86,717 $
152,881 $
(45,769) $
107,112
As of March 31, 2024, the weighted average remaining useful life for developed technology and customer relationships were 1.5
years and 6.7 years, respectively.
Amortization expense for related intangible assets was $20.4 million, $21.1 million, and $8.3 million for the years ended
March 31, 2024, 2023, and 2022, respectively.
There were no write-offs during the year ended March 31, 2024, and 2023. During the year ended March 31, 2022, the Company
wrote off approximately $13.2 million of fully amortized intangible assets and the corresponding accumulated amortization. In
November 2022, the Company sold certain intangible assets with net book value of less than $0.3 million for $1.8 million. The
gain of approximately $1.8 million was recorded as Other income in the Consolidated Statement of Operations and includes
$0.3 million to be received as future services.
At March 31, 2024, annual amortization of intangible assets, based upon existing intangible assets and current useful lives, is
estimated to be the following (in thousands):
Amount
2025
$
19,095
2026
13,896
2027
11,757
2028
11,044
2029 and thereafter
30,925
Total
$
86,717
62
The following table provides a summary of the changes in the carrying amounts of goodwill (in thousands):
Amount
Balance at March 31, 2022
$
266,867
Foreign currency translation
(4)
Balance at March 31, 2023
266,863
Foreign currency translation
(289)
Balance at March 31, 2024
$
266,574
The Company conducted its annual impairment tests of goodwill in the fourth quarter of fiscal 2024, 2023, and 2022, and
determined that no adjustment to the carrying value of goodwill was required.
6. LEASES
The components of lease expense were as follows:
For the years ended March 31,
2024
2023
2022
Operating lease expense
$
10,934 $
12,030 $
13,482
Variable lease expense
$
3,690 $
6,378 $
3,837
The supplemental cash flow information related to leases was as follows:
For the years ended March 31,
2024
2023
2022
Cash outflows from operating leases
$
14,634 $
18,985 $
17,310
Right-of-use assets obtained in exchange for operating lease obligations
$
2,311 $
3,777 $
9,104
Short-term lease expense was immaterial during the years ended March 31, 2024 and 2023.
The following table presents supplemental lease information:
March 31, 2024
March 31, 2023
Weighted average remaining lease term
6.2 years
7.0 years
Weighted average discount rate
4.3%
4.1%
The following table presents maturity of lease liabilities under the Company's non-cancellable operating leases as of March 31,
2024:
2025
$
13,737
2026
12,633
2027
11,331
2028
10,661
2029
10,487
Thereafter
18,435
Total lease payments
77,284
Less: imputed interest
(9,342)
Present value of lease liabilities
$
67,942
The Company continues to evaluate its leases for potential impairments. During the third quarter of fiscal 2024, in support of the
Company's office-home hybrid workforce model, the Company's board of directors authorized the cessation of use of
approximately 42% of leased space at the Company’s headquarters at 675 Creekside Way, Campbell, CA (the “Company’s
Headquarters”). The Company ceased use of the space on November 2, 2023, and plans to continue to hold this space available
for sublease. Additionally, the Company partially ceased use of office space for a certain international lease and does not plan to
hold this available for sublease.
The Company reviewed the recoverability of the related right-of-use asset and determined the changes in the intended use of
these locations represented an impairment indicator, as these events indicated the carrying value of the right-of-use asset may
not be recoverable. In connection with partially ceasing use of the Company’s Headquarters and an international office space,
the Company recorded impairment charges of $9.9 million and $1.1 million, respectively, as the carrying amount of the right-of-
use assets related to the leases exceeded its fair value based on the Company’s estimate of future discounted cash flows under
63
the income approach. The fair value represented a Level 3 measurement and utilized certain unobservable inputs which required
significant judgment and estimates, including estimated sublease income, temporary idling periods, discount rates and future
cash flows based on the Company’s experience and assessment of existing market conditions. The estimation of sublease
income is subject to uncertainty due to various factors, including market conditions, demand for the Company’s leased
headquarters, the future financial stability of potential subtenants, market rent, any related free rent periods and uncertainties
regarding demand for the commercial real estate market. Temporary idling periods are difficult to predict accurately and may
arise due to unforeseen circumstances, such as availability of new tenants, economic downturns, or changes in commercial real
estate market conditions. The estimated discount rate of 11% is influenced by various factors, including prevailing interest rates,
credit risk, tenor, and sub-lease specific characteristics. The estimated future cash flows were calculated by factoring in the
approximated sublease income, temporary idling periods, and discount rates to determine the Level 3 fair value measurement.
The Company performed a sensitivity analysis and determined that variations in the aforementioned assumptions do not
materially impact the Company’s fair value measurement. During fiscal 2024, the non-cash charge of $11.0 million was recorded
as an impairment of long-lived assets on the consolidated statements of operations and consisted of an $11.0 million impairment
of operating lease right-of-use assets.
During fiscal 2023, certain leases were impaired, and as a result, $2.7 million of right-of-use assets were written off.
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 might 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.
During the year ended March 31, 2024, the Company entered into a $28.1 million noncancellable three-year hosting service
contract. During the three months ended December 31, 2023, the Company placed an additional $1.0 million order to the existing
noncancellable three-year hosting service contract. The updated commitment of $11.4 million remains due during fiscal 2025 and
$10.1 million will be due during fiscal 2026.
The total contractual minimum commitments were approximately $61.2 million as of March 31, 2024.
