8x8(EGHT) - 2020 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Presents the company's unaudited financial statements, management's analysis, and disclosures on market risk Item 1. Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements and accompanying notes for the reporting period Condensed Consolidated Balance Sheets | Metric | Dec 31, 2019 (in thousands) | Mar 31, 2019 (in thousands) | | :--- | :--- | :--- | | Total current assets | $302,381 | $397,391 | | Total assets | $732,499 | $546,358 | | Total current liabilities | $121,636 | $74,705 | | Total liabilities | $513,008 | $296,968 | | Total stockholders' equity | $219,491 | $249,390 | - Total assets increased significantly from $546.4 million at March 31, 2019, to $732.5 million at December 31, 2019, primarily driven by increases in property and equipment, operating lease right-of-use assets, intangible assets, and goodwill[19] - Total liabilities also saw a substantial increase from $297.0 million to $513.0 million, mainly due to the recognition of operating lease liabilities and an increase in convertible senior notes[19] Condensed Consolidated Statements of Operations | Metric (in thousands, except per share) | Three Months Ended Dec 31, 2019 | Three Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2018 | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $118,567 | $89,912 | $324,759 | $258,819 | | Loss from operations | $(43,168) | $(24,238) | $(113,665) | $(62,208) | | Net loss | $(47,071) | $(23,771) | $(122,268) | $(60,608) | | Net loss per share (Basic and diluted) | $(0.47) | $(0.25) | $(1.23) | $(0.64) | - Total revenue increased by 31.9% for the three months ended December 31, 2019, and by 25.5% for the nine months ended December 31, 2019, compared to the prior year periods[22] - Net loss significantly widened, more than doubling for both the three-month and nine-month periods ended December 31, 2019, primarily due to increased operating expenses and other expenses[22] Condensed Consolidated Statements of Comprehensive Loss | Metric (in thousands) | Three Months Ended Dec 31, 2019 | Three Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(47,071) | $(23,771) | $(122,268) | $(60,608) | | Foreign currency translation adjustment | $4,587 | $(549) | $682 | $(2,600) | | Comprehensive loss | $(42,496) | $(24,421) | $(121,480) | $(63,048) | - The foreign currency translation adjustment positively impacted comprehensive loss for the three and nine months ended December 31, 2019, partially offsetting the net loss, in contrast to negative adjustments in the prior year[24] Condensed Consolidated Statements of Stockholders' Equity | Metric (in thousands, except shares) | Balance at Mar 31, 2019 | Balance at Dec 31, 2019 | | :--- | :--- | :--- | | Common Shares | 96,119,888 | 100,784,960 | | Additional Paid-in Capital | $506,949 | $598,525 | | Accumulated Deficit | $(250,302) | $(372,570) | | Total Stockholders' Equity | $249,390 | $219,491 | - Stockholders' equity decreased from $249.4 million at March 31, 2019, to $219.5 million at December 31, 2019, primarily due to the accumulated deficit from net losses, despite increases in additional paid-in capital from stock issuances and stock-based compensation[26] - Common shares outstanding increased from 96.1 million to 100.8 million, driven by issuances under stock plans and related to acquisitions[26] Condensed Consolidated Statements of Cash Flows | Metric (in thousands) | Nine Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | $(62,836) | $(6,673) | | Net cash (used in) provided by investing activities | $(84,836) | $4,664 | | Net cash provided by (used in) financing activities | $65,842 | $(1,030) | | Net decrease in cash and cash equivalents, and restricted cash | $(80,872) | $(3,378) | | Cash, cash equivalents, and restricted cash at the end of the period | $203,811 | $36,425 | - Net cash used in operating activities significantly increased to $62.8 million for the nine months ended December 31, 2019, from $6.7 million in the prior year, reflecting increased investments to accelerate revenue growth[35][167] - Investing activities shifted from providing $4.7 million in cash to using $84.8 million, primarily due to the Wavecell acquisition ($58.9 million), property and equipment purchases, and capitalized software development costs[35][168] - Financing activities provided $65.8 million