UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2022
RINGCENTRAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36089 | 94-3322844 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
20 Davis Drive, Belmont, CA 94002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 472-4100
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on |
||
| Class A Common Stock par value $0.0001 | RNG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
The information in Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such a filing, except as shall be expressly set forth by specific reference in such a filing.
On November 9, 2022, RingCentral, Inc. (together with its subsidiaries, the “Company” or “RingCentral”) issued a press release regarding its financial results for its fiscal quarter ended September 30, 2022 (the “Press Release”). The full text of the Press Release is furnished herewith as Exhibit 99.1.
Item 2.05. Costs Associated with Exit or Disposal Activities
On November 7, 2022, the Company’s board of directors approved a reduction in force plan (the “Plan”) as part of broader efforts to align the Company’s cost base with its strategic priorities in the current environment. The Plan is expected to reduce the Company’s full-time employees by approximately 10%. The Company estimates the aggregate restructuring costs associated with the Plan to be approximately $10.0 million to $15.0 million, primarily consisting of severance payments, employee benefits and related costs. The Company expects to incur these charges in the fourth quarter of 2022 and the first quarter of 2023. The Company expects the reduction in force to be substantially complete by the first quarter of 2023, subject to local law and consultation requirements, which may extend the process beyond the first quarter of 2023 in certain countries.
The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of the Plan. The Company intends to exclude the charges associated with the Plan from its non-GAAP financial measures.
Item 2.05 of this Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may relate to, but are not limited to, the number of positions affected by the Plan, and the estimated charges associated with, and the time frame for completion of, the Plan, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology that concern RingCentral’s expectations, strategy, plans or intentions. You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which such performance or results will be achieved, if at all.
Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith beliefs and assumptions as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include the possibility that: there are impediments to our ability to execute the Plan or related initiatives as currently contemplated; the actual charges in implementing the Plan or related initiatives are higher than anticipated; there are changes to the assumptions on which the estimated charges associated with the Plan or related initiatives are based; we are unable to achieve projected cost savings in connection with the Plan or related initiatives; and there are unintended consequences from the Plan or related initiatives that impact our business. Further information on these risks and other factors are set forth in our filings with the Securities and Exchange Commission, including our most recent Quarterly Report on Form 10-Q, and in other filings we make with the Securities and Exchange Commission from time to time. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in Item 2.05 of this Current Report on Form 8-K may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. These factors could cause actual results, performance, or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in Item 2.05 of this Current Report on Form 8-K. Except as required by law, RingCentral does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.
Item 7.01. Regulation FD Disclosure
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such a filing, except as shall be expressly set forth by specific reference in such a filing.
On November 9, 2022, RingCentral issued the Press Release that includes a discussion of the Plan. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit |
Description |
|
| 99.1 | Press Release dated November 9, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 9, 2022
| RINGCENTRAL, INC. |
||
| By: | /s/ Sonalee Parekh |
|
| Name: | Sonalee Parekh | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
RingCentral Announces Third Quarter 2022 Results
Q3’22 results exceed high end of guidance across key metrics, with record operating margin
Raising 2022 operating margin outlook; Reiterating midpoint of 2022 subscriptions revenue guide
Belmont, Calif. – November 9, 2022 – RingCentral, Inc. (NYSE: RNG), a leading provider of global enterprise cloud communications, video meetings, collaboration, and contact center solutions, today announced financial results for the third quarter ended September 30, 2022.
Third Quarter Financial Highlights
| • | Total revenue increased 23% year over year to $509 million. |
| • | Subscriptions revenue increased 25% year over year to $483 million. |
| • | Annualized Exit Monthly Recurring Subscriptions (ARR) increased 25% year over year to $2.05 billion. |
| • | Mid-market and Enterprise ARR increased 29% year over year to $1.25 billion. |
| • | GAAP operating margin of (35.9%), compared to (20.1%) in the prior year. |
| • | Record non-GAAP operating margin of 13.5%, up 300 basis points year over year. |
| • | Net cash provided by operating activities was $42 million and non-GAAP free cash flow was $21 million. |
“Despite a difficult macro environment, we delivered a quarter that has exceeded our guidance across every key metric,” said Vlad Shmunis, RingCentral’s founder, chairman and CEO. “Customers, partners and industry experts continue to recognize RingCentral as the leading cloud communications platform for business voice, messaging, video, and contact center. We intend to leverage and build on these strengths as we are addressing mission critical needs in markets that we believe collectively exceed $100 billion.”
“We achieved our highest ever quarterly non-GAAP operating margin in the third quarter, which rose 300 basis points versus last year to 13.5%,” said Sonalee Parekh, RingCentral’s CFO. “Our top priority is driving efficient growth as we benefit from the inherent operating leverage of being a $2 billion recurring revenue business with top tier gross margins.”