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 March 31,
2024. 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.
64
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 and/or accrues for all taxes and surcharges that it believes are required. The
amounts that have been remitted have historically been within the accruals established by the Company. The Company conducts
periodic reviews of the taxability of its services with respect to sales, use, telecommunications or other similar indirect taxes and
adjusts its accrual when facts relating to specific exposures warrant such adjustment. A similar review was performed on the
taxability of services provided by Fuze and it was determined that certain services may be subject to sales, use,
telecommunications or other similar indirect taxes in certain jurisdictions. Based on such assessments, as of March 31, 2024 and
2023, the Company had accrued contingent indirect tax liabilities of $19.2 million and $13.5 million, respectively.
FCC Investigation of 8x8, Inc. and Fuze, Inc.
On November 17, 2023, the Company received a letter of inquiry from the Enforcement Bureau of the Federal Communications
Commission (the “FCC”) requesting certain information and supporting documents related to an investigation of potential
violations by 8x8 and Fuze in connection with certain prior period regulatory filings and payments. The Company has cooperated
with the FCC in this matter and responded to the letter of inquiry. If the FCC were to pursue separate action against the
Company, the FCC could seek to fine or impose regulatory penalties or civil liability on the Company. The Company received a
Universal Service Administrative Company ("USAC") letter dated February 1, 2024 rejecting Fuze’s previously filed 499-A returns
for calendar years 2021 and 2022 and informing the Company that USAC would apply the safe harbor to Fuze revenues for
those years for assessing Universal Service Fund ("USF") payments. The Company subsequently received an invoice from
USAC dated March 22, 2024 in the amount of $14.9 million for additional USF fees owed for those calendar years by Fuze, Inc.
The Company has since refiled the 499-A returns for calendar years 2021 and 2022 for Fuze, Inc. and recorded an additional
liability of $5.6 million, which the Company has since paid subsequent to March 31, 2024. The Company submitted an appeal to
USAC of the remaining amount of the invoice dated March 22, 2024. The Company's appeal is ongoing and the Company
continues to cooperate with the FCC's investigation of this matter.
8. CONVERTIBLE SENIOR NOTES AND TERM LOAN
2024 Notes
As of March 31, 2023, the Company had $63.3 million aggregate principal amount of 0.50% convertible senior notes due 2024
(the "2024 Notes") in a private placement, including the exercise in full of the initial purchasers' option to purchase additional
notes. In August 2022, the Company used the proceeds from the issuance of the Term Loan (as defined below) to fund the cash
portion of an exchange of the Company’s approximately $403.8 million aggregate principal amount of the 2024 Notes for cash
plus approximately $201.9 million aggregate principal amount of the 2028 Notes (as defined below), and the concurrent
repurchase of approximately $60.0 million of the Company’s common stock with the counterparties to such exchange.
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. The 2024 Notes matured and were paid off in full on February 1, 2024 and the Company was in
compliance with all covenants set forth in the indenture governing the 2024 Notes.
Repayment of 2024 Notes
In addition to the Exchange Transaction, the Company completed three repurchases of the 2024 Notes during fiscal 2023 for a
total of approximately $32.9 million in aggregate principal amount.
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.
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.
On February 23, 2023, the Company repurchased an aggregate principal amount of $5.0 million of the 2024 Notes through a
privately negotiated transaction with one of the remaining 2024 Notes holders for an aggregate purchase price of $4.7 million in
cash. The repurchase consideration was accounted for as a debt extinguishment, resulting in a $0.3 million gain.
On February 1, 2024, the Company paid the remaining aggregate principal of $63.3 million, and accrued interest of $0.2 million,
related to the 2024 Notes, which matured on February 1, 2024.
65
The following table presents the net carrying amount and fair value of the liability component of the 2024 Notes:
March 31, 2024
March 31, 2023
Principal
$
— $
63,295
Unamortized debt discount and issuance costs
—
(363)
Net carrying amount
$
— $
62,932
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:
Year Ended March 31,
2024
2023
2022
Contractual interest expense
$
265 $
1,177 $
2,271
Amortization of debt discount and issuance costs
363
1,694
20,404
Total interest expense
$
628 $
2,871 $
22,675
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, including $2.8 million paid in the form of shares of the Company's common stock. 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
(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.
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 company was permitted to prepay $25.0 million without a penalty, which it did
on May 5, 2023. The prepayment penalty of 2% on additional early prepayment of principal expires August 3, 2024.
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 $60.0 million of the Company’s common stock with the
counterparties to such exchange.
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 $3.3 million at March 31, 2024, and was recorded within Other liabilities, non-current on the
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 consolidated statement of operations.
The debt discount and debt issuance costs are amortized to interest expense over the term of the Term Loan at an effective
interest rate of 11.9%.
66
The following table presents the net carrying amount of the Term Loan:
March 31, 2024
March 31, 2023
Principal
$
225,000 $
250,000
Unamortized debt discount and issuance costs
(13,106)
(18,007)
Net carrying amount
$
211,894 $
231,993
Interest expense recognized related to the Term Loans was as follows:
Year Ended March 31,
2024
2023
Contractual interest expense
$
27,022 $
17,816
Amortization of debt discount and issuance costs
3,135
2,012
Total Interest expense
$
30,157 $
19,828
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 $60.0 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 consolidated statement of operations.
The Capped Calls were not modified or settled as part of the Exchange Transaction and continued to be classified in
stockholders' equity as long as they continued to meet the conditions for equity classification. These were subsequently unwound
in February 2023.