in cash, mainly from the issuance of convertible senior notes ($65.3 million), contrasting with a net use of $1.0 million in the prior year[35][169] Notes to Unaudited Condensed Consolidated Financial Statements 1. DESCRIPTION OF BUSINESS - 8x8, Inc. is a leading cloud provider of enterprise Software-as-a-Service (SaaS) communications solutions, offering unified communications, team collaboration, video conferencing, contact center, data and analytics, and communication APIs from a single proprietary cloud technology platform[38] - Substantially all revenue since fiscal 2004 has been generated from the sale of communications services and related hardware, shifting from its prior business of Voice over Internet Protocol semiconductors[38] 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The Company adopted ASU No. 2016-02 (Leases) effective April 1, 2019, using a modified retrospective approach, resulting in the recognition of approximately $20.0 million in right-of-use assets and $21.4 million in lease liabilities for existing operating leases[48][50] - The adoption of the new lease standard did not materially impact the Company's accumulated deficit as of April 1, 2019[50] - The Company is currently assessing the impact of several recently issued accounting pronouncements, including ASU 2019-02 (Income Taxes), ASU 2019-08 (Stock Compensation), ASU 2018-13 (Fair Value Measurement), ASU 2018-15 (Internal Use Software), and ASU 2016-13 (Credit Losses), which become effective in fiscal years 2021 or 2022[51][52][53][56] 3. REVENUE RECOGNITION - The Company recognizes service revenue from cloud-based subscription services and related usage, products, and professional services using a five-step model, allocating transaction price based on relative standalone selling prices[57][58][63] - Service revenue from subscriptions is recognized ratably over the contractual term, while usage fees are recognized when earned, and professional services revenue is recognized over time as services are rendered[64] | Contract Balance (in thousands) | Dec 31, 2019 | | :--- | :--- | | Accounts receivable, net | $37,384 | | Contract assets - current | $10,507 | | Contract assets - non-current | $8,413 | | Deferred revenue - current | $7,216 | | Deferred revenue - non-current | $1,411 | - Remaining performance obligations for contracts with terms greater than one year totaled approximately $245.0 million as of December 31, 2019, with most revenue expected to be recognized over the next 36 months[74] 4. FAIR VALUE MEASUREMENTS | Asset Category (in thousands) | Amortized Costs (Dec 31, 2019) | Estimated Fair Value (Dec 31, 2019) | | :--- | :--- | :--- | | Cash | $22,722 | $22,722 | | Money market funds | $157,401 | $157,401 | | Treasury securities | $6,498 | $6,511 | | Corporate bonds | $36,181 | $36,274 | | Commercial paper | $8,835 | $8,836 | | Municipal securities | $1,345 | $1,345 | | Agency bonds | $2,099 | $2,114 | | Total assets | $235,081 | $235,203 | - As of December 31, 2019, the estimated fair value of the Company's outstanding convertible senior notes was $362.3 million, classified as Level 2 in the fair value hierarchy[77] - The Company now records certain investments as long-term due to the recent issuance of convertible senior notes and increased cash balances, expecting to hold them for at least 12 months[77] 5. BUSINESS COMBINATIONS - On July 17, 2019, 8x8 acquired Wavecell Pte. Ltd., an Asian-based global CPaaS provider, for approximately $117.1 million, comprising $72.8 million in cash and $44.3 million in common stock[78][79] - The Wavecell acquisition aims to extend 8x8's technology platform with UCaaS, CCaaS, VCaaS, and CPaaS solutions, enhancing its ability to offer integrated communication and API solutions[78] | Acquired Assets/Liabilities (in thousands) | Fair Value (July 17, 2019) | | :--- | :--- | | Cash | $4,473 | | Accounts receivable | $9,438 | | Intangible assets | $21,010 | | Goodwill | $91,060 | | Accounts payable | $(9,548) | | Deferred revenue | $(90) | | Total consideration | $117,130 | - Goodwill of $91.1 million recognized from the Wavecell acquisition is primarily attributed to expected synergies and is not anticipated to be deductible for income tax purposes[81] 6. INTANGIBLE ASSETS AND GOODWILL | Intangible Asset (in thousands) | Net Carrying Amount (Dec 31, 2019) | Net Carrying Amount (Mar 31, 2019) | | :--- | :--- | :--- | | Developed technology | $19,188 | $10,293 | | Customer relationships | $6,304 | $1,387 | | Trade and domain names | $963 | $0 | | Total acquired identifiable intangible assets | $26,455 | $11,680 | | Goodwill (in thousands) | Total | | :--- | :--- | | Balance at Mar 31, 2019 | $39,694 | | Additions due to acquisitions | $91,060 | | Foreign currency translation | $246 | | Balance at Dec 31, 2019 | $131,000 | - Goodwill increased significantly from $39.7 million at March 31, 2019, to $131.0 million at December 31, 2019, primarily due to additions from acquisitions, notably Wavecell[85] 7. RIGHT-OF-USE ASSETS AND LEASES | Lease Metric (in thousands) | Dec 31, 2019 | | :--- | :--- | | Operating lease, right-of-use assets | $77,062 | | Operating lease liabilities, current | $4,320 | | Operating lease liabilities, non-current | $86,187 | | Total operating lease liabilities | $90,507 | - Operating lease expense for the three and nine months ended December 31, 2019, was approximately $4.4 million and $10.7 million, respectively[90] - The Company entered into a new lease for its headquarters in Campbell, California, effective January 1, 2020, which increased operating lease right-of-use assets by $56.8 million and operating lease liabilities by $56.1 million during the second quarter of fiscal 2020[92][94] 8. COMMITMENTS AND CONTINGENCIES - The Company is subject to inquiries from various state and municipal taxing agencies regarding sales, use, telecommunications, excise, and income taxes, and is currently undergoing tax audits in several jurisdictions[95] - As of December 31, 2019, the Company does not have any material provisions for lawsuits, claims, and proceedings, believing it is not probable that a loss has been incurred[97] 9. CONVERTIBLE SENIOR NOTES AND CAPPED CALL - In February 2019, the Company issued $287.5 million in 0.50% convertible senior notes due 2024, and an additional $75 million in November 2019, bringing the total aggregate principal amount to $362.5 million[98][99] | Metric (in thousands) | Dec 31, 2019 | Mar 31, 2019 | | :--- | :--- | :--- | | Principal | $362,500 | $287,500 | | Net carrying amount | $287,465 | $216,035 | | Interest Expense (in thousands) | Three Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2019 | | :--- | :--- | :--- | | Total interest expense | $3,991 | $11,137 | - The Company entered into capped call transactions with an initial strike price of $25.68 per share and cap prices of $39.50 per share, covering approximately 14.1 million shares, to partially offset potential dilution from note conversions[114] 10. STOCK-BASED COMPENSATION | Stock-Based Compensation Expense (in thousands) | Three Months Ended Dec 31, 2019 | Three Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2018 | | :--- | :--- | :--- | :--- | :--- | | Total | $19,317 | $12,535 | $50,305 | $31,575 | - Total stock-based compensation expense increased by 54.1% for the three months and 59.3% for the nine months ended December 31, 2019, compared to the prior year periods[116] - As of December 31, 2019, total unrecognized stock-based compensation expense was $143.6 million, with a weighted-average remaining recognition period of 2.13 years for stock awards[116] - The Company had approximately $7.1 million remaining under its 2017 Repurchase Plan as of December 31, 2019, with no stock repurchases made during the three and nine months ended December 31, 2019[117][119] 11. INCOME TAXES - The Company's effective tax rate was (0.6)% for both the three and nine months ended December 31, 2019, and (0.5)% and (0.6)% for the corresponding prior year periods, respectively[120] - The difference between the effective tax rate and the U.S. federal statutory rate is primarily due to a full valuation allowance maintained against deferred tax assets[120] 12. NET LOSS PER SHARE | Metric (in thousands, except per share) | Three Months Ended Dec 31, 2019 | Three Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2018 | | :--- | :--- | :--- | :--- | :--- | | Net loss available to common stockholders | $(47,071) | $(23,771) | $(122,268) | $(60,608) | | Common shares - basic and diluted | 99,922 | 95,370 | 99,082 | 94,093 | | Net loss per share (Basic and diluted) | $(0.47) | $(0.25) | $(1.23) | $(0.64) | - Net loss per share (basic and diluted) increased to $(0.47) for the three months