(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
par value $0.0001 | ||||
Exhibit | Description | |
Press released dated May 6, 2020 | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL). | |
RINGCENTRAL, INC. | ||
By: | /s/ Mitesh Dhruv | |
Name: | Mitesh Dhruv | |
Title: | Chief Financial Officer | |

• | Total revenue increased 33% year over year to $268 million. |
• | Subscriptions revenue increased 33% year over year to $243 million. |
• | Annualized Exit Monthly Recurring Subscriptions (ARR) increased 33% year over year to over $1 billion. |
• | RingCentral Office® ARR increased 36% year over year to $943 million. |
• | Mid-market and Enterprise ARR increased 52% year over year to $524 million. |
• | Enterprise ARR increased 59% year over year to $318 million. |
• | Channel ARR increased 62% year over year to $329 million. |
• | Revenue: Total revenue was $268 million for the first quarter of 2020, up from $201 million in the first quarter of 2019, representing 33% growth. |
• | Operating Income (Loss): GAAP operating loss was ($25) million, compared to a GAAP operating loss of ($7) million in the same period last year, primarily driven by higher share-based compensation and amortization of intangibles. Non-GAAP operating income was $22 million, compared to a non-GAAP operating income of $16 million in the same period last year. |
• | Net Income (Loss) Per Share: GAAP net loss per diluted share was ($0.70), compared to ($0.08) in the same period last year, primarily driven by higher share-based compensation, amortization of intangibles, and losses associated with investments and strategic partnerships. Non-GAAP net income per diluted share was $0.19, compared to $0.17 per diluted share in the same period last year. The first quarter of 2020 reflected a 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 first quarter of 2020 was $762 million. This compares with $344 million at the end of the fourth quarter of 2019. |
• | Announced RingCentral Video™ (RCV), a reimagined video meetings experience. Leveraging RingCentral's years of experience as a global UCaaS leader, RingCentral Video joins RingCentral messaging and RingCentral phone to complete our differentiated Message Video Phone™ (MVP) solution. |
• | Announced general availability of the highly anticipated Avaya Cloud Office™ by RingCentral® solution. Avaya Cloud Office enhances the way organizations communicate with customers, partners, and with colleagues through an all-in-one solution that delivers seamless collaboration across multiple channels. |
• | Announced AT&T Office@Hand powered by RingCentral now provides enhanced HD video capabilities through new RingCentral Video™ technology. |
• | Issued $1.0 billion aggregate principal amount of 0% Convertible Senior Notes due 2025 priced with a 50% premium to the volume weighted average price per share on February 27, 2020. |
• | Announced a new unified desktop app, an entirely reimagined user experience for enterprise communications available both on Windows PCs and Macs. This new app makes it much more efficient for users to communicate, share documents, make calls and schedule, join and host video meetings. |
• | Announced the addition of Chief Revenue Officer, Phil Sorgen. Phil is a 24-year Microsoft veteran, and most recently was the Corporate Vice President for the US Enterprise Commercial business. Prior to that, Phil was the Global Channel Chief, harnessing the power of all partners to drive growth for Microsoft. |
• | Raising subscriptions revenue range to $1.024 to $1.030 billion, representing annual growth of 25% to 26%. This is up from our prior range of $1.019 to $1.027 billion and annual growth of 25% to 26%. |
• | Total revenue range to $1.116 to $1.125 billion, representing annual growth of 24% to 25%, vs the prior range of $1.125 to $1.135 billion. |
• | GAAP operating margin between (11.3%) and (9.9%). |
• | Non-GAAP operating margin between 9.6% and 9.7%. |
• | Non-GAAP tax rate for 2020 assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards. |