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. Upon conversion of the 2028 Notes, the Company may elect to satisfy the conversion obligation by
cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s stock.
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).
67
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 4.7%.
The following table presents the net carrying amount of the 2028 Notes:
March 31, 2024
March 31, 2023
Principal
$
201,914 $
201,914
Unamortized debt discount and issuance costs
(4,118)
(5,093)
Net carrying amount
$
197,796 $
196,821
Interest expense recognized related to the 2028 Notes was as follows:
Year Ended March 31,
2024
2023
Contractual interest expense
$
8,065 $
4,027
Amortization of debt discount and issuance costs
974
548
Total interest expense
$
9,039 $
4,575
9. STOCK-BASED COMPENSATION AND STOCKHOLDERS' EQUITY
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 Company reserved
4.1 million shares of the Company's common stock for issuance under this plan. In August 2014, 2016, 2018 and 2019, the 2012
Plan was amended to allow for an additional 6.8 million shares, 4.5 million shares, 16.3 million shares, and 12.0 million shares
reserved for issuance, respectively. The 2012 Plan provided for granting 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 was not permitted to be less than the fair market value on the effective date of the grant. Other types of options
and awards under the 2012 Plan could be granted at any price approved by the administrator. Options, restricted stock, and
restricted stock units generally vest over three or four years and expire ten years after grant. The 2012 Plan expired in June
2022. As of March 31, 2024, there were no shares available for future grants under the 2012 Plan.
2013 New Employee Inducement Incentive Plan
In September 2013, the Company's board of directors approved the 2013 New Employee Inducement Incentive Plan (the "2013
Plan"). The Company reserved 1.0 million shares of the Company's common stock for issuance under this plan. In November
2014, the 2013 Plan was amended to allow for an additional 1.2 million shares reserved for issuance. In July 2015, the 2013
Plan was amended to allow for an additional 1.2 million shares reserved for issuance. In connection with its approval of the
August 2016 amendments to the 2012 Plan, the Company's board of directors has approved the suspension of future grants
under the 2013 Plan, which became effective immediately upon stockholder approval of the proposed 2012 Plan amendments in
68
August 2016. In addition, the 2013 Plan was amended to reduce the number of shares reserved for issuance under the 2013
Plan to the number of shares that were then subject to outstanding awards under the 2013 Plan, leaving no shares available for
future grant. The 2013 Plan provided for granting non-statutory stock options, stock appreciation rights, restricted stock,
restricted stock and performance units, and stock grants solely to newly hired employees as a material inducement to accepting
employment with the Company. Options were granted at market value on the grant date under the 2013 Plan, unless determined
otherwise at the time of grant by the administrator. Grants generally vested over four years and expire ten years after grant.
2017 New Employee Inducement Incentive Plan
In October 2017, the Company's board of directors approved the 2017 New Employee Inducement Incentive Plan (the "2017
Plan"). The Company reserved 1.0 million shares of the Company's common stock for issuance under this plan. In January 2018,
the 2017 Plan was amended to allow for an additional 1.5 million shares to be reserved for issuance. In December 2020, the
2017 Plan was further amended to allow for an additional 1.4 million shares to be reserved for issuance. In February 2022, the
2017 Plan was further amended to allow for an additional 1.5 million shares to be reserved for issuance. In February 2024, the
2017 Plan was further amended to allow for an additional 0.8 million shares to be reserved for issuance. The 2017 Plan provides
for granting non-statutory stock options, stock appreciation rights, restricted stock, and performance units and stock grants solely
to newly hired employees as a material inducement to accepting employment with the Company. Options are granted at market
value on the grant date under the 2017 Plan, unless determined otherwise at the time of grant by the administrator, which
generally will be the compensation committee of the board of directors. Grants generally vest over three years and expire ten
years after grant. As of March 31, 2024, 0.2 million shares remained available for future grants under the 2017 plan.
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 approved 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 defined below) 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 in connection with the
awards’ expiration, termination, cancellation, forfeiture, or repurchase, 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, 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 March 31, 2024, 2.6 million shares remained available for
future grants under the 2022 Plan.
Stock-Based Compensation
The following table presents stock-based compensation expense (in thousands):
Years Ended March 31,
2024
2023
2022
Cost of service revenue
$
4,993 $
9,236 $
8,815
Cost of other revenue
1,918
3,531
4,717
Research and development
24,112
29,581
32,655
Sales and marketing
15,271
24,921
47,202
General and administrative
15,616
22,267
39,942
Total
$
61,910 $
89,536 $
133,331
Stock Options
There were no options exercised in the year ended March 31, 2024. The options cancelled in the years ended March 31, 2024,
2023 and 2022, were 0.3 million, 0.2 million and 31.0 thousand, respectively. The options outstanding as of March 31, 2024,
2023 and 2022, were 0.4 million, 0.7 million and 0.9 million, respectively. The total intrinsic value of options exercised in the
years ended March 31, 2023, and 2022, was $40.0 thousand and $15.3 million, respectively.
As of March 31, 2024, there was no unrecognized compensation cost related to stock options.
The Company did not grant any stock options during fiscal years 2024, 2023, or 2022.
69
Stock Purchase Rights
There were no activities related to stock purchase rights during the years ended March 31, 2024, 2023, and 2022.
As of March 31, 2024, there was no unrecognized compensation cost related to stock purchase rights.