and $(1.23) for the nine months ended December 31, 2019, from $(0.25) and $(0.64) in the prior year periods, respectively[121] | Anti-dilutive Shares (in thousands) | Three Months Ended Dec 31, 2019 | Three Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2018 | | :--- | :--- | :--- | :--- | :--- | | Stock options | 2,668 | 3,387 | 2,668 | 3,387 | | Stock awards | 9,790 | 8,109 | 9,790 | 8,109 | | Total anti-dilutive shares | 13,195 | 11,496 | 13,195 | 11,496 | 13. GEOGRAPHICAL INFORMATION | Revenue by Geographic Area (in thousands) | Three Months Ended Dec 31, 2019 | Three Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2019 | Nine Months Ended Dec 31, 2018 | | :--- | :--- | :--- | :--- | :--- | | United States | $90,171 | $77,606 | $258,847 | $223,690 | | International | $28,396 | $12,306 | $65,912 | $35,129 | | Total | $118,567 | $89,912 | $324,759 | $258,819 | - International revenue grew significantly by 130.7% for the three months and 87.6% for the nine months ended December 31, 2019, indicating successful geographic expansion[122] | Property and Equipment by Geographic Area (in thousands) | Dec 31, 2019 | Mar 31, 2019 | | :--- | :--- | :--- | | United States | $82,790 | $45,639 | | International | $6,986 | $7,196 | | Total | $89,776 | $52,835 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Provides management's perspective on financial condition, operational results, liquidity, and critical accounting policies BUSINESS OVERVIEW - 8x8 is a leading SaaS provider of cloud communications solutions, including voice, video, chat, contact center, and enterprise-class API solutions, serving customers across over 150 countries[125][126] - The Company has increased its focus on mid-market and enterprise customer sectors, offering subscription-based cloud-based solutions like the 8x8 X Series (UCaaS and CCaaS) and CPaaS offerings from the Wavecell acquisition[126] - 8x8 is migrating legacy customers to its 8x8 X Series product suite, expecting to accelerate this process in fiscal 2020 and 2021 to reduce platform support costs[126] SUMMARY AND OUTLOOK - Cloud communications service revenue for Q3 fiscal 2020 was $113.6 million, reflecting 32.2% year-over-year growth, driven by increased sales to mid-market and enterprise customers[127] - The Company continues to prioritize investments in sales, marketing, and R&D to accelerate revenue growth, capitalizing on the industry shift to cloud-based services, while also focusing on achieving operating efficiencies and profitability[128][130] COMPONENTS OF RESULTS OF OPERATIONS - Service revenue is generated from software service subscriptions, platform usage, and professional services across UCaaS, CCaaS, and CPaaS offerings, with plans for continued growth through sales, marketing, geographic expansion, and strategic acquisitions[131] - Product revenue primarily comes from IP telephone sales, dependent on customer choice between hardware and software-based solutions[132] - Operating expenses (R&D, Sales & Marketing, G&A) are expected to increase in absolute dollars in future periods due to continued investments in growth, despite efforts to improve cost structure and operational efficiencies[136][137][138] - Other (expense) income, net, is primarily influenced by interest expense from convertible notes and income from cash, cash equivalents, and investments[140] - Provision for income taxes mainly consists of state minimum taxes and foreign operations taxes, with a full valuation allowance against U.S. deferred tax assets[141] RESULTS OF OPERATIONS Revenue Performance (in thousands) | Revenue Type | Period | 2019 Amount | 2018 Amount | Dollar Change | Percent Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Service Revenue | 3 Months | $113,566 | $85,911 | $27,655 | 32.2% | | Service Revenue | 9 Months | $310,467 | $245,378 | $65,089 | 26.5% | | Product Revenue | 3 Months | $5,001 | $4,001 | $1,000 | 25.0% | | Product Revenue | 9 Months | $14,292 | $13,441 | $851 | 6.3% | - Service revenue growth was driven by an increase in the business customer subscriber base, higher average service revenue per customer, and contributions from newly acquired products[143] Cost of Revenue Performance (in thousands) | Cost Type | Period | 2019 Amount | 2018 Amount | Dollar Change | Percent Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Cost of Service Revenue | 3 