|
|
|
|
|
Delaware
|
|
001-36456
|
|
26-4411091
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer Identification No.)
|
1019 Market Street
San Francisco, California
|
|
94103
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
¨
|
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))
|
|
Zendesk, Inc.
|
||
(Registrant)
|
||
|
|
|
By:
|
|
/s/ Elena Gomez
|
|
|
Elena Gomez
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
Service Retainers
|
|
|
Annual Retainer for Board Membership:
|
$35,000
|
|
Additional Retainer for Lead Independent Director:
|
$15,000
|
|
Additional Retainers for Committee Membership:
|
|
|
Audit Committee Chair:
|
$20,000
|
|
Audit Committee member (non-Chair):
|
$10,000
|
|
Compensation Committee Chair:
|
$15,000
|
|
Compensation Committee member (non-Chair):
|
$7,500
|
|
Nominating and Corporate Governance Committee Chair:
|
$10,000
|
|
Nominating and Corporate Governance Committee member (non-Chair)
|
$5,000
|
|
•
|
First quarter revenue increased
38%
year-over-year to
$129.8 million
|
•
|
First quarter GAAP operating loss of
$33.6 million
and non-GAAP operating loss of
$3.0 million
|
•
|
Revenue in the range of $136.0 - 138.0 million
|
•
|
GAAP operating income (loss) in the range of $(34.0) - (32.0) million, which includes share-based compensation and related expenses of approximately $30.7 million, amortization of purchased intangibles of approximately $0.7 million, and acquisition-related expenses of approximately $0.6 million
|
•
|
Non-GAAP operating income (loss) in the range of $(2.0) - 0.0 million, which excludes share-based compensation and related expenses of approximately $30.7 million, amortization of purchased intangibles of approximately $0.7 million, and acquisition-related expenses of approximately $0.6 million
|
•
|
Approximately 105.2 million weighted average shares outstanding (basic)
|
•
|
Approximately 109.9 million weighted average shares outstanding (diluted)
|
•
|
Revenue in the range of $565.0 - 572.0 million
|
•
|
GAAP operating income (loss) in the range of $(132.0) - (127.0) million, which includes share-based compensation and related expenses of approximately $126.8 million, amortization of purchased intangibles of approximately $2.7 million, and acquisition-related expenses of approximately $2.5 million
|
•
|
Non-GAAP operating income (loss) in the range of $0.0 - 5.0 million, which excludes share-based compensation and related expenses of approximately $126.8 million, amortization of purchased intangibles of approximately $2.7 million, and acquisition-related expenses of approximately $2.5 million
|
•
|
Approximately 106.0 million weighted average shares outstanding (basic)
|
•
|
Approximately 111.8 million weighted average shares outstanding (diluted)
|
•
|
Free cash flow in the range of $25.0 - 30.0 million
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
|
* As adjusted
|
|||||
Revenue
|
|
$
|
129,791
|
|
|
$
|
93,888
|
|
Cost of revenue
|
|
39,056
|
|
|
28,107
|
|
||
Gross profit
|
|
90,735
|
|
|
65,781
|
|
||
Operating expenses:
|
|
|
|
|
||||
Research and development
|
|
37,085
|
|
|
26,456
|
|
||
Sales and marketing
|
|
65,058
|
|
|
46,269
|
|
||
General and administrative
|
|
22,207
|
|
|
18,317
|
|