Restricted Stock Units
The following table presents the RSU activity during the years ended March 31, 2024, 2023, and 2022 (shares in thousands):
Number of
Shares
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Contractual
Term (in
Years)
Balance at March 31, 2021
8,646 $
19.27
1.85
Granted
8,333
21.37
Vested and released
(5,146)
19.82
Forfeited
(2,458)
20.85
Balance at March 31, 2022
9,375
20.41
2.11
Granted
13,297
5.71
Vested and released
(5,275)
19.18
Forfeited
(4,404)
12.46
Balance at March 31, 2023
12,993
8.56
1.84
Granted
7,186
3.85
Vested and released
(7,613)
8.87
Forfeited
(2,241)
7.13
Balance at March 31, 2024
10,325 $
5.36
1.75
As of March 31, 2024, there was $38.6 million of total unrecognized compensation cost related to RSUs, which is expected to be
recognized over a weighted average of 1.75 years.
Performance Stock Units
PSUs are issued to a group of executives with vesting that is contingent on a combination of stock performance and continued
service. The PSUs generally vest over periods ranging from one to four years based on Total Shareholder Return ("TSR"), as
measured relative to specified market indices during the period from grant date through vesting date, or on the achievement of
specific pre-established absolute stock price hurdles. For PSU awards that allow for performance above or below target, actual
PSU vesting amounts are based on performance measured against pre-established threshold, target and maximum performance
levels, based either on relative TSR performance or achievement of specific pre-established absolute stock price hurdles. All
PSU awards vest at the end of the respective performance periods for those executives with continued service.
70
The following table presents the PSU activity during the years ended March 31, 2024, 2023, and 2022 (shares in thousands):
Number of Shares
Weighted Average
Grant Date Fair
Value
Weighted Average
Remaining
Contractual Term
(in Years)
Balance at March 31, 2021
1,576
$
27.33
1.24
Granted
497
30.41
Granted for performance achievement(1)
20
30.41
Vested and released
(250)
17.15
Forfeited
(817)
23.45
Balance at March 31, 2022
1,026
35.36
0.89
Granted
853
7.31
Granted for performance achievement(1)
24
7.31
Vested and released
(128)
25.65
Forfeited
(1,151)
28.11
Balance at March 31, 2023
624
11.30
1.45
Granted
2,023
3.25
Forfeited
(116)
21.83
Balance at March 31, 2024
2,531
$
4.38
1.16
(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 $3.7 million as of March 31, 2024, which is expected to be
recognized over a weighted average of 1.16 years.
The PSUs granted were valued for compensation expense purposes at weighted average share price determined by the Monte
Carlo simulations using volatility factors and risk-free rates as follows:
Year Ended March 31,
Value per Weighted
Average Share
Volatility Range
Risk-Free Interest Rate
Range
2024
$
3.25
68.85%
—
68.97%
4.03%
—
4.08%
2023
$
7.05
51.96%
—
69.30%
3.15%
—
4.42%
2022
$
30.98
58.65%
—
59.67%
0.34%
—
0.40%
1996 Employee Stock Purchase Plan
The Company's Amended and Restated 1996 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") was
adopted in June 1996 and became effective upon the closing of the Company's initial public offering in July 1997. In May 2006,
the Company's board of directors approved a ten-year extension of the Employee Stock Purchase Plan. Stockholders approved
the ten-year extension of the Employee Stock Purchase Plan at the 2006 Annual Meeting of Stockholders held September 2006.
The Company's board of directors then approved the Second Amended and Restated 1996 Stock Purchase Plan in May 2017
which (i) eliminated the expiration date of the plan and (ii) approved a ten-year “evergreen provision” which would increase
annually the number of shares available for issuance by up to 0.5 million on the first day of each fiscal year. Stockholders
approved these changes in August 2017. In May 2020, the Company’s board of directors approved the Amended and Restated
1996 Employee Stock Purchase Plan which (i) eliminated the “evergreen provision” and (ii) reserved for issuance 3.0 million
additional shares. At the 2020 Annual Meeting of Stockholders in August 2020, these changes were approved. As a result of
these amendments, the Employee Stock Purchase Plan is effective until terminated by the Company's board of directors. In May
2022, the Company's board of directors approved amendments to the Employee Stock Purchase Plan, including an amendment
that reserved for issuance of an additional 3.6 million shares, which were approved by the stockholders in July 2022 at the 2022
Annual Meeting. During fiscal 2024, 2023 and 2022, approximately 1.9 million, 1.1 million, and 0.7 million shares, respectively,
were issued under the Amended and Restated Employee Stock Purchase Plan.
71
The Employee Stock Purchase Plan permits eligible employees to purchase common stock through payroll deductions at a price
equal to 85% of the fair market value of the common stock at the beginning of each one-year offering period or the end of each
six-month purchase period, whichever is lower. When the Employee Stock Purchase Plan was reinstated in fiscal 2005, the
offering period was reduced from two years to one year. Commencing with the purchase period beginning in August 2020, the
contribution amount may not exceed 20% of an employee's base compensation, including commissions and standard incentive
cash bonuses, but not including non-standard bonuses and overtime wages. Prior to the August 2020 purchase period, the
contribution amount was limited to 10% of an employee's base compensation, including commissions, but not including bonuses
and overtime wages. In the event of a merger of the Company with or into another corporation or the sale of all or substantially
all of the assets of the Company, the Employee Stock Purchase Plan provides that a new exercise date will be set for each
purchase right under the plan which exercise date will occur before the date of the merger or asset sale.
