United States securities and exchange commission logo
October 31, 2022
Kelly Steckelberg
Chief Financial Officer
Zoom Video Communications, Inc.
55 Almaden Boulevard
6th Floor
San Jose, CA 95113
Re: Zoom Video
Communications, Inc.
Form 10-K for the
Fiscal Year Ended January 31, 2022
Filed March 7, 2022
Form 10-Q for the
Quarterly Period Ended July 31, 2022
Filed August 24,
2022
File No. 001-38865
Dear Kelly Steckelberg:
We have reviewed your October 19, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional comments.
Unless we note otherwise, our references to prior comments are to
comments in our September
28, 2022 letter.
Form 10-Q for the Quarterly Period Ended July 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Business Metrics, page 27
1. We note from your
response to prior comment 5 that you refer to those customers that are
not Enterprise
customers as Online customers and you use similar references in your
earnings call
transcripts. Please revise future filings to include a discussion of this
customer base and
explain how you define an "Online customer." You also state that you
do not have visibility
into whether a single individual signs up for multiple Zoom
accounts under
different e-mail addresses and therefore, you do not intend to disclose the
Kelly Steckelberg
Zoom Video Communications, Inc.
October 31, 2022
Page 2
number of Online customers. Please explain why you cannot disclose the
number of
Online subscriptions with an explanation that certain accounts may be
held by the same
individual.
2. We also not that you intend to disclose average monthly recurring revenue
(MRR)
attrition rates for your Online customers. Please tell us what this rate
represents and how
it is calculated. Also tell us the percentage of Online customer revenue
from monthly,
annual or multi-year subscriptions and explain how each is factored into
the attrition rate
you intend to disclose.
Non-GAAP Financial Measures
Free Cash Flow and Adjusted Free Cash Flow, page 47
3. You state in your response to prior comment 4 that your presentation of
adjusted free cash
flow does not violate the prohibitions in Item 10(e)(1)(ii)(A) of
Regulation S-K.
However, this guidance specifically indicates that the exclusion of
charges or liabilities
that required, or will require, cash settlement, or would have required
cash settlement
absent an ability to settle in another manner, cannot be excluded from
non-GAAP
liquidity measures other than EBIT and EBITDA. As such, please revise to
remove this
adjustment.
You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have any questions.
Sincerely,
FirstName LastNameKelly Steckelberg
Division of
Corporation Finance
Comapany NameZoom Video Communications, Inc.
Office of
Technology
October 31, 2022 Page 2
cc: Jon Avina
FirstName LastName