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

OVERVIEW

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

Our customers range from small businesses to large enterprises and their users are spread across more than 170 countries. In recent years, we have increased our focus on the mid-market and enterprise customer sectors.

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

Our flagship service is our 8x8 XCaaS platform, which is a unified, cloud-based technology platform that includes a range of enterprise-grade Unified Communications-as-a-Service (UCaaS) and Contact Center-as-a-Service (CCaaS) solutions. Our customers purchase service plans with increasing functionality designated as X1, X2, etc., through X8, based on the specific communication needs and customer engagement profile of each user. Because XCaaS serves as a single integration framework for communications across an organization, customers can reduce costs associated with provisioning and management, increase customization based on use cases, and ensure compliance with security and data privacy requirements on a global scale. XCaaS also includes integrations with more than 50 third party applications, including Microsoft Teams.

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

SUMMARY AND OUTLOOK

In the first quarter of fiscal 2023, our total revenue grew $39.3 million or approximately 26% year-over-year to $187.6 million. Excluding $29.5 million from the Fuze customer base, total revenue increased 7% from the first quarter of 2022.

Annualized Recurring Subscriptions and Usage Revenue (ARR) from strategic mid-market and enterprise customers represented 77% of total ARR and increased 45% compared to the same period in fiscal 2022. ARR associated with Small Business customers declined 7% year-over-year and accounted for 23% of total ARR, compared to 32% of ARR a year ago. We have focused our sales and marketing resources on increasing our enterprise ARR as a long-term strategy due to enterprise customers' longer commitments, higher retention and better efficiency ratios. Enterprise customers are also more likely to need the advanced capabilities of our contact center solutions and realize the advantages of our unified XCaaS platform. See "Key Business Metrics" section below for further discussion on how we define ARR.

At the end of the first quarter of fiscal 2023, enterprise customers accounted for 59% of total ARR and more than 35% of our ARR was derived from customers deploying the UCaaS and CCaaS capabilities of our XCaaS platform.

As part of our long-term strategy to increase profitability and cash flow, we continue to focus on reducing the cost of delivering our services and improving our operating efficiency, while increasing our revenue and ARR from XCaaS and enterprise customers. Continued innovation to meet the evolving needs of today's workforce is a critical factor attracting and retaining high value enterprise customers. Our acquisition of Fuze, Inc. increased our engineering resources dedicated to innovation on our XCaaS platform.

In fiscal 2023, we remain committed to increasing our investment in research and development compared to fiscal 2022 because we believe innovation drives competitive advantage and is an important variable in achieving sustainable growth. We plan to continue our efforts to reduce our unit costs to improve our gross profit margin as our business scales. Additionally, we plan to reduce our investments in sales and marketing as a percentage of revenue as we focus on driving improved efficiencies in our customer acquisition and sales operations. We expect our focus on reducing unit costs and improving sales and marketing efficiency will result in improved operating margins and increased cash flow from operations. We believe that this approach of balancing increased investment in innovation with improved efficiency in other areas will enable the Company to achieve sustained growth and increasing profitability and cash flow.


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IMPACT OF COVID-19

The full extent of the long-term impact of the COVID-19 pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including those set forth under the section entitled "Risk Factors" in the Form 10-K. In an effort to contain COVID-19 or slow its spread, governments around the world have previously enacted various measures, including orders to close non-essential businesses, isolate residents to their homes, and practice social distancing. To protect the health and safety of our employees, our workforce continues to spend significant time working from home and travel has been curtailed for our employees as well as our customers. While we anticipate that the global health crisis caused by COVID-19 and the measures enacted to slow its spread will continue to negatively impact business activity across the globe, it is not clear what its full potential effects will be on our business, including the effects on our customers, suppliers or vendors, or on our financial results.

KEY BUSINESS METRICS

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

Annualized Recurring Subscriptions and Usage Revenue

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

COMPONENTS OF RESULTS OF OPERATIONS

Service Revenue

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

Other Revenue

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

Cost of Service Revenue

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

Cost of Other Revenue

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

Research and Development

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



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Sales and Marketing

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

General and Administrative

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

Other Expense, Net

Other expense, net, consists primarily of interest expense related to the convertible notes, offset by income earned on our cash, cash equivalents, investments, and foreign exchange gains/losses.

(Benefit from) Provision for Income Taxes

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

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto. Our results of operations for the first quarter for fiscal 2023, and the discussion below, includes Fuze, Inc.'s results of operations, while the results of operations for our first quarter of fiscal 2022 did not include Fuze, Inc.'s results of operations, since it was acquired on January 18, 2022.