As of March 31, 2024, there was approximately $2.5 million of unrecognized compensation cost related to employee stock
purchases. This cost is expected to be recognized over a weighted average period of 0.4 years.
The estimated fair value of stock purchase rights granted under the Employee Stock Purchase Plan was estimated using the
Black-Scholes pricing model with the following weighted-average assumptions:
Years Ended March 31,
2024
2023
2022
Expected volatility
75%
72%
45%
Expected dividend yield
—
—
—
Risk-free interest rate
5.26%
3.30%
0.57%
Weighted average expected term
0.8 years
0.8 years
0.8 years
Weighted average fair value of rights granted
$1.31
$2.09
$5.81
Stock Repurchases
In May 2017, the Company's board of directors authorized the Company to purchase $25.0 million of its common stock from time
to time under the 2017 Repurchase Plan (the "Repurchase Plan"). The Repurchase Plan expires when the maximum purchase
amount is reached, or upon the earlier revocation or termination by the Company's board of directors. The remaining amount
available under the Repurchase Plan as of March 31, 2024 was approximately $7.1 million.
In December 2021, in a private placement, the Company's board of directors authorized the Company to repurchase
approximately $45.0 million of its common stock from certain qualified investors in connection with the issuance of $137.5 million
in additional aggregate principal amount of the 2024 Notes.
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 $60.0 million, in connection with the Exchange Transaction and negotiation of the
Term Loan, as further described in Note 8, Convertible Senior Notes and Term Loan.
10. INCOME TAXES
For the years ended March 31, 2024, 2023, and 2022, the Company recorded a provision (benefit) for income taxes of $3.6
million, $2.8 million, and $(0.4) million, respectively. The components of the consolidated provision for income taxes for fiscal
2024, 2023, and 2022 consisted of the following:
March 31,
Current:
2024
2023
2022
Federal
$
714 $
423 $
—
State
2,384
1,331
145
Foreign
544
1,053
721
Total current tax provision
3,642
2,807
866
Deferred
Federal
—
—
(984)
State
—
—
(269)
Total deferred tax provision
—
—
(1,253)
Income tax provision (benefit)
$
3,642 $
2,807 $
(387)
The Company's income from continuing operations before income taxes included $2.6 million, $2.7 million, and $12.9 million of
foreign subsidiary income for the years ended March 31, 2024, 2023, and 2022, respectively. The Company is permanently
reinvesting the earnings of its profitable foreign subsidiaries to facilitate expansion of overseas operations. If the Company were
to remit these earnings, the tax impact would be immaterial.
72
For the year ended March 31, 2022, the Company recorded a deferred tax benefit of $1.2 million related to the release of an
existing valuation allowance as a result of change in circumstances caused by the acquisition of Fuze.
Deferred tax assets and (liabilities) were comprised of the following:
March 31,
2024
2023
Deferred tax assets:
Net operating loss carryforwards
$
296,036 $
317,035
Research and development and other credit carryforwards
28,118
29,237
Stock-based compensation
7,540
9,257
Reserves and allowances
17,463
16,050
Operating lease liability
15,456
18,236
Capitalized IRC 174 costs
51,317
31,207
Fixed assets and intangibles
6,435
5,728
Gross deferred tax assets
422,365
426,750
Valuation allowance
(368,408)
(360,274)
Total deferred tax assets
$
53,957 $
66,476
Deferred tax liabilities:
Intangibles
(19,045)
(23,781)
Deferred sales commissions
(26,303)
(30,607)
Operating lease, right-of-use asset
(8,724)
(12,202)
Net deferred taxes
$
(115) $
(114)
The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable
income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers
whether it is more likely than not that all or some portion of deferred tax assets will not be realized. For the year ended March 31,
2024, the Company continues to maintain a full valuation allowance against its deferred tax assets as it considered the
cumulative losses in recent periods to be substantial negative evidence. At March 31, 2024, management determined that a
valuation allowance of approximately $368.4 million was needed, compared with approximately $360.3 million as of March 31,
2023.
At March 31, 2024, the Company had federal net operating loss carryforwards of approximately $1,118.7 million, of which $335.5
million are related to years prior to fiscal 2019 and begin to expire in 2034. The remaining $783.2 million carry forward
indefinitely, but can only be used to apply to 80% of the Company’s taxable income for a given tax year. As of March 31, 2024,
the Company also had state net operating loss carry-forwards of $915.8 million, the majority of which expire at various dates
between 2025 and 2043. The usage of net operating loss carryforwards are subject to certain Internal Revenue Code Section
382 limitations. In addition, at March 31, 2024, the Company had research and development credit carryforwards for federal and
California tax reporting purposes of approximately $16.8 million and $23.4 million, respectively. The federal income tax credit
carryforwards will expire at various dates between 2035 and 2044, while the California income tax credits will carry forward
indefinitely. A reconciliation of the Company's provision (benefit) for income taxes to the amounts computed using the statutory
United States federal income tax rate is as follows:
Years Ended March 31,
2024
2023
2022
Tax benefit at statutory rate
$
(13,429) $
(15,075) $
(36,909)
State income taxes before valuation allowance, net of federal effect
(2,821)
(3,088)
(7,754)
Foreign tax rate differential
(8)
492
(2,056)
Research and development credits
714
(2,513)
(3,362)
Change in valuation allowance
7,908
(1,708)
49,620
Compensation/option differences
8,449
16,858
(6,788)
Non-deductible compensation
2,612
4,397
7,606
Other
217
3,444
(744)
Total income tax provision (benefit)
$
3,642 $
2,807 $
(387)
For the years ended March 31, 2024, 2023, and 2022, the statutory federal rate was 21%.