Financial Results for the Third Quarter 2022
| • | Revenue: Total revenue was $509 million for the third quarter of 2022, up from $415 million in the third quarter of 2021, representing 23% growth. Adjusted for constant currency, total revenue rose 24%. Subscriptions revenue of $483 million increased 25% year over year. Adjusted for constant currency, subscriptions revenue rose 27%. |
| • | Operating Income (Loss): GAAP operating loss was ($183) million, compared to ($83) million in the same period last year, primarily driven by a non-cash charge related to our Avaya prepaid commissions balance. Non-GAAP operating income was $69 million, compared to a non-GAAP operating income of $44 million in the same period last year, resulting in a non-GAAP operating margin of 13.5%. |
| • | Adjusted EBITDA: Adjusted EBITDA for the third quarter of 2022 was $87 million, or 17.1% of total revenue, compared to $59 million, or 14.2% of total revenue, for the third quarter of 2021. |
| • | Net Income (Loss) Per Share: GAAP net loss per share was ($2.98), compared to ($1.60) in the same period last year, primarily driven by a non-cash charge related to our Avaya prepaid commissions balance. Diluted non-GAAP net income per share was $0.55, compared to $0.36 per share in the same period last year. The third quarters of 2022 and 2021 reflected an approximately 22.5% non-GAAP tax rate. There were no material cash taxes given our net operating loss carryforwards. |
| • | Cash and Cash Equivalents: Total cash and cash equivalents at the end of the third quarter of 2022 was $305 million. Our cash balance reflects approximately $20 million in cash paid during the third quarter of 2022 for the repurchase of shares under the plan announced in December 2021. At September 30, 2022, approximately $55 million remains available under the plan. |
| • | Recorded a $125 million non-cash charge related to our Avaya prepaid commissions balance. |
Financial Outlook
Full Year 2022 Guidance:
| • | Updating subscriptions revenue range to $1.888 to $1.893 billion, representing annual growth of 27% to 28%; reiterating midpoint of $1.890 billion. |
| • | Updating total revenue range to $1.987 to $1.993 billion. This represents annual growth of 25%. |
| • | GAAP operating margin range of (23.4%) to (23.1%) compared to the prior range of (19.2%) to (18.3%). |
| • | Raising non-GAAP operating margin to 12.4%. This is up from our prior outlook of 12.0%. |
| • | Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards. |
| • | Raising non-GAAP EPS to $1.97 to $1.98 based on 96.5 million fully diluted shares. This is up from our prior range of $1.91 to $1.95 based on 96 to 97 million fully diluted shares. |
| • | Share-based compensation range of $398 to $402 million. As a percent of revenue, this represents approximately 360 basis points of improvement at the midpoint versus last year. |
| • | Amortization of acquired intangibles of $175 million, third-party relocation and other costs of $20 million, acquisition related and other matters of $10 million, and asset write-down charges of $103 million. |
Fourth Quarter 2022 Guidance:
| • | Subscriptions revenue range of $501.5 to $506.5 million, representing year-over-year growth of 19% to 21%. |
| • | Total revenue range of $523.0 to $529.0 million, representing year-over-year growth of 17% to 18%. |
| • | GAAP operating margin range of (13.5%) to (12.5%). |
| • | Non-GAAP operating margin of 14.0%, up 350 basis points versus last year. |
| • | Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards. |
| • | Non-GAAP EPS of $0.59 to $0.60 based on 97.0 to 97.5 million fully diluted shares. |
| • | Share-based compensation range of $96 to $100 million. |
| • | Amortization of acquired intangibles of $44 million. |
Restructuring Plan
The Company’s board of directors approved a reduction in force plan (the “Plan”) as part of broader efforts to align the Company’s cost base with its strategic priorities in the current environment. The Plan is expected to reduce the Company’s full-time employees by approximately 10%. The Company estimates the aggregate restructuring costs associated with the Plan to be approximately $10.0 million to $15.0 million, primarily consisting of severance payments, employee benefits and related costs. The Company expects to incur these charges in the fourth quarter of 2022 and the first quarter of 2023. The Company expects the reduction in force to be substantially complete by the first quarter of 2023, subject to local law and consultation requirements, which may extend the process beyond the first quarter of 2023 in certain countries. Please see our Form 8-K filed today for additional information.
