You should read the following discussion and analysis of our financial condition
and results of operations together with our condensed consolidated financial
statements and accompanying notes that are included elsewhere in this Quarterly
Report on Form 10-Q and our Annual Report on Form 10-K, filed with the SEC on
May 27, 2022. This discussion contains forward-looking statements based upon
current expectations that involve risks and uncertainties, as described under
the heading "Special Note Regarding Forward-Looking Statements" in this
Quarterly Report on Form 10-Q. Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of various
factors, including those set forth under the section titled "Risk Factors" or in
other parts of this Quarterly Report on Form 10-Q. Our historical results are
not necessarily indicative of the results that may be expected for any period in
the future, and our interim results are not necessarily indicative of the
results that may be expected for the full fiscal year or any other period. The
last day of our fiscal year is March 31st. Our fiscal quarters end on June 30th,
September 30th, December 31st, and March 31st. Fiscal 2023, our current fiscal
year, will end on March 31, 2023.

Overview



We are the leading digital platform for U.S. medical professionals, as measured
by the number of U.S. physician members. Our members include more than 80% of
physicians across all 50 states and every medical specialty.

Our mission is to help every physician be more productive and provide better
care for their patients. We are physicians-first, putting technology to work for
doctors instead of the other way around. That guiding principle has enabled
Doximity to become an essential and trusted professional platform for
physicians. Our cloud-based platform provides our members with tools
specifically built for medical professionals, enabling them to collaborate with
their colleagues, securely coordinate patient care, conduct virtual patient
visits, stay up-to-date with the latest medical news and research, monitor their
work schedules, and manage their careers. Doximity membership is free for
physicians. Our revenue-generating customers, primarily pharmaceutical
manufacturers and healthcare systems, have access to a suite of commercial
solutions that benefit from broad physician usage.

At the core of our platform is the largest medical professional network in the
nation, which creates proximity within our community of doctors and hundreds of
thousands of other medical professionals. Verified members can search and
connect with colleagues and specialists, which allows them to better coordinate
patient care and streamline referrals. Our newsfeed addresses the ever
increasing sub-specialization of medical expertise and volume of medical
research by delivering news and information that is relevant to each physician's
clinical practice. We also support physicians in their day-to-day practice of
medicine with mobile-friendly and easy-to-use clinical workflow tools such as
voice and video dialer, secure messaging, and digital faxing.

Our business model has delivered high revenue growth at scale with
profitability. For the three months ended June 30, 2022 and 2021, we recognized
revenue of $90.6 million, and $72.7 million, respectively, representing a
year-over-year growth rate of 25%. For the three months ended June 30, 2022 and
2021, our net income was $22.4 million and $26.3 million and our adjusted EBITDA
was $33.5 million and $31.2 million, respectively. We have accomplished this
while focusing on our core mission to help every physician be more productive
and provide better care for their patients.

Impact of COVID-19



The COVID-19 pandemic has had, and continues to have, a significant impact on
the U.S. economy and the markets in which we operate. Doximity has been
privileged to play an important role in supporting physicians, medical
professionals, and health systems nationwide during this time. Our business has
performed strongly, demonstrating the value and effectiveness of our platform to
both our members and customers. While certain of the COVID-19 pandemic-related
trends underlying our positive performance may not continue after the pandemic
eases, we believe that certain key underlying trends have been accelerated and
will persist long after the pandemic ends.

We continue to closely monitor the impact of the COVID-19 pandemic on all
aspects of our business. While the COVID-19 pandemic has not had a material
adverse impact on our financial condition and results of operations to date, the
extent to which the COVID-19 pandemic or any other pandemic, epidemic, or
infectious diseases will impact our business, results of operations and
financial condition in the future is still unknown and will depend on future
developments, which are highly uncertain and cannot be predicted.

For additional information, see "Risk Factors-Risks Related to Our Business-The
COVID-19 pandemic and any other future pandemic, epidemic, or outbreak of an
infectious disease may adversely affect our business, financial condition, and
results of operations."