||
Total operating expenses
|
|
124,350
|
|
|
91,042
|
|
||
Operating loss
|
|
(33,615
|
)
|
|
(25,261
|
)
|
||
Other income, net
|
|
1,000
|
|
|
218
|
|
||
Loss before provision for (benefit from) income taxes
|
|
(32,615
|
)
|
|
(25,043
|
)
|
||
Provision for (benefit from) income taxes
|
|
(3,290
|
)
|
|
38
|
|
||
Net loss
|
|
$
|
(29,325
|
)
|
|
$
|
(25,081
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.28
|
)
|
|
$
|
(0.26
|
)
|
Weighted-average shares used to compute net loss per share, basic and diluted
|
|
103,692
|
|
|
97,475
|
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
|
|
|
*As adjusted
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
609,229
|
|
|
$
|
109,370
|
|
Marketable securities
|
|
128,751
|
|
|
137,576
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,445 and $1,252 as of March 31, 2018 and December 31, 2017, respectively
|
|
52,738
|
|
|
57,096
|
|
||
Deferred costs
|
|
17,010
|
|
|
15,771
|
|
||
Prepaid expenses and other current assets
|
|
29,412
|
|
|
24,165
|
|
||
Total current assets
|
|
837,140
|
|
|
343,978
|
|
||
Marketable securities, noncurrent
|
|
121,754
|
|
|
97,447
|
|
||
Property and equipment, net
|
|
61,000
|
|
|
59,157
|
|
||
Deferred costs, noncurrent
|
|
16,851
|
|
|
15,395
|
|
||
Goodwill and intangible assets, net
|
|
66,316
|
|
|
67,034
|
|
||
Other assets
|
|
9,462
|
|
|
8,359
|
|
||
Total assets
|
|
$
|
1,112,523
|
|
|
$
|
591,370
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
6,586
|
|
|
$
|
5,307
|
|
Accrued liabilities
|
|
37,633
|
|
|
21,876
|
|
||
Accrued compensation and related benefits
|
|
33,142
|
|
|
29,017
|
|
||
Deferred revenue
|
|
183,936
|
|
|
173,147
|
|
||
Total current liabilities
|
|
261,297
|
|
|
229,347
|
|
||
Convertible senior notes, net
|
|
439,953
|
|
|
—
|
|
||
Deferred revenue, noncurrent
|
|
1,334
|
|
|
1,213
|
|
||
Other liabilities
|
|
9,286
|
|
|
6,626
|
|
||
Total liabilities
|
|
711,870
|
|
|
237,186
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, par value $0.01 per share
|
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share
|
|
1,042
|
|
|
1,031
|
|
||
Additional paid-in capital
|
|
830,741
|
|
|
753,568
|
|
||
Accumulated other comprehensive loss
|
|
(3,762
|
)
|
|
(2,372
|
)
|
||
Accumulated deficit
|
|
(427,368
|
)
|
|
(398,043
|
)
|
||
Total stockholders’ equity
|
|
400,653
|
|
|
354,184
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,112,523
|
|
|
$
|
591,370
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
|
*As adjusted
|
|||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(29,325
|
)
|
|
$
|
(25,081
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
9,865
|
|
|
7,923
|
|
||
Share-based compensation
|
|
26,988
|
|
|
19,104
|
|
||
Amortization of deferred costs
|
|
4,510
|
|
|
3,179
|
|
||
Amortization of debt discount and issuance costs
|
|
720
|
|
|
—
|
|
||
Other
|
|
250
|
|
|
697
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|||
Accounts receivable
|
|
3,691
|
|
|
(2,316
|
)
|
||
Prepaid expenses and other current assets
|
|
(3,364
|
)
|
|
(380
|
)
|
||
Deferred costs
|
|
(7,043
|
)
|
|
(4,102
|
)
|
||
Other assets and liabilities
|
|
(12,027
|
)
|
|
(332
|
)
|
||
Accounts payable
|
|
1,052
|
|
|
1,958
|
|
||