Additional Highlights
| • | Ranked #1 in all four use cases in the 2021 Gartner Critical Capabilities for Unified Communications as a Service (UCaaS), Worldwide Report, updated August 1, 2022. |
| • | Recognized by The Tolly Group as the clear leader across multiple categories that compared RingCentral’s analytics capabilities to those of other Unified Communications as a Service (UCaaS) vendors. |
| • | Released a new enterprise communications report that found 90% of business leaders prefer phone over other communication tools. The survey revealed telephony is as relevant as ever for businesses of all sizes and is a strategic driver of customer experience and top-line revenue. |
| • | Announced advanced and highly differentiated AI-driven video meeting capabilities, along with extended browser support for RingCentral MVP™ and RingCentral Video® customers. These innovations will help customers generate Advanced Meeting Insights and Summaries based on our proprietary AI tools. |
| • | Announced new advanced cloud phone and platform innovations, including new enhancements to Salesforce and HubSpot integrations, as well as bulk number management capabilities. These new innovations will help organizations of all sizes unlock cost-saving efficiencies. |
| • | Comparably found RingCentral employees are amongst the happiest. The company earned top rankings for Happiest Employees, Best Company Compensation, Best Company Perks & Benefits, and Best Work-Life Balance. |
For a reconciliation of our forecasted non-GAAP operating margin, see “Reconciliation of Forecasted Operating Margin GAAP Measures to Non-GAAP Measures.” We have not reconciled our forecasted non-GAAP EPS to its respective forecasted GAAP measure because we do not provide guidance on it. We do not provide guidance on forecasted GAAP EPS because of the inherent uncertainty and complexity involved in forecasting the intercompany remeasurement gain (loss), gain (loss) associated with investments, gain (loss) on early debt conversions, and provision (benefit) from income taxes, which could be significant reconciling items between the non-GAAP and respective GAAP measures. The intercompany remeasurement gain (loss) is affected by the movement in various exchange rates relative to the U.S. Dollar, which is difficult to predict and subject to constant change. We do not provide guidance on gain (loss) associated with investments as it is based on future share prices, which are difficult to predict and subject to inherent uncertainties. We do not provide guidance on gain (loss) on debt early conversions as it is based on future conversion requests, future share prices, and interest rates, which are difficult to predict and are subject to inherent uncertainties. We do not provide guidance on forecasted GAAP tax rates as we do not forecast discrete tax items as they are difficult to predict. The provision (benefit) from income taxes, excluding discrete items, is expected to have an immaterial impact to our GAAP EPS. We utilized a projected long-term tax rate in our computation of the non-GAAP income tax provision. For fiscal 2022, we have determined the projected non-GAAP tax rate to be 22.5%. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort.
Conference Call Details:
| • | What: RingCentral financial results for the third quarter of 2022 and outlook for the fourth quarter and full year of 2022. |
| • | When: Wednesday, November 9, 2022 at 2:00PM PT (5:00PM ET). |
| • | Dial-in: 1-888-349-0093 from the United States; 1-412-317-5201 internationally |
| • | Webcast: RingCentral Q3 2022 Earnings Webcast (live and replay). |
| • | Replay: Following the completion of the call through 11:59 PM ET on November 16, 2022, a telephone replay will be available by dialing 1-844-512-2921 from the United States or 412-317-6671 internationally with recording access code 10171592. |
Investor Presentation Details
An investor presentation providing additional information and analysis can be found at https://ir.ringcentral.com.
About RingCentral
RingCentral, Inc. (NYSE: RNG) is a leading provider of business cloud communications and contact center solutions based on its powerful Message Video Phone™ (MVP®) global platform. More flexible and cost-effective than legacy on-premises PBX and video conferencing systems, RingCentral empowers modern mobile and distributed workforces to communicate, collaborate, and connect via any mode, any device, and any location. RingCentral offers three key products in its portfolio including RingCentral MVP™, a Unified Communications as a Service (UCaaS) platform including team messaging, video meetings, and cloud phone system; RingCentral Video®, the company’s video meetings solution with team messaging that enables Smart Video Meetings™; and RingCentral cloud Contact Center solutions. RingCentral’s open platform integrates with leading third-party business applications and allows customers to customize business workflows easily. RingCentral is headquartered in Belmont, California, and has offices worldwide.
© 2022 RingCentral, Inc. All rights reserved. RingCentral, Message Video Phone, MVP, RingCentral MVP, RingCentral Video, Smart Video Meetings, and the RingCentral logo are trademarks of RingCentral, Inc.
Forward-Looking Statements
This press release contains “forward-looking statements,” including but not limited to, statements regarding our future financial results, our GAAP and non-GAAP guidance, the results of the pace of our innovation and our partner networks, our estimates and expectations regarding third parties, and our ability to execute and lead in the UCaaS digital transformation market, our expectations around the demand for our products and the growth of the markets in which we compete. Forward-looking statements are subject to known and unknown risks and uncertainties, and are based on assumptions that may prove to be incorrect, which could cause actual results to differ materially from those expected or implied by the forward-looking statements. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are: our ability to realize the anticipated benefits of our strategic relationships; our expectations regarding our strategic acquisitions; our ability to grow at our expected rate of growth; our ability to add and retain larger and enterprise customers and enter new geographies and markets; our ability to continue to release, and gain customer acceptance of, new and improved versions of our services, including RingCentral MVP™, and RingCentral Video®; our ability to compete successfully against existing and new competitors; our ability to enter into and maintain relationships with resellers, carriers, channel partners and strategic partners; our ability to successfully and timely integrate, and realize the benefits of any significant acquisition we may make; our ability to manage our expenses and growth; and general market, political, economic, and business conditions, as well as those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our most recent Form 10-Q filed with the Securities and Exchange Commission, and in other filings we make with the Securities and Exchange Commission from time to time.