(Dollars in thousands)

Revenue

Service revenue

                                      Three Months Ended June 30,
                                    2022                      2021                Change
Service revenue               $     179,161               $ 137,796       $ 41,365        30.0  %
Percentage of total revenue            95.5   %                92.9  %

Service revenue increased for the three months ended as of June 30, 2022, as compared to the three months ended as of June 30, 2021, primarily due to a net increase in our installed base of mid-market and enterprise customers, expanded deployments by existing customers, growth in related telecom usage by our customers, and our acquisition of Fuze, Inc., which contributed approximately $29.3 million in service revenue for the three months ended June 30, 2022. During the three months ended June 30, 2022, we also recorded an out of period adjustment of $2.1 million related to a contract with one customer which was deferred in previous years. The increase in service revenue reflected increased sales of our UCaaS and CCaaS solutions, increased adoption of our XCaaS integrated communication and collaboration platform, and growth in sales of our UCaaS direct routing solution for Microsoft Teams users. The increase in service revenue from these sources was partially offset by a decrease in usage revenue generated by our CPaaS products, primarily in the Asia-Pacific region.

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

Other revenue


                                      Three Months Ended June 30,
                                    2022                       2021                Change
Other revenue                 $      8,459                  $ 10,531       $ (2,072)      (19.7) %
Percentage of total revenue            4.5   %                   7.1  %


Other revenue decreased for the three months ended as of June 30, 2022 as compared to the three months ended as of June 30, 2021, due to a decrease in product revenue due to current supply chain issues for hardware and a decrease in professional services revenue.

No single customer represented more than 10% of our total revenues for the three months ended as of June 30, 2022 or the three months ended as of June 30, 2021.



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Cost of Revenue

Cost of service revenue

                                      Three Months Ended June 30,
                                          2022                2021                Change
Cost of service revenue          $               53,547    $ 46,010       $ 7,537        16.4  %
Percentage of service revenue                   29.9  %        33.4  %


Cost of service revenue increased for the three months ended as of June 30, 2022 as compared to the three months ended as of June 30, 2021, due to an increase in sales of our services, resulting in an increase of $9.1 million in communication infrastructure costs incurred to deliver our services, including those in connection with CPaaS, a $1.8 million increase in employee and consulting related costs, and a $1.0 million increase in depreciation and amortization of intangibles costs. These increases were partially offset by a $4.3 million decrease in stock-based compensation and amortization of intangibles.

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



Cost of other revenue
                                   Three Months Ended June 30,
                                       2022                2021               Change
Cost of other revenue         $               13,126    $ 13,746       $ (620)       (4.5) %
Percentage of other revenue                 155.2  %       130.5  %


Cost of other revenue decreased for the three months ended as of June 30, 2022
as compared to the three months ended as of June 30, 2021, primarily due to
decreased product costs associated with lower product shipments, partially
offset by an increase in personnel and related costs to deliver our professional
services.


Operating Expenses

Research and development
                                   Three Months Ended June 30,
                                       2022                2021                Change
Research and development      $               34,955    $ 25,392       $ 9,563        37.7  %
Percentage of total revenue                  18.6  %        17.1  %

Research and development expenses increased for the three months ended as of June 30, 2022 as compared to the three months ended as of June 30, 2021 primarily due to a $4.5 million increase in personnel-related and consulting costs, a $3.2 million reduction in capitalized internal-use software costs, and a $1.6 million increase in software license and amortization. These increases were partially offset by a $0.5 million decrease in allocated facilities costs. Research and development as a percentage of revenue increased for the three months ended as of June 30, 2022 as compared to the three months ended as of June 30, 2021 primarily due to increased investment in developing our XCaaS platform, and the acquisition of Fuze, Inc., which increased engineering personnel.

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



Sales and marketing
                                   Three Months Ended June 30,
                                       2022                2021                Change
Sales and marketing           $               83,527    $ 75,915       $ 7,612        10.0  %
Percentage of total revenue                  44.5  %        51.2  %


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Table of Contents Sales and marketing expenses increased for the three months ended as of June 30, 2022 as compared to the three months ended as of June 30, 2021, primarily due to a $8.6 million increase in channel commissions, a $2.9 million increase in amortization of intangibles, and a $1.0 million increase in amortization of deferred sales commission costs. These increases were partially offset by a decrease of $6.4 million in personnel-related and consulting expenditures, including a $6.2 million decrease in stock-based compensation expense. Sales and marketing decreased as a percentage of revenue for the three months ended as of June 30, 2022 as compared to the three months ended as of June 30, 2021 as a result of increased revenue, including revenue from the Fuze, Inc. acquisition.