Accrued liabilities
|
|
10,986
|
|
|
2,524
|
|
||
Accrued compensation and related benefits
|
|
(971
|
)
|
|
(2,596
|
)
|
||
Deferred revenue
|
|
10,910
|
|
|
6,704
|
|
||
Net cash provided by operating activities
|
|
16,242
|
|
|
7,282
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(6,808
|
)
|
|
(4,791
|
)
|
||
Internal-use software development costs
|
|
(2,344
|
)
|
|
(1,852
|
)
|
||
Purchases of marketable securities
|
|
(78,321
|
)
|
|
(40,758
|
)
|
||
Proceeds from maturities of marketable securities
|
|
55,263
|
|
|
31,654
|
|
||
Proceeds from sales of marketable securities
|
|
6,982
|
|
|
8,602
|
|
||
Net cash used in investing activities
|
|
(25,228
|
)
|
|
(7,145
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Proceeds from issuance of convertible senior notes, net of issuance costs paid of $12,937
|
|
562,063
|
|
|
—
|
|
||
Purchase of capped call related to convertible senior notes
|
|
(63,940
|
)
|
|
—
|
|
||
Proceeds from exercises of employee stock options
|
|
6,193
|
|
|
11,689
|
|
||
Proceeds from employee stock purchase plan
|
|
5,096
|
|
|
3,844
|
|
||
Taxes paid related to net share settlement of share-based awards
|
|
(734
|
)
|
|
(154
|
)
|
||
Net cash provided by financing activities
|
|
508,678
|
|
|
15,379
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(35
|
)
|
|
198
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
|
499,657
|
|
|
15,714
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
|
110,888
|
|
|
95,062
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
610,545
|
|
|
$
|
110,776
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
*As adjusted
|
|||||
Reconciliation of gross profit and gross margin
|
|
|
|
||||
GAAP gross profit
|
$
|
90,735
|
|
|
$
|
65,781
|
|
Plus: Share-based compensation
|
3,098
|
|
|
2,104
|
|
||
Plus: Employer tax related to employee stock transactions
|
260
|
|
|
169
|
|
||
Plus: Amortization of purchased intangibles
|
612
|
|
|
830
|
|
||
Plus: Amortization of share-based compensation capitalized in internal-use software
|
362
|
|
|
430
|
|
||
Non-GAAP gross profit
|
$
|
95,067
|
|
|
$
|
69,314
|
|
GAAP gross margin
|
70
|
%
|
|
70
|
%
|
||
Non-GAAP adjustments
|
3
|
%
|
|
4
|
%
|
||
Non-GAAP gross margin
|
73
|
%
|
|
74
|
%
|
||
|
|
|
|
||||
Reconciliation of operating expenses
|
|
|
|
||||
GAAP research and development
|
$
|
37,085
|
|
|
$
|
26,456
|
|
Less: Share-based compensation
|
(10,231
|
)
|
|
(6,914
|
)
|
||
Less: Employer tax related to employee stock transactions
|
(742
|
)
|
|
(548
|
)
|
||
Less: Acquisition-related expenses
|
(384
|
)
|
|
—
|
|
||
Non-GAAP research and development
|
$
|
25,728
|
|
|
$
|
18,994
|
|
GAAP research and development as percentage of revenue
|
29
|
%
|
|
28
|
%
|
||
Non-GAAP research and development as percentage of revenue
|
20
|
%
|
|
20
|
%
|
||
|
|
|
|
||||
GAAP sales and marketing
|
$
|
65,058
|
|
|
$
|
46,269
|
|
Less: Share-based compensation
|
(8,007
|
)
|
|
(5,524
|
)
|
||
Less: Employer tax related to employee stock transactions
|
(575
|
)
|
|
(367
|
)
|
||
Less: Amortization of purchased intangibles
|
(110
|
)
|
|
(102
|
)
|
||
Less: Acquisition-related expenses
|
(281
|
)
|
|
—
|
|
||
Non-GAAP sales and marketing
|
$
|
56,085
|
|
|
$
|
40,276
|
|