All forward-looking statements in this press release are based on information available to RingCentral as of the date hereof, and we undertake no obligation to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.
Non-GAAP Financial Measures
Our reported financial results and financial outlook include certain Non-GAAP financial measures, including Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income (loss) from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP net income (loss) per diluted share, Non-GAAP net cash provided by (used in) operating activities, Non-GAAP free cash flow, and constant currency revenue. Non-GAAP subscriptions gross margin is defined as Non-GAAP subscriptions gross profit divided by GAAP subscriptions revenue. Non-GAAP other gross margin is defined as Non-GAAP other gross profit divided by GAAP other revenue. Non-GAAP income (loss) from operations is defined as GAAP income (loss) from operations excluding share-based compensation which includes related employer payroll taxes, amortization of acquired intangibles, third-party relocation and other costs tied to the conflict between Russia and Ukraine; acquisition related and other matters which include transaction costs, restructuring costs, acquisition-related retention payments, changes in the fair value of contingent consideration obligations, certain litigation-related costs; and asset write-down charge. Non-GAAP operating margin is defined as Non-GAAP income (loss) from operations divided by total GAAP revenue. Non-GAAP adjusted EBITDA is defined as GAAP income (loss) from operations excluding share-based compensation which includes related employer payroll taxes, depreciation and amortization, third-party relocation and other costs tied to the conflict between Russia and Ukraine; acquisition related and other matters which include transaction costs, restructuring costs, acquisition-related retention payments, changes in the fair value of contingent consideration obligations, certain litigation-related costs; and asset write-down charges. Non-GAAP net income (loss) is defined as GAAP net income (loss) excluding share-based compensation which includes related employer payroll taxes, amortization of acquired intangibles, third-party relocation and other costs tied to the conflict between Russia and Ukraine, acquisition related and other matters, asset write-down charge, non-cash interest expense associated with amortization of debt discount and issuance costs related to our convertible senior notes, loss (gain) associated with investments, loss (gain) on early extinguishment of debt, intercompany remeasurement gains or losses, and the related income tax effect of these adjustments.
Non-GAAP diluted shares outstanding include the impact on shares used in per share calculations of our outstanding capped call transactions. Our outstanding capped call transactions are anti-dilutive in GAAP earnings per share but are expected to mitigate the dilutive effect of our convertible notes and therefore are included in the calculations of non-GAAP diluted shares outstanding.
Non-GAAP net cash provided by (used in) operating activities is defined as net cash provided by (used in) operating activities plus cash paid for repayments of convertible senior notes attributable to debt discount. Non-GAAP free cash flow is defined as Non-GAAP net cash provided by (used in) operating activities reduced by purchases of property and equipment and capitalized internal-use software. We believe information regarding free cash flow provides useful information to investors in understanding and evaluating the strength of liquidity and available cash.
We have included Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income (loss) from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP net income (loss) per diluted share, Non-GAAP net cash provided by (used in) operating activities, Non-GAAP free cash flow and constant currency revenue in this press release because they are key measures used by us to understand and evaluate our operating performance and trends, to prepare and approve our annual budget, and to develop short and long-term operational plans. In particular, the exclusion of certain expenses and cash flow items in calculating Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income (loss) from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP net income (loss) per diluted share, Non-GAAP net cash provided by (used in) operating activities, and Non-GAAP free cash flow provide useful measure for period-to-period comparisons of our business.
The Company has provided certain revenue related information adjusted for constant currency to provide a framework for assessing how the Company’s underlying business performed excluding the effect of foreign currency rate fluctuations. To present this information, current period results in currencies other than United States dollars are converted into United States dollars at the average exchange rate prevailing for the quarter being compared to for growth rate calculations presented, rather than the actual exchange rates in effect during that period.
Although Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income (loss) from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP net income (loss) per diluted share, Non-GAAP net cash provided by (used in) operating activities, Non-GAAP free cash flow and constant currency revenue are frequently used by investors in their evaluations of companies, these non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered alongside other financial performance measures.
Reconciliations of the Company’s non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included in this press release.
