(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 | |
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 34% year over year to $253 million. |
• | Subscriptions revenue increased 33% year over year to $229 million. |
• | Annualized Exit Monthly Recurring Subscriptions (ARR) increased 32% year over year to $960 million. |
• | RingCentral Office® ARR increased 36% year over year to $877 million. |
• | Mid-market and Enterprise ARR increased 59% year over year to $479 million. |
• | Enterprise ARR increased 71% year over year to $293 million. |
• | Channel ARR increased 63% year over year to $300 million. |
• | Revenue: Total revenue was $253 million for the fourth quarter of 2019, up from $189 million in the fourth quarter of 2018, representing 34% growth. |
• | Operating Income (Loss): GAAP operating loss was ($20) million, compared to a GAAP operating loss of ($3) million in the same period last year, primarily driven by higher share-based compensation, amortization of intangibles, and acquisition related matters. Non-GAAP operating income was $24 million, compared to a non-GAAP operating income of $17 million in the same period last year. |
• | Net Income (Loss) Per Share: GAAP net loss per share was ($0.30), compared to ($0.07) in the same period last year, primarily driven by higher share-based compensation, amortization of intangibles, and acquisition related matters. Non-GAAP net income per diluted share was $0.22, compared to $0.23 per diluted share in the same period last year. The fourth quarter of 2019 reflected a 22.5% non-GAAP tax rate, compared to nearly 0% non-GAAP tax rate in our 2018 reporting. There were no material cash taxes given our net operating loss carryforwards. |
• | Balance Sheet: Total cash and cash equivalents at the end of the fourth quarter of 2019 was $344 million, which reflects one-time payments related to our recent strategic partnerships. This compares with $583 million at the end of the third quarter of 2019. |
• | Revenue: Total revenue was $903 million for 2019, up from $674 million in 2018, representing 34% growth. |
• | Operating Income (Loss): GAAP operating loss was ($46) million, compared to a GAAP operating loss of ($16) million in 2018, primarily driven by higher share-based compensation, amortization of intangibles, and |
• | Net Income (Loss) Per Share: GAAP net loss per share was ($0.64), compared to ($0.33) in 2018, primarily driven by higher share-based compensation, amortization of intangibles, and acquisition related matters. Non-GAAP net income per diluted share was $0.82, compared to $0.77 in 2018. 2019 reflected a 22.5% non-GAAP tax rate, compared to a nearly 0% non-GAAP tax rate in 2018 reporting. There were no material cash taxes given our net operating loss carryforwards. |
• | Announced that Anand Eswaran, former Corporate Vice President for Microsoft's Global Enterprise Business, has joined the company as its President and Chief Operating Officer. |
• | Named a November 2019 Gartner Peer Insights Customers' Choice for Unified Communications as a Service Worldwide as reviewed by customers. RingCentral received an overall rating of 4.5 out of 5 stars, based on 125 reviews, as of October 31, 2019. |
• | Announced that Carousel, Telarus, and Westcon have been named Platinum Partners by RingCentral, a designation held by RingCentral's most strategic partners. |
• | Total revenue range of $1.125 to $1.135 billion, representing annual growth of 25% to 26%. |
• | Subscriptions revenue range of $1.019 to $1.027 billion, representing annual growth of 25% to 26%. |
• | GAAP operating margin between (10.9%) and (9.6%). |
• | Non-GAAP operating margin between 9.6% and 9.7%. |
• | Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards. |
• | Non-GAAP EPS range of $0.93 to $0.94 based on 94.5 million fully diluted shares. This reflects additional imputed shares from the convertible debt due to stock price appreciation and shares issued to Avaya in November 2019, which if excluded would have increased the guidance range by $0.04. |
• | Share-based compensation range of $185 to $195 million, amortization of debt discount of $22 million, and amortization of acquired intangibles range of $34 to $36 million. |