Months | $49,326 | $27,632 | $21,694 | 78.5% | | Cost of Service Revenue | 9 Months | $124,488 | $78,383 | $46,105 | 58.8% | | Cost of Product Revenue | 3 Months | $6,893 | $5,318 | $1,575 | 29.6% | | Cost of Product Revenue | 9 Months | $19,119 | $16,996 | $2,123 | 12.5% | - Cost of service revenue increased faster than revenue growth due to newly acquired CPaaS products, increased overhead allocation, higher personnel costs, and increased amortization of intangibles and capitalized software[148][149] Operating Expenses Performance (in thousands) | Expense Type | Period | 2019 Amount | 2018 Amount | Dollar Change | Percent Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Research and Development | 3 Months | $19,870 | $16,886 | $2,984 | 17.7% | | Research and Development | 9 Months | $57,635 | $43,999 | $13,636 | 31.0% | | Sales and Marketing | 3 Months | $63,099 | $46,276 | $16,823 | 36.4% | | Sales and Marketing | 9 Months | $174,593 | $128,451 | $46,142 | 35.9% | | General and Administrative | 3 Months | $22,547 | $18,038 | $4,509 | 25.0% | | General and Administrative | 9 Months | $62,589 | $53,198 | $9,391 | 17.7% | - Sales and marketing expenses increased significantly due to higher third-party commission expenses, personnel costs, and advertising/marketing investments, partially offset by capitalized commission costs[153][156] Other (Expense) Income, Net (in thousands) | Metric | Period | 2019 Amount | 2018 Amount | Dollar Change | Percent Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Other (expense) income, net | 3 Months | $(3,623) | $579 | $(4,202) | (725.7)% | | Other (expense) income, net | 9 Months | $(7,919) | $1,933 | $(9,852) | (509.7)% | - The shift to net expense in other (expense) income was primarily driven by increased contractual interest expense, amortization of debt discount, and issuance costs related to the convertible senior notes[159] Provision for Income Taxes (in thousands) | Metric | Period | 2019 Amount | 2018 Amount | Dollar Change | | :--- | :--- | :--- | :--- | :--- | | Provision for income taxes | 3 Months | $280 | $112 | $168 | | Provision for income taxes | 9 Months | $684 | $333 | $351 | Liquidity and Capital Resources - As of December 31, 2019, the Company had $235.2 million in cash, cash equivalents, and investments, along with $19.0 million in restricted cash[165] - Net cash used in operating activities for the nine months ended December 31, 2019, was $62.8 million, a significant increase from $6.7 million in the prior year, reflecting investments to accelerate revenue growth[167] - Net cash used in investing activities was $84.8 million, primarily due to the Wavecell acquisition ($58.9 million), purchases of property and equipment, and capitalized software development costs[168] - Net cash provided by financing activities was $65.8 million, mainly from the issuance of convertible senior notes ($65.3 million)[169] Contractual Obligations (in thousands) | Obligation Type | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Senior convertible notes | $362,500 | $0 | $0 | $362,500 | $0 | | Interest on senior convertible notes | $8,156 | $1,813 | $3,625 | $2,718 | $0 | | Operating leases | $121,508 | $8,801 | $28,192 | $23,594 | $60,921 | | Total Contractual Obligations | $492,164 | $10,614 | $31,817 | $388,812 | $60,921 | CRITICAL ACCOUNTING POLICIES & ESTIMATES - The Company's financial statements rely on estimates and judgments, including those related to bad debts, goodwill and intangible asset impairment, capitalized software, deferred commissions, stock-based compensation, operating lease liabilities, and tax liabilities[44][172] - There have been no significant changes to critical accounting policies and estimates during the three and nine months ended December 31, 2019, except for the adoption of ASU 2016-02 (Leases)[173] RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - The Company adopted ASU 2016-02, Leases, effective April 1, 2019, which required the recognition of right-of-use assets and lease liabilities on the balance sheet[48][174] RECENT ACCOUNTING PRONOUNCEMENTS - The Company is currently assessing the impact of several new accounting pronouncements, including those related to income taxes, stock compensation, fair value measurement, internal use software, and credit losses, which are effective in future fiscal years[51][52][53][56][174] Item 