Other Measures
Our reported results also include our annualized exit monthly recurring subscriptions, mid-market and enterprise annualized exit monthly recurring subscriptions, enterprise annualized exit monthly recurring subscriptions and net monthly subscriptions dollar retention. We define our annualized exit monthly recurring subscriptions as our monthly recurring subscriptions multiplied by 12. Our monthly recurring subscriptions equal the monthly value of all customer recurring charges contracted at the end of a given month. We believe this metric is a leading indicator of our anticipated subscriptions revenue. We calculate mid-market and enterprise annualized exit monthly recurring subscriptions in the same manner as we calculate our annualized exit monthly recurring subscriptions, except that only customer subscriptions from customers generating $25,000 or more in annual recurring revenue are included. We calculate enterprise annualized exit monthly recurring subscriptions in the same manner as we calculate our annualized exit monthly recurring subscriptions, except that only customer subscriptions from customers generating $100,000 or more in annual recurring revenue are included. We define our Net Monthly Subscription Dollar Retention Rate as (i) one plus (ii) the quotient of Dollar Net Change divided by Average Monthly Recurring Subscriptions. We calculate dollar net change as the quotient of (i) the difference of our monthly recurring subscriptions at the end of a period minus our monthly recurring subscriptions at the beginning of a period minus our monthly recurring subscriptions at the end of the period from new customers we added during the period, (ii) all divided by the number of months in the period. We define our average monthly recurring subscriptions as the average of the monthly recurring subscriptions at the beginning and end of the measurement period.
Investor Relations Contact:
Will Wong, RingCentral
ir@ringcentral.com
Media Contact:
Brett Smith, RingCentral
brett.smith@ringcentral.com
TABLE 1
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
| September 30, 2022 |
December 31, 2021 |
|||||||
| Assets |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 305,383 | $ | 267,162 | ||||
| Accounts receivable, net |
265,986 | 232,842 | ||||||
| Deferred and prepaid sales commission costs |
151,292 | 102,572 | ||||||
| Prepaid expenses and other current assets |
51,939 | 48,165 | ||||||
|
|
|
|
|
|||||
| Total current assets |
774,600 | 650,741 | ||||||
| Property and equipment, net |
182,194 | 166,910 | ||||||
| Operating lease right-of-use assets |
36,902 | 47,294 | ||||||
| Long-term investments |
31,824 | 210,445 | ||||||
| Deferred and prepaid sales commission costs, non-current |
646,466 | 723,448 | ||||||
| Goodwill |
52,572 | 55,490 | ||||||
| Acquired intangibles, net |
584,741 | 716,606 | ||||||
| Other assets |
6,418 | 8,105 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 2,315,717 | $ | 2,579,039 | ||||
|
|
|
|
|
|||||
| Liabilities, Temporary Equity, and Stockholders’ (Deficit) Equity |
||||||||
| Current liabilities |
||||||||
| Accounts payable |
$ | 88,526 | $ | 70,022 | ||||
| Accrued liabilities |
341,256 | 279,798 | ||||||
| Deferred revenue |
209,420 | 176,450 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
639,202 | 526,270 | ||||||
| Convertible senior notes, net |
1,637,293 | 1,398,489 | ||||||
| Operating lease liabilities |
22,348 | 31,812 | ||||||
| Other long-term liabilities |
62,301 | 84,052 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
2,361,144 | 2,040,623 | ||||||
| Temporary equity |
||||||||
| Series A convertible preferred stock |
199,449 | 199,449 | ||||||
| Stockholders’ (deficit) equity |
||||||||
| Common stock |
10 | 9 | ||||||
| Additional paid-in capital |
1,022,909 | 1,086,870 | ||||||
| Accumulated other comprehensive (loss) income |
(17,962 | ) | 644 | |||||
| Accumulated deficit |
(1,249,833 | ) | (748,556 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ (deficit) equity |
$ | (244,876 | ) | $ | 338,967 | |||
|
|
|
|
|
|||||
| Total liabilities, temporary equity and stockholders’ (deficit) equity |
$ | 2,315,717 | $ | 2,579,039 | ||||
|
|
|
|
|
|||||
TABLE 2
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues |
||||||||||||||||
| Subscriptions |
$ | 483,229 | $ | 385,440 | $ | 1,386,140 | $ | 1,061,866 | ||||||||
| Other |
25,803 | 29,189 | 77,444 | 84,392 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
509,032 | 414,629 | 1,463,584 | 1,146,258 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Cost of revenues |
||||||||||||||||
| Subscriptions |
134,372 | 84,229 | 395,083 | 236,719 | ||||||||||||
| Other |
33,102 | 26,220 | 86,055 | 75,634 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total cost of revenues |