• | Total revenue range of $257 to $259 million, representing annual growth of 28% to 29%. |
• | Subscriptions revenue range of $233 to $235 million, representing annual growth of 28% to 29%. |
• | GAAP operating margin range of (10.3%) to (9.5%). |
• | Non-GAAP operating margin of 8.0% to 8.1%. |
• | Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards. |
• | Non-GAAP EPS of $0.18 to $0.19 based on 93.0 million fully diluted shares. |
• | Share-based compensation range of $37 to $38 million, amortization of debt discount of $5 million, and amortization of acquired intangibles range of $8.5 to $9.0 million. |
• | What: RingCentral financial results for the fourth quarter of 2019 and outlook for first quarter and the full year of 2020. |
• | When: Monday, February 10, 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 February 17, 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 13698019. |
December 31, 2019 | December 31, 2018 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 343,606 | $ | 566,329 | |||
Accounts receivable, net | 129,990 | 94,375 | |||||
Deferred sales commission costs | 36,589 | 23,038 | |||||
Prepaid expenses and other current assets | 25,354 | 23,772 | |||||
Total current assets | 535,539 | 707,514 | |||||
Property and equipment, net | 89,230 | 70,205 | |||||
Operating lease right-of-use-assets | 39,269 | — | |||||
Long-term investments | 132,188 | — | |||||
Deferred and prepaid sales commission costs, non-current | 462,344 | 55,735 | |||||
Goodwill | 55,278 | 31,238 | |||||
Acquired intangibles, net | 127,338 | 19,480 | |||||
Other assets | 9,561 | 10,154 | |||||
Total assets | $ | 1,450,747 | $ | 894,326 | |||
Liabilities and Stockholders' Equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 34,612 | $ | 10,145 | |||
Accrued liabilities | 138,729 | 100,687 | |||||
Deferred revenue | 107,372 | 88,527 | |||||
Total current liabilities | 280,713 | 199,359 | |||||
Convertible senior notes, net | 386,889 | 366,552 | |||||
Operating lease liabilities | 28,516 | — | |||||
Other long-term liabilities | 8,929 | 10,806 | |||||
Total liabilities | 705,047 | 576,717 | |||||
Stockholders' equity | |||||||
Common stock | 9 | 8 | |||||
Additional paid-in capital | 1,033,053 | 551,078 | |||||
Accumulated other comprehensive income | 1,948 | 2,226 | |||||
Accumulated deficit | (289,310 | ) | (235,703 | ) | |||
Total stockholders' equity | $ | 745,700 | $ | 317,609 | |||
Total liabilities and stockholders' equity | $ | 1,450,747 | $ | 894,326 | |||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenues | |||||||||||||||
Subscriptions | $ | 229,405 | $ | 171,901 | $ | 817,811 | $ | 612,888 | |||||||
Other | 23,460 | 16,723 | 85,047 | 60,736 | |||||||||||
Total revenues | 252,865 | 188,624 | 902,858 | 673,624 | |||||||||||
Cost of revenues | |||||||||||||||
Subscriptions | 45,977 | 30,254 | 160,320 | 109,454 | |||||||||||
Other | 20,896 | 13,861 | 70,723 | 47,675 | |||||||||||
Total cost of revenues | 66,873 | 44,115 | 231,043 | 157,129 | |||||||||||
Gross profit | 185,992 | 144,509 | 671,815 | 516,495 | |||||||||||
Operating expenses | |||||||||||||||
Research and development | 38,658 | 27,230 | 136,363 | 101,042 | |||||||||||
Sales and marketing | 126,077 | 91,894 | 439,100 | 329,116 | |||||||||||
General and administrative | 41,626 | 28,789 | 142,027 | 102,773 | |||||||||||
Total operating expenses | 206,361 | 147,913 | 717,490 | 532,931 | |||||||||||
Loss from operations | (20,369 | ) | (3,404 | ) | (45,675 | ) | (16,436 | ) | |||||||
Other income (expense), net | |||||||||||||||
Interest expense | (5,232 | ) | (4,939 | ) | (20,512 | ) | (16,102 | ) | |||||||
Other income, net | 129 | 2,531 | 9,247 | 6,475 | |||||||||||
Other income (expense), net | (5,103 | ) | (2,408 | ) | (11,265 | ) | (9,627 | ) | |||||||
Loss before income taxes | (25,472 | ) | (5,812 | ) | (56,940 | ) | (26,063 | ) | |||||||
Provision for (benefit from) income taxes | (215 | ) | (134 | ) | (3,333 | ) | 140 | ||||||||
Net loss | $ | (25,257 | ) | $ | (5,678 | ) | $ | (53,607 | ) | $ | (26,203 | ) | |||
Net loss per common share | |||||||||||||||