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Key Business and Financial Metrics

We monitor a number of key business and financial metrics to assess the health and success of our business, including:



Customers with Trailing 12-Month Subscription Revenue Greater than $100,000. The
number of customers with trailing 12-month ("TTM"), product revenue greater than
$100,000 is calculated by counting the number of customers that contributed more
than $100,000 in subscription revenue in the TTM period. The number of customers
with TTM subscription-based revenue of at least $100,000 is a key indicator of
the scale of our business. Our customer count is subject to adjustments for
acquisitions, consolidations, spin-offs, and other market activity.

The number of customers with at least $100,000 of revenue has grown steadily in
recent years as we have engaged new customers and expanded within existing ones.
This cohort of customers accounted for approximately 87% of our revenue for the
TTM ended June 30, 2022.

                                                              June 30,
                                                          2022         2021

Number of customers with at least $100,000 of revenue 273 1 224




_________________________

1 The metric excludes the impact of the AMiON acquisition, which closed on April
1, 2022, including customers of and subscription revenue generated from the
AMiON on-call scheduling and messaging application and was immaterial to the
periods presented.

Net Revenue Retention Rate. Net revenue retention rate is calculated by taking
the TTM subscription-based revenue from our customers that had revenue in the
prior TTM period and dividing that by the total subscription-based revenue for
the prior TTM period. Our net revenue retention rate compares our subscription
revenue from the same set of customers across comparable periods, and reflects
customer renewals, expansion, contraction, and churn. Our net revenue retention
rate is directly tied to our revenue growth rate and thus fluctuates as that
growth rate fluctuates.

                                    June 30,
                                2022         2021
Net revenue retention rate       139  % 1    167  %


_________________________

1 The metric excludes the impact of the AMiON acquisition, which closed on April
1, 2022, including customers of and subscription revenue generated from the
AMiON on-call scheduling and messaging application and was immaterial to the
periods presented.

Non-GAAP Financial Measures

We use adjusted EBITDA and free cash flow to measure our performance and identify trends, to formulate financial projections, and to make strategic decisions.

Adjusted EBITDA

We define adjusted EBITDA as net income before interest, income taxes, depreciation, and amortization, and as further adjusted for acquisition and other related expenses, stock-based compensation expense, change in fair value of contingent earn-out consideration liability, and other income, net. Net income margin represents net income as a percentage of revenue and adjusted EBITDA margin represents adjusted EBITDA as a percentage of revenue.



Adjusted EBITDA is a key measure we use to assess our financial performance and
is also used for internal planning and forecasting purposes. We believe adjusted
EBITDA is helpful to investors, analysts, and other interested parties because
it can assist in providing a more consistent and comparable overview of our
operations across our historical financial periods.

Adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures and are
presented for supplemental informational purposes only and should not be
considered as alternatives or substitutes to the financial information presented
in accordance with GAAP. These measures have certain limitations in that they do
not include the impact of certain expenses that are reflected in our condensed
consolidated statement of operations that are necessary to run our business.
Other companies, including other companies in our industry, may not use these
measures or may calculate these measures differently than as presented in this
Quarterly Report on Form 10-Q, limiting their usefulness as comparative
measures.


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The following table presents a reconciliation of net income to adjusted EBITDA,
adjusted EBITDA margin, and net income margin (in thousands, except
percentages):

                                                                        Three Months Ended
                                                                             June 30,
                                                                                  2022                2021
                                                                                         (unaudited)
Net income                                                                    $   22,383          $   26,322
Adjusted to exclude the following:
Acquisition and other related expenses                                                30                   -
Stock-based compensation                                                           9,506               5,127
Depreciation and amortization                                                      2,370               1,153

Provision for (benefit from) income taxes                                            103              (1,402)
Change in fair value of contingent earn-out consideration
liability                                                                            (54)                  -
Other income, net                                                                   (804)                (45)
Adjusted EBITDA                                                               $   33,534          $   31,155

Revenue                                                                       $   90,639          $   72,669
Net income margin                                                                     25  %               36  %
Adjusted EBITDA margin                                                                37  %               43  %


Free Cash Flow

Free cash flow is a key performance measure that our management uses to assess
our overall performance. We consider free cash flow to be a liquidity measure
that provides useful information to management and investors about the amount of
cash generated by our business that can be used for strategic opportunities,
including investing in our business, making strategic acquisitions, and
strengthening our financial position.