167,474 | 110,449 | 481,138 | 312,353 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
341,558 | 304,180 | 982,446 | 833,905 | ||||||||||||
| Operating expenses |
||||||||||||||||
| Research and development |
86,700 | 84,121 | 273,492 | 222,958 | ||||||||||||
| Sales and marketing |
261,914 | 225,111 | 781,767 | 607,758 | ||||||||||||
| General and administrative |
72,261 | 78,083 | 217,810 | 201,716 | ||||||||||||
| Asset write-down charge |
103,242 | — | 103,242 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
524,117 | 387,315 | 1,376,311 | 1,032,432 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss from operations |
(182,559 | ) | (83,135 | ) | (393,865 | ) | (198,527 | ) | ||||||||
| Other income (expense), net |
||||||||||||||||
| Interest expense |
(1,178 | ) | (15,977 | ) | (3,613 | ) | (48,197 | ) | ||||||||
| Other expense |
(100,006 | ) | (47,062 | ) | (194,725 | ) | (9,742 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other expense, net |
(101,184 | ) | (63,039 | ) | (198,338 | ) | (57,939 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss before income taxes |
(283,743 | ) | (146,174 | ) | (592,203 | ) | (256,466 | ) | ||||||||
| Provision for income taxes |
873 | 577 | 2,900 | 1,427 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss |
$ | (284,616 | ) | $ | (146,751 | ) | $ | (595,103 | ) | $ | (257,893 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss per common share |
||||||||||||||||
| Basic and diluted |
$ | (2.98 | ) | $ | (1.60 | ) | $ | (6.26 | ) | $ | (2.83 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted-average number of shares used in computing net loss per share |
||||||||||||||||
| Basic and diluted |
95,575 | 91,811 | 95,097 | 91,213 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
TABLE 3
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| Nine Months Ended September 30, |
||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities |
||||||||
| Net loss |
$ | (595,103 | ) | $ | (257,893 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
184,166 | 78,223 | ||||||
| Share-based compensation |
293,777 | 254,749 | ||||||
| Unrealized loss on investments |
176,218 | 14,346 | ||||||
| Asset write-down charge |
124,904 | — | ||||||
| Amortization of deferred and prepaid sales commission costs |
81,536 | 53,307 | ||||||
| Amortization of debt discount and issuance costs |
3,350 | 47,980 | ||||||
| Loss on early extinguishment of debt |
— | 1,736 | ||||||
| Repayment of convertible senior notes attributable to debt discount |
— | (10,131 | ) | |||||
| Reduction of operating lease right-of-use assets |
14,887 | 13,320 | ||||||
| Provision for bad debt |
7,103 | 5,384 | ||||||
| Other |
3,688 | 1,463 | ||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
(40,247 | ) | (45,476 | ) | ||||
| Deferred and prepaid sales commission costs |
(185,049 | ) | (125,181 | ) | ||||
| Prepaid expenses and other assets |
(689 | ) | 7,849 | |||||
| Accounts payable |
19,384 | (4,472 | ) | |||||
| Accrued and other liabilities |
47,001 | 55,971 | ||||||
| Deferred revenue |
32,970 | 27,176 | ||||||
| Operating lease liabilities |
(15,963 | ) | (13,851 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
151,933 | 104,500 | ||||||
|
|
|
|
|
|||||
| Cash flows from investing activities |
||||||||
| Purchases of property and equipment |
(23,828 | ) | (21,787 | ) | ||||
| Capitalized internal-use software |
(39,638 | ) | (30,932 | ) | ||||
| Proceeds from sale of marketable equity investments |
3,223 | — | ||||||
| Purchases of intangible assets and long-term investments |
(3,990 | ) | (10,463 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(64,233 | ) | (63,182 | ) | ||||
|
|
|
|
|
|||||
| Cash flows from financing activities |
||||||||
| Payments for repurchase or redemption of convertible senior notes |
— | (333,632 | ) | |||||
| Payments for repurchase of common stock |
(45,004 | ) | — | |||||
| Proceeds from issuance of stock in connection with stock plans |
10,892 | 21,738 | ||||||
| Payments for taxes related to net share settlement of equity awards |
(5,180 | ) | (16,995 | ) | ||||
| Payment for contingent consideration |
(1,538 | ) | (3,600 | ) | ||||
| Repayment of financing obligations |
(3,950 | ) | (2,804 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in financing activities |
(44,780 | ) | (335,293 | ) | ||||
|
|
|
|
|
|||||
| Effect of exchange rate changes |
(4,699 | ) | (726 | ) | ||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash |
38,221 | (294,701 | ) | |||||
| Cash, cash equivalents, and restricted cash |
||||||||
| Beginning of period |
267,162 | 639,853 | ||||||
|
|
|
|
|
|||||
| End of period |
$ | 305,383 | $ | 345,152 | ||||
|
|
|
|
|
|||||
TABLE 4
RINGCENTRAL, INC.