GAAP sales and marketing as percentage of revenue
|
50
|
%
|
|
49
|
%
|
||
Non-GAAP sales and marketing as percentage of revenue
|
43
|
%
|
|
43
|
%
|
||
|
|
|
|
||||
GAAP general and administrative
|
$
|
22,207
|
|
|
$
|
18,317
|
|
Less: Share-based compensation
|
(5,652
|
)
|
|
(4,562
|
)
|
||
Less: Employer tax related to employee stock transactions
|
(307
|
)
|
|
(270
|
)
|
||
Non-GAAP general and administrative
|
$
|
16,248
|
|
|
$
|
13,485
|
|
GAAP general and administrative as percentage of revenue
|
17
|
%
|
|
20
|
%
|
||
Non-GAAP general and administrative as percentage of revenue
|
13
|
%
|
|
14
|
%
|
||
|
|
|
|
||||
Reconciliation of operating loss and operating margin
|
|
|
|
||||
GAAP operating loss
|
$
|
(33,615
|
)
|
|
$
|
(25,261
|
)
|
Plus: Share-based compensation
|
26,988
|
|
|
19,104
|
|
||
Plus: Employer tax related to employee stock transactions
|
1,884
|
|
|
1,354
|
|
||
Plus: Amortization of purchased intangibles
|
722
|
|
|
932
|
|
||
Plus: Acquisition-related expenses
|
665
|
|
|
—
|
|
||
Plus: Amortization of share-based compensation capitalized in internal-use software
|
362
|
|
|
430
|
|
||
Non-GAAP operating loss
|
$
|
(2,994
|
)
|
|
$
|
(3,441
|
)
|
GAAP operating margin
|
(26
|
)%
|
|
(27
|
)%
|
||
Non-GAAP adjustments
|
24
|
%
|
|
23
|
%
|
||
Non-GAAP operating margin
|
(2
|
)%
|
|
(4
|
)%
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
*As adjusted
|
|||||
Reconciliation of net income (loss)
|
|
|
|
||||
GAAP net loss
|
$
|
(29,325
|
)
|
|
$
|
(25,081
|
)
|
Plus: Share-based compensation
|
26,988
|
|
|
19,104
|
|
||
Plus: Employer tax related to employee stock transactions
|
1,884
|
|
|
1,354
|
|
||
Plus: Amortization of purchased intangibles
|
722
|
|
|
932
|
|
||
Plus: Acquisition-related expenses
|
665
|
|
|
—
|
|
||
Plus: Amortization of share-based compensation capitalized in internal-use software
|
362
|
|
|
430
|
|
||
Plus: Amortization of debt discount and issuance costs
|
720
|
|
|
—
|
|
||
Non-GAAP net income (loss)
|
$
|
2,016
|
|
|
$
|
(3,261
|
)
|
|
|
|
|
||||
Reconciliation of net income (loss) per share, basic
|
|
|
|
||||
GAAP net loss per share, basic
|
$
|
(0.28
|
)
|
|
$
|
(0.26
|
)
|
Non-GAAP adjustments to net loss
|
0.30
|
|
|
0.23
|
|
||
Non-GAAP net income (loss) per share, basic
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
||||
Reconciliation of net income (loss) per share, diluted
|
|
|
|
||||
GAAP net loss per share, diluted
|
$
|
(0.28
|
)
|
|
$
|
(0.26
|
)
|
Non-GAAP adjustments to net loss
|
0.30
|
|
|
0.23
|
|
||
Non-GAAP net income (loss) per share, diluted
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
|
|
|
||||
Weighted-average shares used in GAAP per share calculation, basic and diluted
|
103,692
|
|
|
97,475
|
|
||
|
|
|
|
||||
Weighted-average shares used in non-GAAP per share calculation
|
|
|
|
||||
Basic
|
103,692
|
|
|
97,475
|
|
||
Diluted
|
108,923
|
|
|
97,475
|
|
||
|
|
|
|
||||
Computation of free cash flow
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
16,242
|
|
|
$
|
7,282
|
|
Less: purchases of property and equipment
|
(6,808
|
)
|
|
(4,791
|
)
|
||
Less: internal-use software development costs
|
(2,344
|
)
|
|
(1,852
|
)
|
||
Free cash flow
|
$
|
7,090
|
|
|
$
|
639
|
|