73
The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be
sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based
on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. A reconciliation of the
beginning and ending amount of unrecognized tax benefits is as follows:
Years ended March 31,
2024
2023
2022
Balance at beginning of year
$
10,113 $
9,850 $
7,053
Gross increases - tax positions in prior period
1,457
163
1,918
Gross increases - tax positions related to the current year
431
158
951
Gross decreases - tax positions in prior period
(337)
—
—
Settlements
(287)
—
(63)
Lapse of statute of limitations
(512)
(34)
(19)
Currency
(54)
(24)
10
Balance at end of year
$
10,811 $
10,113 $
9,850
At March 31, 2024, the Company had unrecognized tax benefits of $10.8 million, all of which, if recognized, would favorably
affect the Company's effective tax rate. The Company does not expect its unrecognized tax benefits to change significantly over
the next 12 months.
The Company's policy for recording interest and penalties associated with tax examinations is to record such items as a
component of operating expense income before taxes. For the year ended March 31, 2024 and 2023, the Company recognized
$0.2 million and $0.1 million, respectively, in penalty and interest related to unrecognized tax benefits.
Utilization of the Company's net operating loss and tax credit carryforwards can become subject to a substantial annual limitation
due to the ownership change limitations provided by Section 382 of the Internal Revenue Code and similar state provisions.
Such an annual limitation could result in the expiration or elimination of the net operating loss and tax credit carryforwards before
utilization. The Company has performed an analysis of its changes in ownership under Section 382 of the Internal Revenue
Code as well as with respect to the net operating loss and tax credit carryforwards inherited as part of the Fuze acquisition. The
Company currently expects the Section 382 limitation to apply with respect to the Fuze carryforwards and limit the Company’s
ability to fully utilize the Fuze net operating loss carryforwards, prior to their expiration.
The Company files United States federal and state income tax returns in jurisdictions with varying statutes of limitations. Due to
the Company’s net operating loss and tax credit carryforwards, the fiscal years 2003 and forward generally remain subject to
examination by federal and most state tax authorities.
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 (in thousands, except per share data):
For the years ended March 31,
2024
2023
2022
Net loss
$
(67,592) $
(73,143) $
(175,383)
Weighted average common shares outstanding - basic and diluted
121,106
115,959
113,354
Net loss per share - basic and diluted
$
(0.56) $
(0.63) $
(1.55)
As the Company was in a loss position for all periods presented, basic net loss per share is equivalent to diluted net loss per
share for all periods, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The
following potentially weighted-average common shares were excluded from the calculation of diluted earnings per share because
their inclusion would have been anti-dilutive (shares in thousands):
For the years ended March 31,
2024
2023
2022
Stock options
497
685
867
Restricted stock units and Performance stock units
7,396
13,617
10,401
Potential shares attributable to the ESPP
1,446
1,261
761
Warrants to purchase common stock
—
3,100
—
Total anti-dilutive shares
9,339
18,663
12,029
74
12. GEOGRAPHICAL INFORMATION
The following tables set forth the geographic information for each period (in thousands):
Years Ended March 31,
2024
2023
2022
United States
$
507,507 $
536,678 $
443,118
United Kingdom
121,920
107,585
91,192
Other International
99,278
99,675
103,820
Total revenue
$
728,705 $
743,938 $
638,130
March 31,
2024
2023
United States
$
49,992 $
54,191
International
3,189
3,680
Total property and equipment, net
$
53,181 $
57,871
13. RELATED PARTY TRANSACTIONS
The Company has been doing business with an outside sales and marketing vendor since December 2017, which became a
related party in July 2022 when a member of the Company's board of directors joined the vendor's board of directors. The
Company has a two-year contract with this vendor valued at $1.4 million and paid $0.7 million during fiscal 2024.
75
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over financial reporting.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and 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 March 31, 2024. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of March 31, 2024, our disclosure controls and procedures were effective.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our
management, including our chief executive officer and chief financial officer, we conducted an assessment of the effectiveness of
our internal control over financial reporting based on criteria established in the framework in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our assessment, management has concluded that its internal control over financial reporting was effective as of
March 31, 2024.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Moss Adams LLP, an independent registered public accounting firm, has audited and reported on the consolidated financial
statements of 8x8 and on the effectiveness of our internal control over financial reporting. The report of Moss Adams LLP is
contained in Item 8 of this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1
trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three
months ended March 31, 2024 except as described below:
Sam Wilson, Chief Executive Officer, adopted a Rule 10b5-1 Trading Plan on March 14, 2024 that is intended to satisfy the
affirmative defense of Rule 10b5-1(c) under the Exchange Act. Mr. Wilson's Rule 10b5-1 Trading Plan provides for the potential
sale of up to 29,000 shares of the Company's common stock between June 13, 2024 and June 14, 2025.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
76
PART III
Certain information required by Part III is omitted from this Annual Report on Form 10-K. The Registrant will file its definitive
Proxy Statement for its Annual Meeting of Stockholders pursuant to Regulation 14A of the Exchange Act, not later than 120 days
after the end of the fiscal year covered by this Annual Report, and certain information included in the 2024 Proxy Statement is
incorporated herein by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding our directors and corporate governance will be presented in our definitive proxy statement for our 2024
Annual Meeting of Stockholders to be held on or about August 15, 2024, which information is incorporated into this Annual
Report by reference. However, certain information regarding current executive officers found under the heading "Information
About Our Executive Officers" in Item 1 of Part I hereof is also incorporated by reference in response to this Item 10.