RECONCILIATION OF OPERATING INCOME (LOSS)
GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited, in thousands)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues |
||||||||||||||||
| Subscriptions |
$ | 483,229 | $ | 385,440 | $ | 1,386,140 | $ | 1,061,866 | ||||||||
| Other |
25,803 | 29,189 | 77,444 | 84,392 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
509,032 | 414,629 | 1,463,584 | 1,146,258 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Cost of revenues reconciliation |
||||||||||||||||
| GAAP Subscriptions cost of revenues |
134,372 | 84,229 | 395,083 | 236,719 | ||||||||||||
| Share-based compensation |
(6,577 | ) | (6,337 | ) | (20,421 | ) | (16,168 | ) | ||||||||
| Amortization of acquired intangibles |
(42,750 | ) | (10,998 | ) | (128,609 | ) | (32,618 | ) | ||||||||
| Third-party relocation and other costs |
(74 | ) | — | (1,229 | ) | — | ||||||||||
| Acquisition related and other matters |
(96 | ) | — | (252 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP Subscriptions cost of revenues |
84,875 | 66,894 | 244,572 | 187,933 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| GAAP Other cost of revenues |
33,102 | 26,220 | 86,055 | 75,634 | ||||||||||||
| Share-based compensation |
(2,066 | ) | (2,403 | ) | (6,705 | ) | (6,406 | ) | ||||||||
| Amortization of acquired intangibles |
(23 | ) | (4 | ) | (54 | ) | (4 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP Other cost of revenues |
31,013 | 23,813 | 79,296 | 69,224 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit and gross margin reconciliation |
||||||||||||||||
| Non-GAAP Subscriptions |
82.4 | % | 82.6 | % | 82.4 | % | 82.3 | % | ||||||||
| Non-GAAP Other |
(20.2 | )% | 18.4 | % | (2.4 | )% | 18.0 | % | ||||||||
| Non-GAAP Gross profit |
77.2 | % | 78.1 | % | 77.9 | % | 77.6 | % | ||||||||
| Operating expenses reconciliation |
||||||||||||||||
| GAAP Research and development |
86,700 | 84,121 | 273,492 | 222,958 | ||||||||||||
| Share-based compensation |
(22,105 | ) | (25,779 | ) | (70,264 | ) | (62,808 | ) | ||||||||
| Third-party relocation and other costs |
(1,468 | ) | — | (17,560 | ) | — | ||||||||||
| Acquisition related and other matters |
(2,383 | ) | — | (2,722 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP Research and development |
60,744 | 58,342 | 182,946 | 160,150 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As a % of total revenues non-GAAP |
11.9 | % | 14.1 | % | 12.5 | % | 14.0 | % | ||||||||
| GAAP Sales and marketing |
261,914 | 225,111 | 781,767 | 607,758 | ||||||||||||
| Share-based compensation |
(38,139 | ) | (40,986 | ) | (119,749 | ) | (104,371 | ) | ||||||||
| Amortization of acquired intangibles |
(894 | ) | (959 | ) | (2,746 | ) | (2,900 | ) | ||||||||
| Third-party relocation and other costs |
(41 | ) | — | (55 | ) | — | ||||||||||
| Acquisition related and other matters |
(2,096 | ) | — | (3,033 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP Sales and marketing |
220,744 | 183,166 | 656,184 | 500,487 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As a % of total revenues non-GAAP |
43.4 | % | 44.2 | % | 44.8 | % | 43.7 | % | ||||||||
| GAAP General and administrative |
72,261 | 78,083 | 217,810 | 201,716 | ||||||||||||
| Share-based compensation |
(28,096 | ) | (32,510 | ) | (84,509 | ) | (80,455 | ) | ||||||||
| Third-party relocation and other costs |
(93 | ) | — | (1,562 | ) | — | ||||||||||
| Acquisition related and other matters |
(1,077 | ) | (6,705 | ) | (3,635 | ) | (7,642 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP General and administrative |
42,995 | 38,868 | 128,104 | 113,619 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| As a % of total revenues non-GAAP |
8.4 | % | 9.4 | % | 8.8 | % | 9.9 | % | ||||||||
| Income (loss) from operations reconciliation |
||||||||||||||||
| GAAP loss from operations |
(182,559 | ) | (83,135 | ) | (393,865 | ) | (198,527 | ) | ||||||||
| Share-based compensation |
96,983 | 108,015 | 301,648 | 270,208 | ||||||||||||
| Amortization of acquired intangibles |
43,667 | 11,961 | 131,409 | 35,522 | ||||||||||||
| Third-party relocation and other costs |
1,676 | — | 20,406 | — | ||||||||||||
| Acquisition related and other matters |
5,652 | 6,705 | 9,642 | 7,642 | ||||||||||||
| Asset write-down charge |
103,242 | — | 103,242 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP Income from operations |
68,661 | 43,546 | 172,482 | 114,845 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP Operating margin |
13.5 | % | 10.5 | % | 11.8 | % | 10.0 | % | ||||||||
| Depreciation and amortization |
18,298 | 15,538 | 52,757 | 42,701 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP Adjusted EBITDA |
86,959 | 59,084 | 225,239 | 157,546 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As a % of total revenues non-GAAP |
17.1 | % | 14.2 | % | 15.4 | % | 13.7 | % | ||||||||
TABLE 5
RINGCENTRAL, INC.