We calculate free cash flow as cash flow from operating activities less purchases of property and equipment and internal-use software development costs.



Although we believe free cash flow is a useful indicator of business
performance, free cash flow is presented for supplemental informational purposes
only and should not be considered a substitute for financial information
presented in accordance with GAAP. Free cash flow has limitations as an
analytical tool, and it should not be considered in isolation or as a substitute
for analysis of other GAAP financial measures, such as net cash provided by
operating activities. Some of the limitations of free cash flow are that it may
not properly reflect future contractual commitments that have not been realized
in the current period. Our free cash flow may not be comparable to similarly
titled measures of other companies because they may not calculate free cash flow
in the same manner as we calculate the measure, limiting its usefulness as a
comparative measure.

The following table presents a reconciliation of our free cash flow to the most
comparable GAAP measure, net cash provided by operating activities, for each of
the periods indicated (in thousands):

                                                                     Three 

Months Ended June 30,


                                                                      2022                  2021
Net cash provided by operating activities                       $       44,752          $   33,175
Purchases of property and equipment                                       (710)                (41)
Internal-use software development costs                                 (1,415)               (771)
Free cash flow                                                  $       42,627          $   32,363
Other cash flow components:
Net cash used in investing activities                           $      (41,500)         $  (57,423)
Net cash provided by (used in) financing activities             $       

(5,969) $ 552,176

Components of Results of Operations

Revenue



Marketing Solutions. Our customers purchase a subscription to Marketing
Solutions, either directly or through marketing agencies, for the ability to
share tailored content on the Doximity platform via a variety of modules for
defined time periods.


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We generally bill customers a portion of the contract upon contract execution
and then bill throughout the remainder of the contract based on various
time-based milestones. Generally, we bill in advance of revenue recognition and
record unbilled revenue when revenue is recognized in advance of billings.
Unbilled revenue is recorded on the condensed consolidated balance sheets within
prepaid expenses and other current assets. Subscriptions to Marketing Solutions
include the following contractual arrangements:

•Subscriptions for specific modules delivered on a monthly basis to a consistent
number of targeted Doximity members during the subscription period. Pricing is
based on the number and composition of the targeted Doximity members, and on the
specific modules purchased.

•Integrated subscriptions for a fixed subscription fee that are not tied to a
single module, allowing customers to utilize any combination of modules during
the subscription period.

For these subscription-based contractual arrangements, we recognize revenue over time as control of the service is transferred to the customer.



Hiring Solutions. We provide customers access to our platform which enables them
to post job openings or deliver a fixed number of monthly messages to our
network of medical professionals. Hiring Solutions contracts are noncancellable
and customers are billed in annual, quarterly, or monthly installments in
advance of the service period, and revenue is recognized ratably over the
contractual term.

Through our acquisition of Curative Talent, completed in fiscal 2021, we also
generate revenue from temporary and permanent medical recruiting services which
we charge on an hourly-fee, and retainer and placement-fee basis, respectively.
Revenue for temporary placement services is recognized net of third-party
contractor fees. For the three months ended June 30, 2022 and 2021, the revenue
from temporary and permanent medical recruiting services was not significant to
our total revenue.

For a description of our revenue accounting policies, see Note 2-Summary of
Significant Accounting Policies included in Part II, Item 8 of our Annual Report
on Form 10-K for the fiscal year ended March 31, 2022 and filed with the SEC on
May 27, 2022.

