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0001384905false00013849052023-08-072023-08-07

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): August 7, 2023
______________________
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))
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.  ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock RNG New York Stock Exchange
par value $0.0001



Item 2.02. Results of Operations and Financial Condition.
The information in Item 2.02 of this Current Report 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 this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On August 7, 2023, RingCentral, Inc. (the “Company”) issued a press release regarding its financial results for its fiscal quarter ended June 30, 2023. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)     Exhibits
Exhibit
Description
Press release dated August 7, 2023
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.
Dated: August 7, 2023
RINGCENTRAL, INC.
By:
/s/ Sonalee Parekh
Name:
Sonalee Parekh
Title:
Chief Financial Officer

EX-99.1 2 rng-20230630x8kxex991.htm EX-99.1 Document

Exhibit 99.1
rnglogoa.jpg
RingCentral Announces Second Quarter 2023 Results
Q2'23 results exceed high end of guidance across all key metrics
Announces CEO succession


Belmont, Calif. – August 7, 2023 – RingCentral, Inc. (NYSE: RNG), a leading provider of AI-powered global enterprise cloud communications, video meetings, collaboration, and contact center solutions, today announced financial results for the second quarter ended June 30, 2023.
Second Quarter Financial Highlights
•Total revenue increased 11% year over year to $539 million.
•Subscriptions revenue increased 11% year over year to $514 million.
•Annualized Exit Monthly Recurring Subscriptions (ARR) increased 12% year over year to $2.22 billion.
•Mid-market and Enterprise ARR increased 13% year over year to $1.37 billion.
•GAAP operating margin of (8.4%), compared to (22.1%) in the prior year.
•Non-GAAP operating margin of 19.4%, up 800 basis points year-over-year and a quarterly record

“It was another solid quarter, as revenue and operating margin were both above our guidance,” said Vlad Shmunis, RingCentral’s founder, chairman and CEO. “We remain focused on delivering healthy growth and expanding profitability, while also continuing to invest in innovation to bolster our leading position in the cloud communications market.”

“Our focus on profitability and efficiency has allowed us to meaningfully accelerate the attainment of our near term free cash flow goal” said Sonalee Parekh, RingCentral's CFO. “We expect to generate $270 to $290 million of adjusted, unlevered free cash flow in 2023, much earlier than previously anticipated.”
Financial Results for the Second Quarter 2023
•Revenue: Total revenue was $539 million for the second quarter of 2023, up from $487 million in the second quarter of 2022, representing 11% growth. Adjusted for constant currency, total revenue rose 11%. Subscriptions revenue of $514 million increased 11% year over year and accounted for 95% of total revenue. Adjusted for constant currency, subscriptions revenue rose 11%.
•Operating Income (Loss): GAAP operating loss was ($45) million, compared to ($108) million in the same period last year. Non-GAAP operating income was $104 million, or 19.4% of total revenue, compared to $55 million, or 11.3% of total revenue, for the second quarter of 2022.
•Adjusted EBITDA: Adjusted EBITDA for the second quarter of 2023 was $125 million, or 23.2% of total revenue, compared to $73 million, or 14.9% of total revenue, for the second quarter of 2022.
•Net Income (Loss) Per Share: GAAP net loss per share was ($0.23), compared to ($1.68) in the same period last year. Diluted non-GAAP net income per share was $0.83, compared to $0.45 per share in the same period last year. The second quarters of 2023 and 2022 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 second quarter of 2023 was $225 million. This compares to $275 million at the end of the first quarter of 2023. Our cash balance reflects approximately $100 million in cash paid during the second quarter of 2023 for the repurchase of