• | Non-GAAP EPS range of $0.91 to $0.94 based on 93.5 million fully diluted shares, vs the prior range of $0.93 to $0.94. This reflects a $0.02 impact from lower interest rate assumptions. |
• | Share-based compensation range of $185 to $195 million, amortization of debt discount of $46 million, amortization of acquired intangibles range of $34 to $36 million, and acquisition related matters of approximately $1.9 million. |
• | Subscriptions revenue range of $244.5 to $246.5 million, representing annual growth of 26% to 27%. |
• | Total revenue range of $260 to $266 million, representing annual growth of 21% to 24%. |
• | GAAP operating margin range of (13.8%) to (12.6%). |
• | Non-GAAP operating margin of 8.9% to 9.0%. |
• | Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards. |
• | Non-GAAP EPS of $0.20 to $0.21 based on 93 million fully diluted shares. |
• | Share-based compensation range of $49 to $50 million, amortization of debt discount of $13 million, and amortization of acquired intangibles of $8.5 to $9.0 million. |
• | What: RingCentral financial results for the first quarter of 2020 and outlook for the second quarter and full year of 2020. |
• | When: Wednesday, May 6, 2020 at 2:00PM PT (5:00PM ET). |
• | Dial-in: To access the call in the United States, please dial (877) 705-6003, and for international callers, dial (201) 493-6725. Callers are encouraged to dial into the call 10 to 15 minutes prior to the start to prevent any delay in joining. |
• | Webcast: http://ir.ringcentral.com/ (live and replay). |
• | Replay: Following the completion of the call through 11:59 PM ET on May 13, 2020, a telephone replay will be available by dialing (844) 512-2921 from the United States or (412) 317-6671 internationally with recording access code 13701796. |
March 31, 2020 | December 31, 2019 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 762,064 | $ | 343,606 | |||
Accounts receivable, net | 135,433 | 129,990 | |||||
Deferred and prepaid sales commission costs | 39,775 | 36,589 | |||||
Prepaid expenses and other current assets | 34,312 | 25,354 | |||||
Total current assets | 971,584 | 535,539 | |||||
Property and equipment, net | 97,924 | 89,230 | |||||
Operating lease right-of-use-assets | 38,820 | 39,269 | |||||
Long-term investments | 109,942 | 132,188 | |||||
Deferred and prepaid sales commission costs, non-current | 471,120 | 462,344 | |||||
Goodwill | 54,830 | 55,278 | |||||
Acquired intangibles, net | 118,524 | 127,338 | |||||
Other assets | 9,176 | 9,561 | |||||
Total assets | $ | 1,871,920 | $ | 1,450,747 | |||
Liabilities and Stockholders' Equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 35,306 | $ | 34,612 | |||
Accrued liabilities | 162,286 | 138,729 | |||||
Deferred revenue | 110,178 | 107,372 | |||||
Total current liabilities | 307,770 | 280,713 | |||||
Convertible senior notes, net | 1,041,991 | 386,889 | |||||
Operating lease liabilities | 27,027 | 28,516 | |||||
Other long-term liabilities | 4,708 | 8,929 | |||||
Total liabilities | 1,381,496 | 705,047 | |||||
Stockholders' equity | |||||||
Common stock | 9 | 9 | |||||
Additional paid-in capital | 840,115 | 1,033,053 | |||||
Accumulated other comprehensive income | 331 | 1,948 | |||||
Accumulated deficit | (350,031 | ) | (289,310 | ) | |||
Total stockholders' equity | $ | 490,424 | $ | 745,700 | |||
Total liabilities and stockholders' equity | $ | 1,871,920 | $ | 1,450,747 | |||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Revenues | |||||||
Subscriptions | $ | 243,104 | $ | 182,708 | |||
Other | 24,408 | 18,781 | |||||
Total revenues | 267,512 | 201,489 | |||||
Cost of revenues | |||||||
Subscriptions | 52,433 | 35,334 | |||||
Other | 21,011 | 15,501 | |||||
Total cost of revenues | 73,444 | 50,835 | |||||
Gross profit | 194,068 | 150,654 | |||||
Operating expenses | |||||||
Research and development | 40,910 | 29,787 | |||||
Sales and marketing | 131,312 | 99,551 | |||||
General and administrative | 47,336 | 28,779 | |||||
Total operating expenses | 219,558 | 158,117 | |||||