3. Quantitative and Qualitative Disclosures About Market Risk Discusses the company's exposure to and management of interest rate and foreign currency exchange risks Interest Rate Fluctuation Risk - The Company's investment activities aim to preserve principal while maximizing income, with a portfolio of cash equivalents and short-duration investments to minimize interest rate risk[174] - The fair market value of the Company's $287.5 million outstanding convertible senior notes is exposed to interest rate risk and fluctuations in its stock price[175] - A hypothetical 10% change in interest rates is not expected to have a material impact on the Company's interest income or expenses[176] Foreign Currency Exchange Risk - The Company faces foreign currency risks from revenue and operating expenses denominated in currencies other than the U.S. dollar, primarily the British Pound[177] - Gains or losses from the translation of foreign-denominated cash, accounts receivable, and intercompany balances impact other comprehensive income[179] - A hypothetical 10% decrease in all foreign currencies against the U.S. dollar would not result in a material foreign currency loss as of December 31, 2019[179] Item 4. Controls and Procedures Details the evaluation and effectiveness of the company's disclosure controls and internal financial reporting procedures Evaluation of Effectiveness of Disclosure Controls and Procedures - As of December 31, 2019, the Company's Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective[182] Limitations on the Effectiveness of Controls - Management acknowledges that no control system can prevent all errors and fraud, providing only reasonable, not absolute, assurance due to inherent limitations and resource constraints[183] Changes in Internal Control over Financial Reporting - There were no changes in internal control over financial reporting during the third quarter of fiscal year 2020 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[184] PART II. OTHER INFORMATION Contains disclosures on legal proceedings, risk factors, equity security sales, and other required information Item 1. Legal Proceedings Reports no material provisions for lawsuits, claims, or other legal proceedings as of the reporting date - The Company does not have any material provisions for lawsuits, claims, and proceedings as of December 31, 2019, believing it is not probable that a loss has been incurred[97][185] Item 1A. Risk Factors Confirms no material changes to previously disclosed risk factors from the company's annual report - No material changes have occurred in the risk factors since the annual report on Form 10-K for fiscal year ended March 31, 2019, and subsequent quarterly reports[186] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Details stock repurchases and the status of the company's share repurchase program Purchases of Equity Securities (October 1, 2019 - December 31, 2019) | Period | Total Number of shares repurchased | Average Price Paid Per Share | | :--- | :--- | :--- | | October 1, 2019 through October 31, 2019 | — | — | | November 1, 2019 through November 30, 2019 | 4,088 | $20.82 | | December 1, 2019 through December 31, 2019 | — | — | - As of December 31, 2019, approximately $7.1 million (or 7,065,978 shares based on the last reported share count) remained available for purchase under the 2017 Repurchase Plan[117][190] Item 3. Defaults Upon Senior Securities States that no defaults upon senior securities occurred during the reporting period - There were no defaults upon senior securities during the period[191] Item 4. Mine Safety Disclosures Indicates that mine safety disclosures are not applicable to the company - There are no mine safety disclosures to report[192] Item 5. Other Information Confirms there is no other material information to report for the period - There is no other information to report[193] Item 6. Exhibits Lists all exhibits filed with the report, including agreements, certifications, and iXBRL data - Key exhibits include the Underwriting Agreement (November 18, 2019), Indenture (February 19, 2019), Form of Capped Call Confirmation (November 21, 2019), and certifications from the Chief Executive Officer and Chief Financial Officer[195] - The report includes financial statements formatted in iXBRL (Inline eXtensible Business Reporting Language) as Exhibit 101[195]