We have adopted a Code of Conduct and Ethics that applies to our principal executive officer, principal financial officer, and all
other employees at 8x8, Inc. This Code of Conduct and Ethics is posted in the corporate governance section of our website at
http://investors.8x8.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment
to, or waiver from, a provision of this Code of Conduct and Ethics by posting such information in the corporate governance
section on our website at http://investors.8x8.com.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to executive compensation will be presented in our definitive proxy statement for our 2024 Annual Meeting of
Stockholders to be held on or about August 15, 2024, which information is incorporated into this Annual Report by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Information relating to securities authorized for issuance under equity compensation plans and other information required to be
provided in response to this item will be presented in our definitive proxy statement for our 2024 Annual Meeting of Stockholders
to be held on or about August 15, 2024, which information is incorporated into this Annual Report by reference. In addition,
descriptions of our equity compensation plans are set forth in Note 9, Stock-Based Compensation and Stockholders' Equity, in
the Notes to Consolidated Financial Statements included in this Annual Report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required to be provided in response to this item will be presented in our definitive proxy statement for our 2024
Annual Meeting of Stockholders to be held on or about August 15, 2024, which information is incorporated into this Annual
Report by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required to be provided in response to this item will be presented in our definitive proxy statement for our 2024
Annual Meeting of Stockholders to be held on or about August 15, 2024, which information is incorporated into this Annual
Report by reference.
77
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statement and Schedules
The financial statements are set forth under Part II, Item 8 of this Form 10-K, as indexed below. Financial statement schedules
have been omitted since they either are not required, not applicable, or the information is otherwise included.
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm
45
Consolidated Balance Sheets
47
Consolidated Statements of Operations
48
Consolidated Statements of Comprehensive Loss
49
Consolidated Statements of Stockholders' Equity
50
Consolidated Statements of Cash Flows
51
Notes to Consolidated Financial Statements
53
78
(b) Exhibits.
The following exhibits are included herein or incorporated herein by reference.
2.1
Agreement and Plan of Merger, dated as of
November 30, 2021, by and among 8x8, Inc., Eagle
Merger Sub, LLC, Fuze, Inc. and Shareholder
Representative Services LLC, as the Seller Agent+
8-K
12/1/2021
2.1
3.1
Restated Certificate of Incorporation of Registrant,
dated August 22, 2012
10-K
5/28/2013
3.1
3.2
Certificate of Amendment to the Restated Certificate
of Incorporation of Registrant, dated as of July 12,
2022.
8-K
7/13/2022
3.1
3.3
Amended and Restated By-Laws of 8x8, Inc.
8-K
7/28/2015
3.2
4.1
Description of Capital Stock
X
4.2
Indenture, dated as of February 19, 2019, between
8x8, Inc. and Wilmington Trust, National Association,
as trustee (including form of Note)
8-K
2/19/2019
4.1
4.3
Indenture, dated as of August 11, 2022, by and
between 8x8 Inc. and Wilmington Trust, National
Association, as trustee.
8-K
8/16/2022
4.1
4.4
Form of 4.00% Convertible Senior Notes due 2028
(included in Exhibit 4.1)
8-K
8/16/2022
4.2
10.1
Form of Indemnification Agreement for Directors and
Certain Officers*
10-Q
7/31/2015
10.3
10.2
Amended and Restated 2017 Executive Change-In-
Control and Severance Policy*
10-Q
8/5/2021
10.1
10.3
8x8, Inc. 2022 Equity Incentive Plan*
S-8
7/15/2022
10.1
10.4
Form of Stock Option Agreement under the 8x8, Inc.
2022 Equity Incentive Plan*
S-8
7/15/2022
10.2
10.5
Form of Notice of Grant of Restricted Stock Unit
Award and Agreement under the 8x8, Inc. 2022
Equity Incentive Plan*
S-8
7/15/2022
10.3
10.6
8x8, Inc. Amended and Restated 2012 Equity
Incentive Plan, effective July 27, 2020*
10-Q
10/29/2020
10.1
10.7
Form of Stock Option Agreement under the 8x8, Inc.
Amended and Restated 2012 Equity Incentive Plan*
S-8
8/28/2012
10.20
10.8
Form of Notice of Grant of Restricted Stock Unit
Award and Agreement under the 8x8, Inc. Amended
and Restated 2012 Equity Incentive Plan*
10-Q
10/29/2020
10.5
10.9
8x8, Inc. Amended and Restated 1996 Employee
Stock Purchase Plan, approved by stockholders on
July 12, 2022*
S-8
7/15/2022
10.4
10.10
8x8, Inc. Amended and Restated 2017 New
Employee Inducement Incentive Plan*
S-8
2/2/2024
10.1
10.11
Form of Stock Option Agreement under the 8x8, Inc.