shares under the plan announced in February 2023, as well as $27 million for the repurchase of our 0% Convertible Senior Notes due 2025.
Financial Outlook
Full Year 2023 Guidance:
•Maintaining subscriptions revenue range of $2.086 to $2.104 billion, representing annual growth of 11%.
•Maintaining total revenue range of $2.187 to $2.205 billion, representing annual growth of 10% to 11%.
•GAAP operating margin range of (8.0%) to (6.3%) versus (7.9%) to (6.6%) previously.
•Raising non-GAAP operating margin range to 18.5% to 19.0%, up from at least 18.5% previously.
•Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards.
•Non-GAAP EPS of $3.11 to $3.25 based on 99.0 million to 98.0 fully diluted shares. This outlook includes our estimate for interest expense, net, as we drew on our term loan facility in May 2023. This compares to $3.19 to $3.25 based on 99.0 million to 98.0 fully diluted shares, which did not include estimated interest expense, net.
•Share-based compensation range of $395 to $415 million.
•Amortization of acquired intangibles of $149 million.
•Third-party relocation and other costs, net, of $5 million.
•Restructuring costs of $9 to $10 million.
Third Quarter 2023 Guidance:
•Subscriptions revenue range of $526 to $530 million, representing year-over-year growth of 9% to 10%.
•Total revenue range of $552 to $556 million, representing year-over-year growth of 8% to 9%.
•GAAP operating margin range of (9.1%) to (7.3%).
•Non-GAAP operating margin of 18.0% to 18.5%.
•Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards.
•Non-GAAP EPS of $0.75 to $0.78 based on 98.5 to 97.5 million fully diluted shares.
•Share-based compensation range of $105 to $110 million.
•Amortization of acquired intangibles of $38 million.
•Restructuring costs of $1 to $2 million.
CEO Succession
RingCentral separately announced a CEO succession under which Tarek Robbiati, a member of the RingCentral Board of Directors since December 2022 and Chief Financial Officer and EVP of Finance and Strategy of Hewlett Packard Enterprise, will succeed Shmunis as CEO, effective August 28, 2023.
Please see our separate press release regarding the succession.
Additional Highlights
•Announced the launch of RingCX, a native, intelligent contact center. RingCX is an easy to deploy and use solution that seamlessly integrates with RingCentral MVP (message, video, phone) for a complete native omnichannel experience.
•Announced the launch of RingSense for Phone. Leveraging generative AI, RingSense for Phone enables organizations to turn their voice conversation data into powerful insights that will enhance productivity and unlock business outcomes. Additionally, the Company announced that it has added new feature enhancements to RingSense for Sales.



•Announced the acquisition of select assets from Hopin, a leading provider of online audience engagement technology, including its flagship Events platform and Session product. With this acquisition, our video suite - which now includes RingCentral Video, RingCentral Rooms and RingCentral Webinar - will be extended to include hosting and management of virtual and hybrid events, all at competitive pricing.
•The Company passed key regulatory verifications by the Department of Telecommunications (DOT) India and Telecom Regulatory Authority of India (TRAI), enabling multinational organizations with a presence in India to access cloud phone capabilities for streamlined communication with customers, partners, and employees. This allows the Company to be the first global cloud provider to offer fully compliant cloud phone services in India.
•Announced that the Company had entered into individual, privately negotiated repurchase transactions with certain holders of the Company’s 0% Convertible Senior Notes due 2025 (the “2025 Notes”). Pursuant to the Note Repurchases, the Company paid approximately $427 million in cash to repurchase approximately $461 million aggregate principal amount of the 2025 Notes using amounts drawn under the Company’s term loan facility, together with cash on hand.
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 2023, 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.
We have not reconciled adjusted, unlevered free cash flow guidance to net cash provided by (used in) operating activities because we do not provide guidance on the reconciling items between net cash provided by (used in) operating activities and adjusted, unlevered free cash flow due to the uncertainty regarding, and the potential variability of, these items. Accordingly, a reconciliation of net cash provided by (used in) operating activities to adjusted, unlevered free cash flow guidance is not available without unreasonable effort.
Conference Call Details:
•What: RingCentral financial results for the second quarter of 2023 and outlook for the third quarter and full year of 2023.
•When: Monday, August 7, 2023 at 2:00PM PT (5:00PM ET).
•Dial-in: 1-888-349-0093 from the United States; 1-412-317-5201 internationally
•Webcast: RingCentral Q2 2023 Earnings Webcast (live and replay).
•Replay: Following the completion of the call through 11:59 PM ET on August 14, 2023, a telephone replay will be available by dialing 1-844-512-2921 from the United States or 1-412-317-6671 internationally with recording access code 10180223.
Investor Presentation Details
An investor presentation providing additional information and analysis can be found at https://ir.ringcentral.com.



About RingCentral

RingCentral is a leading global provider of cloud-based business communications and collaboration solutions that seamlessly combine phone, messaging, video meetings, and contact center. RingCentral empowers customers with AI-powered conversation intelligence that unlocks insights from their interaction data to accelerate business outcomes. With decades of expertise in reliable and secure cloud communications, RingCentral has earned the trust of millions of customers and thousands of partners worldwide. Visit ringcentral.com to learn more.