RECONCILIATION OF NET INCOME (LOSS)
GAAP MEASURES TO NON-GAAP MEASURES
(In thousands, except per share data) (Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net income (loss) reconciliation |
||||||||||||||||
| GAAP net loss |
$ | (284,616 | ) | $ | (146,751 | ) | $ | (595,103 | ) | $ | (257,893 | ) | ||||
| Share-based compensation |
96,983 | 108,015 | 301,648 | 270,208 | ||||||||||||
| Amortization of acquired intangibles |
43,667 | 11,961 | 131,409 | 35,522 | ||||||||||||
| Third-party relocation and other costs |
1,676 | — | 20,406 | — | ||||||||||||
| Acquisition related and other matters |
5,652 | 6,705 | 9,628 | 7,642 | ||||||||||||
| Asset write-down charge |
103,242 | — | 103,242 | — | ||||||||||||
| Amortization of debt discount and issuance costs |
1,118 | 15,898 | 3,350 | 47,980 | ||||||||||||
| Loss associated with investments |
99,835 | 45,660 | 194,080 | 6,201 | ||||||||||||
| Loss on early extinguishment of debt |
— | — | — | 1,736 | ||||||||||||
| Intercompany remeasurement loss |
35 | 699 | 519 | 1,509 | ||||||||||||
| Income tax expense effects |
(14,532 | ) | (9,045 | ) | (35,818 | ) | (24,298 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP net income |
$ | 53,060 | $ | 33,142 | $ | 133,361 | $ | 88,607 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Reconciliation between GAAP and non-GAAP weighted average shares used in computing basic and diluted net income (loss) per common share: |
||||||||||||||||
| Weighted average number of shares used in computing basic net loss per share |
95,575 | 91,811 | 95,097 | 91,213 | ||||||||||||
| Effect of dilutive securities |
927 | 1,314 | 977 | 1,792 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP weighted average shares used in computing non-GAAP diluted net income per share |
96,502 | 93,125 | 96,074 | 93,005 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted net income (loss) per share |
||||||||||||||||
| GAAP net loss per share |
$ | (2.98 | ) | $ | (1.60 | ) | $ | (6.26 | ) | $ | (2.83 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP net income per share |
$ | 0.55 | $ | 0.36 | $ | 1.39 | $ | 0.95 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
TABLE 6
RINGCENTRAL, INC.
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
GAAP MEASURES TO NON-GAAP FREE CASH FLOW MEASURES
(Unaudited, in thousands)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net cash provided by operating activities |
$ | 42,260 | $ | 43,029 | $ | 151,933 | $ | 104,500 | ||||||||
| Repayment of convertible senior notes attributable to debt discount |
— | — | — | 10,131 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP net cash provided by operating activities |
42,260 | 43,029 | 151,933 | 114,631 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Purchases of property and equipment |
(8,339 | ) | (7,402 | ) | (23,828 | ) | (21,787 | ) | ||||||||
| Capitalized internal-use software |
(13,406 | ) | (11,332 | ) | (39,638 | ) | (30,932 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP free cash flow |
$ | 20,515 | $ | 24,295 | $ | 88,467 | $ | 61,912 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
TABLE 7
RINGCENTRAL, INC.
RECONCILIATION OF FORECASTED OPERATING MARGIN
GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited, in millions)
| Q4 2022 | FY 2022 | |||||||||||||||
| Low Range | High Range | Low Range | High Range | |||||||||||||
| GAAP revenues |
523.0 | 529.0 | 1,986.6 | 1,992.6 | ||||||||||||
| GAAP loss from operations |
(70.8 | ) | (65.9 | ) | (464.6 | ) | (459.8 | ) | ||||||||
| GAAP operating margin |
(13.5 | %) | (12.5 | %) | (23.4 | %) | (23.1 | %) | ||||||||
| Share-based compensation |
100.0 | 96.0 | 401.6 | 397.6 | ||||||||||||
| Amortization of acquired intangibles |
44.0 | 44.0 | 175.4 | 175.4 | ||||||||||||
| Third-party relocation and other costs |
— | — | 20.4 | 20.4 | ||||||||||||
| Acquisition related and other matters |
— | — | 9.6 | 9.6 | ||||||||||||
| Asset write-down charge |
— | — | 103.2 | 103.2 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Non-GAAP income from operations |
73.2 | 74.1 | 245.7 | 246.5 | ||||||||||||
| Non-GAAP operating margin |
14.0 | % | 14.0 | % | 12.4 | % | 12.4 | % | ||||||||