Basic and diluted | $ | (0.30 | ) | $ | (0.07 | ) | $ | (0.64 | ) | $ | (0.33 | ) | |||
Weighted-average number of shares used in computing net loss per share | |||||||||||||||
Basic and diluted | 85,449 | 80,638 | 83,130 | 79,500 | |||||||||||
Year Ended December 31, | |||||||
2019 | 2018 | ||||||
Cash flows from operating activities | |||||||
Net loss | $ | (53,607 | ) | $ | (26,203 | ) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | 37,870 | 23,273 | |||||
Share-based compensation | 101,354 | 68,088 | |||||
Amortization of deferred sales commission cost | 30,134 | 19,754 | |||||
Amortization of debt discount and issuance cost | 20,337 | 15,918 | |||||
Loss (gain) and other related costs on investments | 3,369 | — | |||||
Foreign currency remeasurement (gain) loss | (105 | ) | 951 | ||||
Provision for bad debt | 2,949 | 3,091 | |||||
Deferred income taxes | (737 | ) | (303 | ) | |||
Tax benefit from release of valuation allowance | (3,210 | ) | — | ||||
Other | (334 | ) | 614 | ||||
Changes in assets and liabilities: | |||||||
Accounts receivable | (37,163 | ) | (47,877 | ) | |||
Deferred and prepaid sales commission costs | (102,303 | ) | (45,232 | ) | |||
Prepaid expenses and other current assets | (1,575 | ) | (342 | ) | |||
Other assets | 764 | 279 | |||||
Accounts payable | 21,753 | 2,783 | |||||
Accrued liabilities | 27,095 | 33,695 | |||||
Deferred revenue | 18,845 | 24,780 | |||||
Other liabilities | (590 | ) | (1,139 | ) | |||
Net cash provided by operating activities | 64,846 | 72,130 | |||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (27,767 | ) | (27,123 | ) | |||
Capitalized internal-use software | (16,526 | ) | (11,421 | ) | |||
Cash paid for business combination, net of cash acquired | (27,870 | ) | (26,434 | ) | |||
Purchases of long-term investments | (135,557 | ) | — | ||||
Cash paid for acquisition of intangible assets | (89,060 | ) | (18,470 | ) | |||
Net cash used in investing activities | (296,780 | ) | (83,448 | ) | |||
Cash flows from financing activities | |||||||
Proceeds from issuance of convertible senior notes, net of issuance costs | — | 449,457 | |||||
Payments for capped call transactions and costs | — | (49,910 | ) | ||||
Repurchase of common stock | — | (15,000 | ) | ||||
Proceeds from issuance of stock in connection with stock plans | 29,827 | 20,621 | |||||
Taxes paid related to net share settlement of equity awards | (14,666 | ) | (7,172 | ) | |||
Payment of contingent consideration for business combination | (5,176 | ) | — | ||||
Repayment of financing obligations | (943 | ) | (741 | ) | |||
Net cash provided by financing activities | 9,042 | 397,255 | |||||
Effect of exchange rate changes | 169 | (800 | ) | ||||
Net (decrease) increase in cash, cash equivalents, and restricted cash | (222,723 | ) | 385,137 | ||||
Cash, cash equivalents, and restricted cash | |||||||
Beginning of year | 566,329 | 181,192 | |||||
End of year | $ | 343,606 | $ | 566,329 | |||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenues | |||||||||||||||
Subscriptions | $ | 229,405 | $ | 171,901 | $ | 817,811 | $ | 612,888 | |||||||
Other | 23,460 | 16,723 | 85,047 | 60,736 | |||||||||||
Total revenues | 252,865 | 188,624 | 902,858 | 673,624 | |||||||||||
Cost of revenues reconciliation | |||||||||||||||
GAAP Subscriptions cost of revenues | 45,977 | 30,254 | 160,320 | 109,454 | |||||||||||
Share-based compensation | (2,095 | ) | (1,162 | ) | (6,891 | ) | (4,343 | ) | |||||||
Amortization of acquisition intangibles | (3,310 | ) | (277 | ) | (6,998 | ) | (729 | ) | |||||||
Acquisition related matters | (81 | ) | (29 | ) | (145 | ) | (29 | ) | |||||||
Non-GAAP Subscriptions cost of revenues | 40,491 | 28,786 | 146,286 | 104,353 | |||||||||||
GAAP Other cost of revenues | 20,896 | 13,861 | 70,723 | 47,675 | |||||||||||
Share-based compensation | (534 | ) | (194 | ) | (1,850 | ) | (639 | ) | |||||||
Non-GAAP Other cost of revenues | 20,362 | 13,667 | 68,873 | 47,036 | |||||||||||
Gross profit and gross margin reconciliation | |||||||||||||||
Non-GAAP Subscriptions | 82.3 | % | 83.3 | % | 82.1 | % | 83.0 | % | |||||||