© 2023 RingCentral, Inc. All rights reserved. RingCentral, RingCentral Contact Center 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 expectations regarding our profitability and our non-GAAP adjusted, unlevered free cash flow, 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, including our recently announced acquisition of select assets from Hopin; 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 adjusted, unlevered 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 acquisition intangibles, third-party relocation costs tied to the conflict between Russia and Ukraine and other costs including acquisition-related transaction costs and retention payments, certain litigation-related costs, net impact of amended agreements with strategic partners, and restructuring costs. 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 Non-GAAP income (loss) from operations excluding depreciation and amortization. Non-GAAP net income (loss) is defined as GAAP net income (loss) excluding share-based compensation which includes related employer payroll taxes, amortization of acquisition intangibles, third-party relocation costs tied to the conflict between Russia and Ukraine and other costs including acquisition-related transaction costs and retention payments, certain litigation-related costs, net impact of amended agreements with strategic partners, restructuring costs, non-cash interest expense associated with amortization of debt discount and issuance costs related to our long term debt, loss (gain)



associated with investments, loss (gain) on early extinguishment of debt, 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 adjusted, unlevered free cash flow is defined as GAAP net cash provided by (used in) operating activities adjusted for capital expenditures including purchases of property and equipment and capitalized internal-use software, strategic partnerships, restructuring and other nonrecurring payments, and cash paid for interest. We believe information regarding adjusted, unlevered 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 adjusted, unlevered 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, and Non-GAAP adjusted, unlevered 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 adjusted, unlevered 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 subscription dollar retention rate. 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
650-450-4826
ir@ringcentral.com

Media Contact:
Mariana Leventis, RingCentral
650-562-6545
Mariana.Leventis@ringcentral.com



TABLE 1
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
 
June 30, 2023 December 31, 2022
Assets
Current assets
Cash and cash equivalents $ 225,351  $ 269,984 
Accounts receivable, net 322,191  311,318 
Deferred and prepaid sales commission costs 170,536  158,865 
Prepaid expenses and other current assets 85,465  55,849 
Total current assets 803,543  796,016 
Property and equipment, net 185,806  185,400 
Operating lease right-of-use assets 31,339  35,433 
Deferred and prepaid sales commission costs, non-current 403,714  438,579 
Goodwill 54,575  54,335 
Acquired intangibles, net 457,434  528,051 
Other assets 23,949  35,848 
Total assets $ 1,960,360  $ 2,073,662 
Liabilities, Temporary Equity, and Stockholders' Deficit
Current liabilities
Accounts payable $ 36,739  $ 62,721 
Accrued liabilities 308,402  380,113 
Current portion of long-term debt, net 20,000  — 
Deferred revenue 227,211  209,725 
Total current liabilities 592,352  652,559 
Long-term debt, net 1,558,794  1,638,411 
Operating lease liabilities 16,596  20,182 
Other long-term liabilities 65,010  45,848 
Total liabilities 2,232,752  2,357,000 
Temporary equity
Series A convertible preferred stock 199,449  199,449 
Stockholders' deficit
Common stock 10 
Additional paid-in capital 1,143,124  1,059,880 
Accumulated other comprehensive loss (5,197) (8,781)
Accumulated deficit (1,609,777) (1,533,896)
Total stockholders' deficit $ (471,841) $ (482,787)
Total liabilities, temporary equity and stockholders’ deficit $ 1,960,360  $ 2,073,662 




TABLE 2
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
 
Three Months Ended
June 30,
Six Months Ended
June 30,
  2023 2022 2023 2022
Revenues
Subscriptions $ 513,632  $ 462,984  $ 1,021,926  $ 902,911 
Other 25,673  23,912  51,068  51,641 
Total revenues 539,305  486,896  1,072,994  954,552 
Cost of revenues
Subscriptions 136,067  131,022  272,492  260,711 
Other 28,350  27,168  52,601  52,953 
Total cost of revenues 164,417  158,190  325,093  313,664 
Gross profit 374,888  328,706  747,901  640,888 
Operating expenses
Research and development 80,280  96,518  165,521  186,792 
Sales and marketing 264,443  265,398  524,655  519,853 
General and administrative 75,227  74,554  157,318  145,549 
Total operating expenses 419,950  436,470  847,494  852,194 
Loss from operations (45,062) (107,764) (99,593) (211,306)
Other income (expense), net
Interest expense (5,118) (1,203) (7,330) (2,435)
Other income (expense) 35,651  (49,500) 41,080  (94,719)
Other income (expense), net 30,533  (50,703) 33,750  (97,154)
Loss before income taxes (14,529) (158,467) (65,843) (308,460)
Provision for income taxes 6,953  1,048  10,038  2,027 
Net loss $ (21,482) $ (159,515) $ (75,881) $ (310,487)
Net loss per common share
Basic and diluted $ (0.23) $ (1.68) $ (0.79) $ (3.27)
Weighted-average number of shares used in computing net loss per share
Basic and diluted 95,339  95,130  95,528  94,854 