Cost of Revenue

Cost of revenue is primarily comprised of expenses related to cloud hosting,
personnel-related expenses for our customer success team, costs for third-party
platform access, software services and contractors, and other services used in
connection with the delivery and support of our platform. Our cost of revenue
also includes the amortization of internal-use software development costs and
deferred contract costs, editorial and other content-related expenses, and
allocated overhead. Cost of revenue is also driven by the growth of our member
network and utilization of our telehealth tools. We intend to continue to invest
additional resources in our cloud infrastructure and our customer support
organizations to support the growth of our business and expect these expenses to
increase on an absolute dollar basis.

Gross Profit and Gross Margin



Gross profit is total revenue less total cost of revenue. Gross margin is gross
profit expressed as a percentage of total revenue. Gross profit and gross margin
has been and will continue to be affected by a number of factors, including the
timing of our acquisition of new customers and sales of additional solutions to
existing customers, the timing and extent of our investments in our operations,
cloud hosting costs, growth in our customer success team, and the timing of
amortization of internal-use software development costs. We expect our gross
margin to remain relatively steady over the near term, although our quarterly
gross margin is expected to fluctuate from period to period depending on the
interplay of these and other factors.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses.


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Research and Development



Research and development expense is primarily comprised of personnel-related
expenses associated with our engineering and product teams who are responsible
for building new products and improving existing products. Research and
development expense also includes costs for third-party services and
contractors, information technology and software-related costs, and allocated
overhead. Other than internal-use software development costs that qualify for
capitalization, research and development costs are expensed as incurred. We
expect research and development expenses will increase on an absolute dollar
basis as we continue to grow our platform and product offerings.

Sales and Marketing



Sales and marketing expense is primarily comprised of personnel-related
expenses, sales incentive compensation, travel, and other event expenses. Sales
and marketing expense also includes costs for third-party services and
contractors, information technology and software-related costs, allocated
overhead, amortization of intangible assets, and change in fair value of
contingent earn-out consideration liability. We capitalize the sales incentive
compensation that are considered to be incremental and recoverable costs of
obtaining a contract with a customer. These sales compensation are amortized
over the period of benefit. We expect sales and marketing expense to increase
and to be our largest expense on an absolute basis.

General and Administrative



General and administrative expense is primarily comprised of personnel-related
expenses associated with our executive, finance, legal, human resources,
information technology, and facilities employees. General and administrative
expense includes fees for third-party legal and accounting services, insurance
expense, information technology and software-related costs, and allocated
overhead. We expect that general and administrative expense will increase on an
absolute dollar basis as we incur compliance costs associated with being a
publicly-traded company, including legal, audit, and consulting fees.

Other Income, Net

Other income, net consists primarily of administrative fees and penalties and interest income earned on our cash equivalents and marketable securities.

Provision for (Benefit from) Income Taxes



Provision for (benefit from) income taxes consists primarily of income taxes in
U.S. federal, state, and local jurisdictions in which we conduct business. We
calculate income taxes in interim periods by applying an estimated annual
effective tax rate to income before income taxes and by calculating the tax
effect of discrete items recognized during the period. Our effective income tax
rate generally differs from the U.S. statutory tax rate of 21.0% primarily due
to U.S. federal and state research and development tax credits, state income
taxes, and stock-based compensation related tax benefits.


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Results of Operations

The following tables set forth our condensed consolidated results of operations data and such data as a percentage of revenue for the periods presented.



                                                       Three Months Ended June 30,
                                                                               2022          2021
                                                                                 (in thousands)
Revenue                                                                     $ 90,639      $ 72,669
Cost of revenue(1)                                                            13,077         7,986
Gross profit                                                                  77,562        64,683
Operating expenses:
Research and development(1)                                                   19,022        13,241
Sales and marketing(1)                                                        28,134        19,371
General and administrative(1)                                                  8,724         7,196
Total operating expenses                                                      55,880        39,808
Income from operations                                                        21,682        24,875

Other income, net                                                                804            45
Income before income taxes                                                    22,486        24,920
Provision for (benefit from) income taxes                                        103        (1,402)
Net income                                                                  $ 22,383      $ 26,322


_______________

(1)Costs and expenses include stock-based compensation expenses as follows:



                                                     Three Months Ended June 30,
                                                                             2022         2021
                                                                               (in thousands)
Cost of revenue                                                            $ 2,122      $   268
Research and development                                                     2,552          970
Sales and marketing                                                          3,074        1,028
General and administrative                                                   1,758        2,861
Total stock-based compensation expense                                     $ 9,506      $ 5,127


                                                                        Three Months Ended June 30,
                                                                                         2022                    2021
                                                                                          (percentages of revenue)
Revenue                                                                                        100  %                100  %
Cost of revenue                                                                                 14                    11
Gross profit                                                                                    86                    89
Operating expenses:
Research and development                                                                        21                    18
Sales and marketing                                                                             31                    27
General and administrative                                                                      10                    10
Total operating expenses                                                                        62                    55
Income from operations                                                                          24                    34

Other income, net                                                                                1                     -
Income before income taxes                                                                      25                    34
Provision for (benefit from) income taxes                                                        -                    (2)
Net income                                                                                      25  %                 36  %



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Comparison of the three months ended June 30, 2022 and 2021.



Revenue

                            Three Months Ended June 30,                       Change
                                                                        2022                 2021           $            %
                                                                             (in thousands, except percentages)
Revenue                                                        $     90,639               $ 72,669      $ 17,970        25  %


Revenue for the three months ended June 30, 2022 increased $18.0 million as
compared to the same period in 2021. The increase was primarily driven by a
$15.3 million increase in subscription revenue. Of the increase in subscription
revenue, $7.4 million was driven by the addition of new subscription customers1
and $7.9 million was due to the expansion of existing customers. The expansion
of existing customers was primarily driven by average revenue per existing
Marketing Solutions customer increasing by 20% as a result of adding new brands
and service lines, growing existing brands and service lines, and upselling
additional modules. Approximately 92% of our revenue for the three months ended
June 30, 2022 was derived from subscription customers. The remaining increase in
revenue was driven by an increase in medical recruiting services.

Cost of revenue, gross profit and gross margin



                                                              Three Months Ended June 30,                     Change
                                                                                                      2022                2021                $                 %
                                                                                                                   (in thousands, except percentages)
Cost of revenue                                                                                  $    13,077           $  7,986          $  5,091                 64  %
Gross profit                                                                                     $    77,562           $ 64,683          $ 12,879                 20  %
Gross margin                                                                                              86   %             89  %


Cost of revenue for the three months ended June 30, 2022 increased $5.1 million
as compared to the same period in 2021. The increase was due to a $1.8 million
increase in personnel-related costs as a result of headcount growth of
approximately 38%, and a $2.1 million increase in expense related to the U.S.
News partnership, of which $1.3 million related to the U.S. News Warrant granted
in October 2021. In addition, there was an increase of $0.4 million in
stock-based compensation expense due to headcount growth and awards granted with
higher weighted-average grant date fair values since the first quarter of the
prior fiscal year.

The gross margin for the three months ended June 30, 2022 decreased primarily
due to headcount growth and expenses related to our U.S. News partnership,
offset by growth in revenues.

Operating Expenses

Research and development

                                                                    Three Months Ended June 30,                     Change
                                                                                                            2022                2021                $                 %
                                                                                                                         (in thousands, except percentages)
Research and development                                                                               $     19,022          $ 13,241          $  5,781                 44  %


Research and development expense for the three months ended June 30, 2022
increased $5.8 million as compared to the same period in 2021. The increase in
research and development expense was primarily driven by a $3.1 million increase
in personnel-related costs as a result of headcount growth of approximately 21%.
The increase was also driven by a $1.6 million increase in stock-based
compensation expense, primarily due to headcount growth and awards granted with
higher weighted-average grant date fair values since the first quarter of the
prior fiscal year. In addition, there was a $1.2 million increase in employee
events and travel-related expenses due to a return to limited in-person events.

1 We define new subscription customers as revenue generating subscription
customers in the current fiscal period who did not contribute any revenue for
the same period in the prior fiscal year. This also includes inorganic revenue
from the acquisition of AMiON, which closed on April 1, 2022.