Amended and Restated 2017 New Employee
Inducement Incentive Plan*
S-8
11/2/2017
10.24
10.12
Form of Notice of Grant of Restricted Stock Unit
Award and Agreement under the 8x8, Inc. Amended
and Restated 2017 New Employee Inducement
Incentive Plan*
S-8
11/2/2017
10.25
10.13
8x8, Inc. 2006 Stock Plan, as amended*
10-K
5/26/2009
10.7
10.14
Form of Stock Option under the 8x8, Inc. 2006 Stock
Plan, as amended*
10-Q
2/7/2007
10.1
10.15
8x8, Inc. Amended and Restated 2013 New
Employee Inducement Incentive Plan*
10-Q
10/29/2020
10.30
Incorporated by Reference
Exhibit
Number
Exhibit Description
Company
Form
Filing Date
Exhibit
Number
Filed
Herewith
79
10.16
Form of Stock Option Agreement under the 8x8, Inc.
Amended and Restated 2013 New Employee
Inducement Incentive Plan*
S-8
9/10/2013
10.24
10.17
Form of Notice of Grant of Restricted Stock Unit
Award and Agreement under the 8x8, Inc. Amended
and Restated 2013 New Employee Inducement
Incentive Plan*
S-8
9/10/2013
10.25
10.18
CEO Promotion Letter, dated May 26, 2023, between
8x8, Inc. and Samuel Wilson*
8-K
05/31/2023
10.1
10.19
CFO Promotion Letter, dated June 5, 2023, between
8x8, Inc. and Kevin Kraus*
8-K
06/06/2023
10.1
10.20
Promotion Letter, dated December 8, 2022, between
8x8, Inc. and Laurence Denny*
10-K
05/25/2023
10.20
10.21
Employment Agreement, dated April 6, 2022,
between 8x8, Inc. and Suzy Seandel*
10-K
05/25/2023
10.21
10.22
8x8, Inc. 2022 Equity Incentive Plan*
S-8
7/15/2022
10.1
10.23
Form of Stock Option Agreement under the 8x8 Inc.
2022 Equity Incentive Plan*
S-8
7/15/2022
10.2
10.24
Form of Notice of Grant of Restricted Stock Unit
Award and Agreement under the 8x8, Inc. 2022
Equity Incentive Plan*
S-8
7/15/2022
10.3
10.25
Form of Exchange Agreement for the 4.00%
Convertible Senior Notes due 2028
8-K
8/4/2022
10.1
10.26
Term Loan Credit Agreement, dated as of August 3,
2022, by and among 8x8, Inc., Wilmington Savings
Fund Society, FSB
8-K
8/4/2022
10.2
10.27
First Amendment to Term Loan Credit Agreement,
dated May 9, 2023, by and among 8x8, Inc.
Wilmington Savings Fund Society, FSB, as
administrative agent, and the lenders party hereto
10-Q
2/1/2024
10.1
10.28
Form of Warrants to Purchase Common Stock
8-K
8/4/2022
10.3
10.29
Services Letter between Eric Salzman and 8x8, Inc.*
X
21.1
Subsidiaries of 8x8, Inc.
X
23.1
Consent of Independent Registered Public
Accounting Firm
X
24.1
Power of Attorney (included in signature page)
X
31.1
Certification of Chief Executive Officer of the
Registrant pursuant to Rule 13a-14
X
31.2
Certification of Chief Financial Officer of the
Registrant pursuant to Rule 13a-14
X
32.1
Certification of 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
X
32.2
Certification of 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
X
97
8x8, Inc. Clawback Policy, effective October 24,
2023*
X
Incorporated by Reference
Exhibit
Number
Exhibit Description
Company
Form
Filing Date
Exhibit
Number
Filed
Herewith
80
101
The following financial statements from the
Company's Annual Report on Form 10-K for the year
ended March 31, 2024, formatted in Inline XBRL: (i)
Consolidated Balance Sheets, (ii) Consolidated
Statements of Operations, (iii) Consolidated
Statements of Comprehensive Loss, (iv)
Consolidated Statements of Stockholders’ Equity, (v)
Consolidated Statements of Cash Flows and (vi)
Notes to Consolidated Financial Statements, tagged
as blocks of text and including detailed tags XBRL
Instance Document
X
104
The cover page from the Company's Annual Report
on Form 10-K for the year ended March 31, 2024,
formatted in Inline XBRL
X
Incorporated by Reference
Exhibit
Number
Exhibit Description
Company
Form
Filing Date
Exhibit
Number
Filed
Herewith
+
Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any
omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
*
Indicates management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
81
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 Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Campbell, State of California, on May 21, 2024.
8X8, INC.
By: /s/ Samuel Wilson
Samuel Wilson
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints David
Sipes and Samuel Wilson and, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or
her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the
following persons in the capacities and on the date indicated:
Signature
Title
Date
/s/ Samuel Wilson
Samuel Wilson
Chief Executive Officer and Director
(Principal Executive Officer)
May 21, 2024
/s/ Kevin Kraus
Kevin Kraus
Chief Financial Officer
(Principal Financial Officer)
May 21, 2024
/s/ Suzy Seandel
Suzy Seandel
Chief Accounting Officer
(Principal Accounting Officer and Duly Authorized
Officer)
May 21, 2024
/s/ Jaswinder Pal Singh
Jaswinder Pal Singh
Chairman and Director
May 21, 2024
/s/ Monique Bonner
Monique Bonner
Director
May 21, 2024
/s/Todd Ford
Todd Ford
Director
May 21, 2024
/s/Alison Gleeson
Alison Gleeson
Director
May 21, 2024
/s/ Elizabeth Theophille
Elizabeth Theophille
Director
May 21, 2024
82
BR282914-0524-10K