TABLE 3
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Six Months Ended
June 30,
2023 2022
Cash flows from operating activities
Net loss $ (75,881) $ (310,487)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 115,556  122,201 
Share-based compensation 202,851  198,119 
Unrealized loss on investments 1,646  98,045 
Amortization of deferred and prepaid sales commission costs 65,160  50,068 
Amortization of debt discount and issuance costs 2,398  2,232 
Gain on early extinguishment of debt (31,107) — 
Reduction of operating lease right-of-use assets 10,175  9,857 
Provision for bad debt 4,940  7,103 
Other (1,632) 1,736 
Changes in assets and liabilities:
Accounts receivable (15,813) (27,832)
Deferred and prepaid sales commission costs (62,153) (108,349)
Prepaid expenses and other assets (2,773) (1,984)
Accounts payable (38,890) 28,494 
Accrued and other liabilities 17,459  20,147 
Deferred revenue 17,486  30,594 
Operating lease liabilities (10,198) (10,271)
Net cash provided by operating activities 199,224  109,673 
Cash flows from investing activities
Purchases of property and equipment (13,160) (15,489)
Capitalized internal-use software (25,964) (26,232)
Purchases of intangible assets and long-term investments —  (3,990)
Net cash used in investing activities (39,124) (45,711)
Cash flows from financing activities
Proceeds from issuance of stock in connection with stock plans 10,887  10,889 
Payments for taxes related to net share settlement of equity awards (3,986) (3,182)
Payments for repurchase of common stock (174,570) (25,004)
Proceeds from issuance of term loan, net of issuance costs 394,394  — 
Payments for repurchase of convertible senior notes (427,304) — 
Repayment of financing obligations (3,291) (3,092)
Payment of contingent consideration (973) (1,538)
Net cash used in financing activities (204,843) (21,927)
Effect of exchange rate changes 110  (2,700)
Net increase (decrease) in cash, cash equivalents, and restricted cash (44,633) 39,335 
Cash, cash equivalents, and restricted cash
Beginning of period 269,984  267,162 
End of period $ 225,351  $ 306,497 



TABLE 4
RINGCENTRAL, INC.
RECONCILIATION OF OPERATING INCOME (LOSS)
GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited, in thousands)
Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Revenues
Subscriptions $ 513,632  $ 462,984  $ 1,021,926  $ 902,911 
Other 25,673  23,912  51,068  51,641 
Total revenues 539,305  486,896  1,072,994  954,552 
Cost of revenues reconciliation
GAAP Subscriptions cost of revenues 136,067  131,022  272,492  260,711 
Share-based compensation (6,753) (6,648) (13,704) (13,844)
Amortization of acquired intangibles (36,639) (42,758) (73,279) (85,859)
Third-party relocation and other costs (12) (1,155) (12) (1,155)
Restructuring costs (232) (156) (637) (156)
Non-GAAP Subscriptions cost of revenues 92,431  80,305  184,860  159,697 
GAAP Other cost of revenues 28,350  27,168  52,601  52,953 
Share-based compensation (2,393) (2,231) (4,512) (4,639)
Amortization of acquired intangibles (22) (19) (44) (31)
Restructuring costs (39) —  (52) — 
Non-GAAP Other cost of revenues 25,896  24,918  47,993  48,283 
Gross profit and gross margin reconciliation
     Non-GAAP Subscriptions 82.0  % 82.7  % 81.9  % 82.3  %
     Non-GAAP Other (0.9) % (4.2) % 6.0  % 6.5  %
     Non-GAAP Gross profit 78.1  % 78.4  % 78.3  % 78.2  %
Operating expenses reconciliation
     GAAP Research and development 80,280  96,518  165,521  186,792 
     Share-based compensation (23,298) (23,761) (47,228) (48,159)
     Third-party relocation and other costs (1,504) (12,541) (1,563) (16,092)
Restructuring costs (1,053) (89) (2,487) (339)
Non-GAAP Research and development 54,425  60,127  114,243  122,202 
     As a % of total revenues non-GAAP 10.1  % 12.3  % 10.6  % 12.8  %
     GAAP Sales and marketing 264,443  265,398  524,655  519,853 
     Share-based compensation (40,734) (39,697) (78,776) (81,610)
     Amortization of acquired intangibles (834) (915) (1,395) (1,852)
     Third-party relocation and other costs (15) (14) (15) (14)
Restructuring costs (1,370) (737) (3,969) (937)
Non-GAAP Sales and marketing 221,490  224,035  440,500  435,440 
     As a % of total revenues non-GAAP 41.1  % 46.0  % 41.1  % 45.6  %
     GAAP General and administrative 75,227  74,554  157,318  145,549 
     Share-based compensation (33,149) (29,982) (63,402) (56,413)
     Third-party relocation and other costs (541) (1,634) (3,628) (2,944)
Restructuring costs (912) (594) (1,336) (1,083)
Non-GAAP General and administrative 40,625  42,344  88,952  85,109 
     As a % of total revenues non-GAAP 7.5  % 8.7  % 8.3  % 8.9  %
Income (loss) from operations reconciliation
     GAAP loss from operations (45,062) (107,764) (99,593) (211,306)
     Share-based compensation 106,327  102,319  207,622  204,665 
     Amortization of acquired intangibles 37,495  43,692  74,718  87,742 
     Third-party relocation and other costs 2,072  15,344  5,218  20,205 
Restructuring costs 3,606  1,576  8,481  2,515 
Non-GAAP Income from operations 104,438  55,167  196,446  103,821 
Non-GAAP Operating margin 19.4  % 11.3  % 18.3  % 10.9  %
     Depreciation and amortization 20,544  17,579  40,838  34,459 
Non-GAAP Adjusted EBITDA 124,982  72,746  237,284  138,280 
As a % of total revenues non-GAAP 23.2  % 14.9  % 22.1  % 14.5  %