Loss from operations | (25,490 | ) | (7,463 | ) | |||
Other income (expense), net | |||||||
Interest expense | (7,502 | ) | (5,032 | ) | |||
Other (expense) income, net | (27,517 | ) | 3,051 | ||||
Other expense, net | (35,019 | ) | (1,981 | ) | |||
Loss before income taxes | (60,509 | ) | (9,444 | ) | |||
Provision for (benefit from) income taxes | 212 | (3,086 | ) | ||||
Net loss | $ | (60,721 | ) | $ | (6,358 | ) | |
Net loss per common share | |||||||
Basic and diluted | $ | (0.70 | ) | $ | (0.08 | ) | |
Weighted-average number of shares used in computing net loss per share | |||||||
Basic and diluted | 87,339 | 81,400 | |||||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Cash flows from operating activities | |||||||
Net loss | $ | (60,721 | ) | $ | (6,358 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 16,548 | 7,696 | |||||
Share-based compensation | 36,589 | 19,398 | |||||
Amortization of deferred and prepaid sales commission costs | 9,809 | 6,228 | |||||
Amortization of debt discount and issuance costs | 7,452 | 4,982 | |||||
Loss on early extinguishment of debt | 7,250 | — | |||||
Repayment of convertible senior notes attributable to debt discount | (13,894 | ) | — | ||||
Reduction of operating lease right-of-use assets | 3,843 | 3,131 | |||||
Loss (gain) and other related costs on investments | 22,246 | — | |||||
Foreign currency remeasurement (gain) loss | 964 | (11 | ) | ||||
Provision for bad debt | 1,492 | 337 | |||||
Deferred income taxes | (33 | ) | (235 | ) | |||
Tax benefit from release of valuation allowance | — | (3,245 | ) | ||||
Other | 45 | 1,433 | |||||
Changes in assets and liabilities: | |||||||
Accounts receivable | (6,935 | ) | (5,267 | ) | |||
Deferred and prepaid sales commission costs | (22,544 | ) | (11,477 | ) | |||
Prepaid expenses and other current assets | (8,958 | ) | (5,834 | ) | |||
Other assets | 131 | (83 | ) | ||||
Accounts payable | 888 | 7,757 | |||||
Accrued liabilities | 19,948 | (103 | ) | ||||
Deferred revenue | 2,806 | 5,301 | |||||
Operating lease liabilities | (3,783 | ) | (3,217 | ) | |||
Other liabilities | (74 | ) | (236 | ) | |||
Net cash provided by operating activities | 13,069 | 20,197 | |||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (6,861 | ) | (6,862 | ) | |||
Capitalized internal-use software | (7,389 | ) | (3,543 | ) | |||
Cash paid for business combination, net of cash acquired | — | (27,870 | ) | ||||
Net cash used in investing activities | (14,250 | ) | (38,275 | ) | |||
Cash flows from financing activities | |||||||
Proceeds from issuance of convertible senior notes, net of issuance costs | 986,508 | — | |||||
Payments for 2023 convertible senior notes partial repurchase | (495,704 | ) | — | ||||
Payments for capped calls and transaction costs | (60,900 | ) | — | ||||
Proceeds from issuance of stock in connection with stock plans | 4,802 | 2,666 | |||||
Payments for taxes related to net share settlement of equity awards | (10,351 | ) | (1,934 | ) | |||
Payment for contingent consideration for business acquisition | (3,548 | ) | — | ||||
Repayment of financing obligations | (511 | ) | — | ||||
Net cash provided by financing activities | 420,296 | 732 | |||||
Effect of exchange rate changes | (657 | ) | 47 | ||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 418,458 | (17,299 | ) | ||||
Cash, cash equivalents and restricted cash | |||||||
Beginning of period | 343,606 | 566,329 | |||||
End of period | $ | 762,064 | $ | 549,030 | |||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Revenues | |||||||
Subscriptions | $ | 243,104 | $ | 182,708 | |||
Other | 24,408 | 18,781 | |||||
Total revenues | 267,512 | 201,489 | |||||
Cost of revenues reconciliation | |||||||
GAAP Subscriptions cost of revenues | 52,433 | 35,334 | |||||
Share-based compensation | (2,076 | ) | (1,346 | ) | |||
Amortization of acquisition intangibles | (7,701 | ) | (1,010 | ) | |||
Acquisition related matters | — | (50 | ) | ||||
Non-GAAP Subscriptions cost of revenues | 42,656 | 32,928 | |||||
GAAP Other cost of revenues | 21,011 | 15,501 | |||||