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Sales and marketing

                                                                  Three Months Ended June 30,                     Change
                                                                                                          2022                2021                $                 %
                                                                                                                       (in thousands, except percentages)
Sales and marketing                                                                                  $     28,134          $ 19,371          $  8,763                 45  %


Sales and marketing expense for the three months ended June 30, 2022 increased
$8.8 million as compared to the same period in 2021. The increase in sales and
marketing expense was a result of the growth in our business, primarily driven
by a $2.8 million increase in personnel-related costs due to headcount growth of
approximately 22%. The increase was also driven by a $2.0 million increase in
stock-based compensation, primarily due to headcount increase and awards granted
with increased weighted-average grant date fair values since the first quarter
of the prior fiscal year. Additionally, there was a $1.1 million increase for
in-person trade shows and conferences, advertising and other marketing expenses,
a $1.0 million increase in employee events and related travel expenses as we
resumed limited in-person events, a $0.8 million increase in amortization
expense related to the intangible assets acquired in connection with the AMiON
acquisition, and a $0.6 million increase in commissions and incentive
compensation driven by an increase in sales activity.


General and administrative

                                                                      Three Months Ended June 30,                     Change
                                                                                                              2022                2021                $                 %
                                                                                                                           (in thousands, except percentages)
General and administrative                                                                               $      8,724          $  7,196          $  1,528                 21  %


General and administrative expense for the three months ended June 30, 2022
increased $1.5 million as compared to the same period in 2021. The increase in
general and administrative expense was primarily driven by a $1.5 million
increase in insurance, accounting, legal, and other services as we incurred
additional expenses as a result of becoming a public company, and a $0.6 million
increase in personnel-related costs due to headcount growth of approximately
33%. In addition, there was a $1.1 million decrease in stock-based compensation,
primarily due to lower expense from certain performance-based awards, offset by
higher expense from headcount growth and awards granted with higher weighted
average grant-date fair value since the first quarter of fiscal 2022.

Other income, net

                                                                Three Months Ended June 30,                      Change
                                                                                                         2022                2021                $                  %
                                                                                                                      (in thousands, except percentages)
Other income, net                                                                                  $         804          $     45          $    759                1687  %

Other income, net for the three months ended June 30, 2022 increased $0.8 million as compared to the same period in 2021, primarily driven by a $0.8 million increase in interest income due to our increased investment in marketable securities.

Provision for (benefit from) income taxes



                                                          Three Months Ended June 30,                    Change
                                                                                                 2022              2021                $                 %
                                                                                                             (in thousands, except percentages)
Provision for (benefit from) income taxes                                                    $     103          $ (1,402)         $  1,505                    NM


___________________

NM: Percentage not meaningful.



For the three months ended June 30, 2022, we had income tax expense of
$0.1 million as compared to an income tax benefit of $1.4 million for the three
months ended June 30, 2021. This change was primarily driven by decreased tax
deductions from stock option activities, offset in part by increased federal and
state research and development tax credits.


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Liquidity and Capital Resources



Since inception, we have financed operations primarily through proceeds received
from sales of equity securities and payments received from our customers. As of
June 30, 2022, our principal sources of liquidity were cash and cash equivalents
and marketable securities of $776.3 million. Our marketable securities consist
of U.S. government and agency securities, corporate notes and bonds, commercial
paper, asset-backed securities, and sovereign bonds.

In June 2021, we completed our IPO, in which we issued and sold 22,505,750 shares of our Class A common stock at $26.00 per share, including 3,495,000 shares issued upon the exercise of the underwriters' option to purchase additional shares. We received proceeds of $548.5 million after deducting underwriting discounts and commissions as well as deferred offering costs.



On May 12, 2022, the Company's board of directors authorized a program to
repurchase up to $70 million of the Company's Class A common stock for a period
of 12 months. During the three months ended June 30, 2022 the Company
repurchased and retired 273,746 shares of Class A common stock for an aggregate
purchase price of $8.9 million. As of June 30, 2022, $61.1 million remained
available and authorized for repurchases.