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

General and administrative

                                   Three Months Ended June 30,
                                       2022                2021                Change
General and administrative    $               29,219    $ 26,091       $ 3,128        12.0  %
Percentage of total revenue                  15.6  %        17.6  %


General and administrative expenses increased for the three months ended as of June 30, 2022 as compared to the three months ended as of June 30, 2021, primarily due to an increase of $1.9 million in legal and regulatory costs and $1.6 million in facilities costs. These increases were partially offset by a $1.1 million decrease in personnel-related and consulting expenditures, including a $2.6 million decrease in stock-based compensation expense. General and administrative as a percentage of revenue decreased for the three months ended as of June 30, 2022 compared to the three months ended as of June 30, 2021 primarily as a result of higher revenue, lower stock based compensation, and increased operational efficiency.

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



Other income (expense), net

                                   Three Months Ended June 30,
                                       2022                2021                Change
Other income (expense), net   $                1,116    $ (4,823)      $ 5,939       123.1  %
Percentage of total revenue                   0.6  %        (3.3) %

Other income (expense), net increased for the three months ended as of June 30, 2022 as compared to 2021 primarily due to a $3.4 million decrease in debt amortization costs as a result of adoption of ASU 2020-06 and $2.8 million related to foreign currency gains year over year.

Provision for income taxes


                                   Three Months Ended June 30,
                                         2022                 2021             Change
Provision for income taxes    $                      405    $ 256       $ 149        58.2  %
Percentage of total revenue                       0.2  %      0.2  %


There was no material change to our provision for income taxes for the three months ended June 30, 2022, and no material changes are currently anticipated for the remainder of fiscal year 2023.

Liquidity and Capital Resources

As of June 30, 2022, we had $143.0 million of cash and cash equivalents and investments, including $1.4 million in restricted cash in support of letters of credit securing leases for office facilities and certain equipment.

We believe that our existing cash, cash equivalents and investment balances and our anticipated cash flows from operations will be sufficient to meet our working capital, expenditure, and contractual obligation requirements for the next 12 months and the foreseeable future, although we expect to refinance our $500 million of convertible senior notes prior to maturity on February 1, 2024. Although we believe we have adequate sources of liquidity for the next 12 months and the foreseeable future, subject to such refinancing, the success of our operations, the global economic outlook, and the pace of sustainable growth in our markets,as well as uncertainty as a result of the COVID-19 pandemic and Russia's invasion of Ukraine, among other factors, could impact our business and liquidity.



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Period-over-Period Changes

Net cash provided by operating activities for the three months ended June 30, 2022 was $5.8 million, as compared to $4.0 million for the three months ended June 30, 2021. Cash used in or provided by operating activities is primarily affected by:

•net income or loss;

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

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

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

For the three months ended June 30, 2022, net cash provided in operating activities was a result of an adjustment to net loss of $56.3 million in non-cash charges, such as stock-based compensation expense of $27.8 million, depreciation and amortization expenses of $14.2 million, amortization of deferred sales commission costs of $9.2 million, and operating lease expenses of $3.1 million. These adjustments for non-cash charges were partially offset by $24.4 million of working capital adjustments driven by $13.8 million in accounts payable and accruals, and $9.2 million in deferred sales commission costs.

Net cash used in investing activities was $5.8 million for the three months ended June 30, 2022, as compared to $11.1 million in the three months ended June 30, 2021. The cash used in investing activities during the three months ended June 30, 2022 primarily related to $2.3 million of internally developed software capitalization, $1.3 million of investments purchased, net of proceeds from sales and maturities of investments, and $1.3 million payout of the cash holdback related to the Fuze, Inc. acquisition.

Net cash provided by financing activities was $0.1 million for the three months ended June 30, 2022, as compared to $3.4 million for the three months ended June 30, 2021. The cash provided by financing activities for the three months ended June 30, 2022 was due to the issuance of common stock of $0.1 million from employee stock purchase plans and employee option exercises.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Our consolidated financial statements are prepared in accordance with U.S. GAAP. Refer to Note 1, The Company and Significant Accounting Policies, in the Notes to Consolidated Financial Statements included in this Quarterly Report, which describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Other than the adoption of ASU 2020-06 as discussed in Note 1, The Company and Significant Accounting Policies, in the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report, there have been no significant changes during the three months ended June 30, 2022 to our critical accounting policies and estimates previously disclosed in the Form 10-K.

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