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
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Net income (loss) reconciliation
GAAP net loss $ (21,482) $ (159,515) $ (75,881) $ (310,487)
Share-based compensation 106,327  102,319  207,622  204,665 
Amortization of acquired intangibles 37,495  43,692  74,718  87,742 
Third-party relocation and other costs, net 2,072  15,330  1,709  20,191 
Restructuring costs 3,606  1,576  8,481  2,515 
Amortization of debt discount and issuance costs 1,279  1,116  2,398  2,232 
Loss associated with investments —  48,769  1,646  94,245 
Gain on early extinguishment of debt (31,107) —  (31,107) — 
Intercompany remeasurement (gain) loss (1,901) 456  (1,886) 484 
Income tax expense effects (16,276) (10,986) (34,453) (21,286)
Non-GAAP net income $ 80,013  $ 42,757  $ 153,247  $ 80,301 
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
95,339  95,130  95,528  94,854 
     Effect of dilutive securities 1,340  932  1,252  1,002 
Non-GAAP weighted average shares used in
computing non-GAAP diluted net income per share
96,679  96,062  96,780  95,856 
Diluted net income (loss) per share
GAAP net loss per share $ (0.23) $ (1.68) $ (0.79) $ (3.27)
Non-GAAP net income per share $ 0.83  $ 0.45  $ 1.58  $ 0.84 




TABLE 6
RINGCENTRAL, INC.
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
GAAP MEASURES TO NON-GAAP ADJUSTED, UNLEVERED FREE CASH FLOW MEASURES
(Unaudited, in thousands)
Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Net cash provided by operating activities $ 90,691  $ 50,678  $ 199,224  $ 109,673 
Less:
Capitalized expenditures (17,805) (21,278) (39,124) (41,721)
Strategic partnerships —  —  (33,250) — 
Add:
Restructuring and other payments 4,322  1,394  11,422  1,394 
Cash paid for interest 3,366  89  3,429  220 
Non-GAAP adjusted, unlevered free cash flow $ 80,574  $ 30,883  $ 141,701  $ 69,566 



TABLE 7
RINGCENTRAL, INC.
RECONCILIATION OF FORECASTED OPERATING MARGIN
GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited, in millions)
Q3 2023 FY 2023
Low Range High Range Low Range High Range
GAAP revenues 552.0  556.0  2,187.0  2,205.0 
GAAP loss from operations (50.1) (40.6) (174.1) (138.8)
GAAP operating margin (9.1  %) (7.3  %) (8.0  %) (6.3  %)
Share-based compensation 110.0  105.0  415.0  395.0 
Amortization of acquired intangibles 37.5  37.5  148.5  148.5 
Third-party relocation and other costs, net —  —  5.2  5.2 
Restructuring costs 2.0  1.0  10.0  9.0 
Non-GAAP income from operations 99.4  102.9  404.6  419.0 
Non-GAAP operating margin 18.0  % 18.5  % 18.5  % 19.0  %