We believe that our existing cash and cash equivalents and marketable securities will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months.



Our future capital requirements will depend on many factors, including our
revenue growth rate, the timing and the amount of cash received from customers,
the expansion of sales and marketing activities, the timing of share
repurchases, and the timing and extent of spending to support research and
development efforts. Further, we may in the future enter into arrangements to
acquire or invest in businesses and technologies. We may be required to seek
additional equity or debt financing. In the event that additional financing is
required from outside sources, we may not be able to raise it on terms
acceptable to us or at all. If we are unable to raise additional capital when
desired, our business, financial condition, and results of operations could be
adversely affected.

For further details regarding our cash requirements from noncancelable operating
lease obligations and other contractual commitments, see Note 12-Commitments and
Contingencies and Note 13-Leases included in Part I, Item 1 of this Quarterly
Report on Form 10-Q.

Cash Flows

                                                                       Three Months Ended June 30,
                                                                         2022                  2021
                                                                              (in thousands)
Net cash provided by operating activities                          $       44,752          $  33,175
Net cash used in investing activities                              $      (41,500)         $ (57,423)
Net cash provided by (used in) financing activities                $       

(5,969) $ 552,176

Net cash provided by operating activities



Cash provided by operating activities was $44.8 million for the three months
ended June 30, 2022. This consisted of net income of $22.4 million, adjusted for
non-cash items of $16.6 million and a net inflow from operating assets and
liabilities of $5.8 million. Non-cash items primarily consisted of stock-based
compensation expense of $9.5 million, amortization of deferred contract costs of
$2.8 million, depreciation and amortization expense of $2.4 million, and
amortization of the premium on marketable securities of $1.5 million. The net
inflow from operating assets and liabilities was driven by $5.5 million decrease
in accounts receivable due to the timing of collections, a $6.2 million increase
in deferred revenue due to the timing of customer billings and program launches,
and a $1.2 million decrease in prepaid expenses and other assets. These
increases were partially offset by a decrease of $6.1 million in accounts
payable, accrued expenses, and other liabilities, which was primarily a result
of the timing of $6.3 million commissions and rebate liabilities payments,
offset by a $1.2 million increase in employee contributions under the employee
stock purchase plan.

Cash provided by operating activities was $33.2 million for the three months
ended June 30, 2021. This consisted of net income of $26.3 million, adjusted for
non-cash items of $10.0 million and a net outflow from operating assets and
liabilities of $3.1 million. Non-cash items primarily consisted of stock-based
compensation expense of $5.1 million, amortization of deferred contract costs of
$3.2 million, and depreciation and amortization expense of $1.2 million. The net
outflow from operating assets and liabilities was primarily driven by an
increase of $2.9 million in prepaid expenses and other assets due to an increase
in prepaid taxes, a decrease of $2.3 million in accounts payable, accrued
expenses, and other liabilities, which was


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primarily a result of a decrease in accrued commissions, and an increase of $1.5 million in deferred contract costs due to increased sales activity. These decreases were partially offset by a decrease of $4.4 million in accounts receivable due to the timing of collections.

Net cash used in investing activities



Cash used in investing activities was $41.5 million for the three months ended
June 30, 2022, which primarily consisted of $53.5 million paid for the
acquisition of AMiON, $8.9 million of marketable securities purchases, and
$1.4 million for internal-use software development costs, partially offset by
proceeds from the sale of marketable securities of $14.7 million and proceeds
from the maturities of marketable securities of $8.3 million.

Cash used in investing activities was $57.4 million for the three months ended June 30, 2021, which primarily consisted of $67.4 million of marketable securities purchases, partially offset by proceeds from the maturities of marketable securities of $10.8 million.

Net cash provided by (used in) financing activities



Cash used in financing activities was $6.0 million for the three months ended
June 30, 2022, which primarily consisted of common stock repurchases of
$8.9 million, partially offset by $3.0 million of proceeds from the exercise of
stock options and common stock warrants.