Share-based compensation | (650 | ) | (295 | ) | |||
Non-GAAP Other cost of revenues | 20,361 | 15,206 | |||||
Gross profit and gross margin reconciliation | |||||||
Non-GAAP Subscriptions | 82.5 | % | 82.0 | % | |||
Non-GAAP Other | 16.6 | % | 19.0 | % | |||
Non-GAAP Gross profit | 76.4 | % | 76.1 | % | |||
Operating expenses reconciliation | |||||||
GAAP Research and development | 40,910 | 29,787 | |||||
Share-based compensation | (7,467 | ) | (4,262 | ) | |||
Acquisition related matters | — | (347 | ) | ||||
Non-GAAP Research and development | 33,443 | 25,178 | |||||
As a % of total revenues non-GAAP | 12.5 | % | 12.5 | % | |||
GAAP Sales and marketing | 131,312 | 99,551 | |||||
Share-based compensation | (11,291 | ) | (7,608 | ) | |||
Amortization of acquisition intangibles | (931 | ) | (922 | ) | |||
Acquisition related matters | 4 | (1,642 | ) | ||||
Non-GAAP Sales and marketing | 119,094 | 89,379 | |||||
As a % of total revenues non-GAAP | 44.5 | % | 44.4 | % | |||
GAAP General and administrative | 47,336 | 28,779 | |||||
Share-based compensation | (15,105 | ) | (5,887 | ) | |||
Acquisition related matters | (1,863 | ) | (423 | ) | |||
Non-GAAP General and administrative | 30,368 | 22,469 | |||||
As a % of total revenues non-GAAP | 11.4 | % | 11.2 | % | |||
Income (loss) from operations reconciliation | |||||||
GAAP loss from operations | (25,490 | ) | (7,463 | ) | |||
Share-based compensation | 36,589 | 19,398 | |||||
Amortization of acquisition intangibles | 8,632 | 1,932 | |||||
Acquisition related matters | 1,859 | 2,462 | |||||
Non-GAAP Income from operations | 21,590 | 16,329 | |||||
Non-GAAP Operating margin | 8.1 | % | 8.1 | % | |||
Three Months Ended March 31, | ||||||||
2020 | 2019 | |||||||
Net (loss) income reconciliation | ||||||||
GAAP net loss | $ | (60,721 | ) | $ | (6,358 | ) | ||
Share-based compensation | 36,589 | 19,398 | ||||||
Amortization of acquisition intangibles | 8,632 | 1,932 | ||||||
Acquisition related matters | 1,859 | 2,462 | ||||||
Amortization of debt discount and issuance costs | 7,452 | 4,982 | ||||||
Loss associated with investments and strategic partnerships | 20,148 | — | ||||||
Loss on early extinguishment of debt | 7,250 | — | ||||||
Intercompany remeasurement loss | 898 | 126 | ||||||
Income tax expense effects (1) | (4,809 | ) | (7,463 | ) | ||||
Non-GAAP net income | $ | 17,298 | $ | 15,079 | ||||
Reconciliation between GAAP and non-GAAP weighted average shares used in computing basic and diluted net (loss) income per common share: | ||||||||
Weighted average number of shares used in computing basic net (loss) income per share | 87,339 | 81,400 | ||||||
Effect of dilutive securities | 4,927 | 5,525 | ||||||
Non-GAAP weighted average shares used in computing non-GAAP diluted net income per share | 92,266 | 86,925 | ||||||
Diluted net (loss) income per share | ||||||||
GAAP net loss per share | $ | (0.70 | ) | $ | (0.08 | ) | ||
Non-GAAP net income per share | $ | 0.19 | $ | 0.17 | ||||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Net cash provided by operating activities | $ | 13,069 | $ | 20,197 | |||
Purchases of property and equipment | (6,861 | ) | (6,862 | ) | |||
Capitalized internal-use software | (7,389 | ) | (3,543 | ) | |||
Repayment of convertible senior notes attributable to debt discount | 13,894 | — | |||||
Non-GAAP free cash flow | $ | 12,713 | $ | 9,792 | |||
Q2 2020 | FY 2020 | ||||||||||
Low Range | High Range | Low Range | High Range | ||||||||
GAAP revenues | 260.0 | 266.0 | 1,116.0 | 1,125.0 | |||||||
GAAP loss from operations | (35.9 | ) | (33.6 | ) | (125.7 | ) | (111.7 | ) | |||
GAAP operating margin | (13.8 | %) | (12.6 | %) | (11.3 | %) | (9.9 | %) | |||
Share-based compensation | 50.0 | 49.0 | 195.0 | 185.0 | |||||||
Amortization of acquisition intangibles | 9.0 | 8.5 | 36.0 | 34.0 | |||||||
Acquisition related matters | — | — | 1.9 | 1.9 | |||||||
Non-GAAP income from operations | 23.1 | 23.9 | 107.1 | 109.1 | |||||||
Non-GAAP operating margin | 8.9 | % | 9.0 | % | 9.6 | % | 9.7 | % | |||