Non-GAAP Other | 13.2 | % | 18.3 | % | 19.0 | % | 22.6 | % | |||||||
Non-GAAP Gross profit | 75.9 | % | 77.5 | % | 76.2 | % | 77.5 | % | |||||||
Operating expenses reconciliation | |||||||||||||||
GAAP Research and development | 38,658 | 27,230 | 136,363 | 101,042 | |||||||||||
Share-based compensation | (7,132 | ) | (3,906 | ) | (23,132 | ) | (14,975 | ) | |||||||
Acquisition related matters | (341 | ) | (9 | ) | (693 | ) | (9 | ) | |||||||
Non-GAAP Research and development | 31,185 | 23,315 | 112,538 | 86,058 | |||||||||||
As a % of total revenues non-GAAP | 12.3 | % | 12.4 | % | 12.5 | % | 12.8 | % | |||||||
GAAP Sales and marketing | 126,077 | 91,894 | 439,100 | 329,116 | |||||||||||
Share-based compensation | (10,736 | ) | (7,645 | ) | (38,325 | ) | (27,324 | ) | |||||||
Amortization of acquisition intangibles | (929 | ) | (726 | ) | (3,720 | ) | (3,617 | ) | |||||||
Acquisition related matters | (8,374 | ) | (146 | ) | (10,483 | ) | (146 | ) | |||||||
Non-GAAP Sales and marketing | 106,038 | 83,377 | 386,572 | 298,029 | |||||||||||
As a % of total revenues non-GAAP | 41.9 | % | 44.2 | % | 42.8 | % | 44.2 | % | |||||||
GAAP General and administrative | 41,626 | 28,789 | 142,027 | 102,773 | |||||||||||
Share-based compensation | (9,167 | ) | (5,802 | ) | (31,156 | ) | (20,807 | ) | |||||||
Acquisition related matters | (1,947 | ) | (794 | ) | (4,955 | ) | (2,536 | ) | |||||||
Non-GAAP General and administrative | 30,512 | 22,193 | 105,916 | 79,430 | |||||||||||
As a % of total revenues non-GAAP | 12.1 | % | 11.8 | % | 11.7 | % | 11.8 | % | |||||||
Income (loss) from operations reconciliation | |||||||||||||||
GAAP loss from operations | (20,369 | ) | (3,404 | ) | (45,675 | ) | (16,436 | ) | |||||||
Share-based compensation | 29,664 | 18,709 | 101,354 | 68,088 | |||||||||||
Amortization of acquisition intangibles | 4,239 | 1,003 | 10,718 | 4,346 | |||||||||||
Acquisition related matters | 10,743 | 978 | 16,276 | 2,720 | |||||||||||
Non-GAAP Income from operations | 24,277 | 17,286 | 82,673 | 58,718 | |||||||||||
Non-GAAP Operating margin | 9.6 | % | 9.2 | % | 9.2 | % | 8.7 | % | |||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net (loss) income reconciliation | |||||||||||||||
GAAP net loss | $ | (25,257 | ) | $ | (5,678 | ) | $ | (53,607 | ) | $ | (26,203 | ) | |||
Share-based compensation | 29,664 | 18,709 | 101,354 | 68,088 | |||||||||||
Amortization of acquisition intangibles | 4,239 | 1,003 | 10,718 | 4,346 | |||||||||||
Acquisition related matters | 21,300 | 978 | 26,833 | 2,720 | |||||||||||
Amortization of debt discount and issuance costs | 5,188 | 4,915 | 20,337 | 15,918 | |||||||||||
Gain associated with investments and strategic partnerships | (8,343 | ) | — | (8,343 | ) | — | |||||||||
Intercompany remeasurement loss (gain) | (383 | ) | 309 | (119 | ) | 1,183 | |||||||||
Income tax expense effects (1) | (6,105 | ) | — | (24,446 | ) | — | |||||||||
Non-GAAP net income | $ | 20,303 | $ | 20,236 | $ | 72,727 | $ | 66,052 | |||||||
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 | 85,449 | 80,638 | 83,130 | 79,500 | |||||||||||
Effect of dilutive securities | 5,783 | 5,694 | 5,393 | 6,341 | |||||||||||
Non-GAAP weighted average shares used in computing non-GAAP diluted net income per share | 91,232 | 86,332 | 88,523 | 85,841 | |||||||||||
Diluted net (loss) income per share | |||||||||||||||
GAAP net loss per share | $ | (0.30 | ) | $ | (0.07 | ) | $ | (0.64 | ) | $ | (0.33 | ) | |||
Non-GAAP net income per share | $ | 0.22 | $ | 0.23 | $ | 0.82 | $ | 0.77 | |||||||
Q1 2020 | FY 2020 | ||||||||||
Low Range | High Range | Low Range | High Range | ||||||||
GAAP revenues | 257.0 | 259.0 | 1,125.0 | 1,135.0 | |||||||
GAAP loss from operations | (26.4 | ) | (24.5 | ) | (123.0 | ) | (108.9 | ) | |||
GAAP operating margin | (10.3 | %) | (9.5 | %) | (10.9 | %) | (9.6 | %) | |||
Share-based compensation | 38.0 | 37.0 | 195.0 | 185.0 | |||||||
Amortization of acquisition intangibles | 9.0 | 8.5 | 36.0 | 34.0 | |||||||
Acquisition related matters | — | — | — | — | |||||||
Non-GAAP income from operations | 20.6 | 21.0 | 108.0 | 110.1 | |||||||
Non-GAAP operating margin | 8.0 | % | 8.1 | % | 9.6 | % | 9.7 | % | |||