Cash provided by financing activities was $552.2 million for the three months
ended June 30, 2021, which primarily consisted of $553.9 million of proceeds
from the issuance of common stock upon our initial public offering after
deducting underwriting fees and commissions, and $2.7 million of proceeds from
the exercise of stock options. These proceeds were partially offset by common
stock repurchases of $2.7 million and $1.8 million in payments for deferred
offering costs.

Off Balance Sheet Arrangements



We did not have during the periods presented, and we do not currently have, any
off-balance sheet financing arrangements or any relationships with
unconsolidated entities or financial partnerships, including entities sometimes
referred to as structured finance or special purpose entities, that were
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates



Our condensed consolidated financial statements and the related notes thereto
included elsewhere in this Quarterly Report on Form 10-Q are prepared in
accordance with GAAP. The preparation of our financial statements also requires
us to make estimates and assumptions that affect the amounts stated in the
condensed consolidated financial statements and accompanying notes. We base our
estimates and judgments on historical experience and on various other
assumptions that we believe are reasonable under the circumstances. Actual
results could differ significantly from the estimates made by management. To the
extent that there are differences between our estimates and actual results, our
future financial statement presentation, financial condition, results of
operations, and cash flows will be affected.

Business Combinations



The results of businesses acquired in business combinations are included in our
condensed consolidated financial statements from the date of the acquisition.
Purchase accounting results in assets and liabilities of an acquired business
being recorded at their estimated fair values on the acquisition date. Any
excess consideration over the fair value of assets acquired and liabilities
assumed is recognized as goodwill. The purchase price allocation process
requires management to make significant judgment and estimates, including the
selection of valuation methodologies, estimates of future expected cash flows,
future revenue growth, margins, customer retention rates, technology life,
royalty rates, expected use of acquired assets, and discount rates. These
factors are also considered in determining the useful life of the acquired
intangible assets. These estimates are based in part on historical experience,
market conditions and information obtained from management of the acquired
companies and are inherently uncertain. We engage the assistance of valuation
specialists in concluding on fair value measurements in connection with
determining fair values of assets acquired and liabilities assumed in business
combinations.


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Contingent earn-out consideration payable in cash arising from business
combinations is recorded at fair value as a liability on the acquisition date
and remeasured at each reporting date. Changes in fair value are recorded in
sales and marketing expenses in the condensed consolidated statements of
operations. Determining the fair value of the contingent earn-out consideration
each period requires management to make assumptions and judgments. These
estimates involve inherent uncertainties, and if different assumptions had been
used, the fair value of contingent consideration could have been materially
different from the amounts recorded. The significant inputs used in the fair
value measurement of the contingent earn-out consideration liability are the
discount rate, and the timing and amounts of the future payments, which are
based upon estimates of future achievement of the performance metrics.

Transaction-related costs incurred by the Company are expensed as incurred and
are included in general and administrative expenses in the Company's condensed
consolidated statements of operations.

There have been no other material changes to our critical accounting policies
and estimates as compared to those described in the section titled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" set
forth in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022
and filed with the SEC on May 27, 2022.

Recent Accounting Pronouncements



Refer to Note 2-Summary of Significant Accounting Policies included in Part I,
Item 1 of this Quarterly Report on Form 10-Q for recently adopted accounting
pronouncements and recently issued accounting pronouncements not yet adopted.

Jumpstart Our Business Startups Act of 2012



We are an emerging growth company, as defined in the JOBS Act. The JOBS Act
provides that an emerging growth company can take advantage of an extended
transition period for complying with new or revised accounting standards. This
provision allows an emerging growth company to delay the adoption of some
accounting standards until those standards would otherwise apply to private
companies. We have elected to use the extended transition period under the JOBS
Act for the adoption of certain accounting standards until the earlier of the
date we (i) are no longer an emerging growth company or (ii) affirmatively and
irrevocably opt out of the extended transition period provided in the JOBS Act.
As a result, our financial statements may not be comparable to companies that
comply with new or revised accounting pronouncements as of public company
effective dates.

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