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8-K - 8-K - Zendesk, Inc.zen_8-kxq4x2016xfinal.htm
EX-99.3 - EXHIBIT 99.3 - Zendesk, Inc.q416tweetsec02.htm
EX-99.2 - EXHIBIT 99.2 - Zendesk, Inc.a2016q4shareholderletter.htm


Exhibit 99.1
 
ZENDESK ANNOUNCES FOURTH QUARTER AND FULL FISCAL YEAR 2016 RESULTS
 
Highlights:
 
Fourth quarter revenue increased 41% year-over-year to $88.6 million
Fourth quarter GAAP operating loss of $25.1 million and non-GAAP operating loss of $4.4 million

SAN FRANCISCO – February 8, 2017 – Zendesk, Inc. (NYSE: ZEN) today reported financial results for the fiscal quarter and full fiscal year ended December 31, 2016, and released a Shareholder Letter on its Investor Relations website at https://investor.zendesk.com.
 
Results for the Fourth Quarter 2016
 
Revenue was $88.6 million for the quarter ended December 31, 2016, an increase of 41% over the prior year period. GAAP net loss for the quarter ended December 31, 2016 was $24.5 million, and GAAP net loss per share was $0.26. Non-GAAP net loss was $3.8 million, and non-GAAP net loss per share was $0.04. Non-GAAP net loss excludes approximately $19.8 million in share-based compensation and related expenses (including $1.8 million of employer tax related to employee stock transactions and $0.6 million of amortized share-based compensation capitalized in internal-use software) and $0.9 million of amortization of purchased intangibles. GAAP and non-GAAP net loss per share for the quarter ended December 31, 2016 were based on 95.8 million weighted average shares outstanding.

Results for the Full Fiscal Year 2016
 
Revenue was $312.0 million for the year ended December 31, 2016, an increase of 49% over the prior year period. GAAP net loss for the year ended December 31, 2016 was $103.8 million, and GAAP net loss per share was $1.11. Non-GAAP net loss was $20.5 million, and non-GAAP net loss per share was $0.22. Non-GAAP net loss excludes approximately $79.5 million in share-based compensation and related expenses (including $3.9 million of employer tax related to employee stock transactions and $1.8 million of amortized share-based compensation capitalized in internal-use software) and $3.8 million of amortization of purchased intangibles. GAAP and non-GAAP net loss per share for the year ended December 31, 2016 were based on 93.2 million weighted average shares outstanding.
 
 Outlook
 
As of February 8, 2017, Zendesk provided guidance for its expected revenue, GAAP operating loss, and non-GAAP operating loss for the quarter ending March 31, 2017 and for the year ending December 31, 2017.
 
For the quarter ending March 31, 2017, Zendesk expects to report:
Revenue in the range of $91.0 - 93.0 million
GAAP operating loss of $28.0 - 29.0 million, which includes share-based compensation and related expenses of approximately $21.1 million and amortization of purchased intangibles of approximately $0.9 million
Non-GAAP operating loss of $6.0 - 7.0 million, which excludes share-based compensation and related expenses of approximately $21.1 million and amortization of purchased intangibles of approximately $0.9 million
Approximately 97.3 million weighted average shares outstanding

For the full year 2017, Zendesk expects to report:
Revenue in the range of $415.0 - 425.0 million
GAAP operating loss of $109.0 - 113.0 million, which includes share-based compensation and related expenses of approximately $89.8 million and amortization of purchased intangibles of approximately $3.2 million
Non-GAAP operating loss of $16.0 - 20.0 million, which excludes share-based compensation and related expenses of approximately $89.8 million and amortization of purchased intangibles of approximately $3.2 million
Approximately 99.3 million weighted average shares outstanding


Zendesk’s estimates of share-based compensation and amortization of purchased intangibles in future periods assume, among other things, the occurrence of no additional acquisitions, investments or restructurings, and no further revisions to share-based compensation and related expenses.









 
Conference Call Information

The detailed Shareholder Letter is available at https://investor.zendesk.com and Zendesk will host a conference call to answer questions today, February 8, 2017, at 2:00 p.m. Pacific Time, 5:00 p.m. Eastern Time. A live webcast of the conference call will be available at https://investor.zendesk.com. The conference call can also be accessed by dialing 877-201-0168, or +1 647-788-4901 (outside the U.S. and Canada). The conference ID is 51702179. A replay of the call via webcast will be available at https://investor.zendesk.com or by dialing 855-859-2056 or +1 404-537-3406 (outside the U.S. and Canada) and entering passcode 51702179. The dial-in replay will be available until the end of day February 10, 2017. The webcast replay will be available for 12 months.
 
About Zendesk
 
Zendesk builds software for better customer relationships. It empowers organizations to improve customer engagement and better understand their customers. More than 94,000 paid customer accounts in over 150 countries and territories use Zendesk products. Based in San Francisco, Zendesk has operations in the United States, Europe, Asia, Australia, and South America. Learn more at www.zendesk.com.
 
Forward-Looking Statements

This press release contains forward-looking statements, including, among other things, statements regarding Zendesk’s future financial performance, its continued investment to grow its business, and progress towards its long-term financial objectives. The words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectation or intent regarding Zendesk’s financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.

The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause Zendesk’s actual results, performance, or achievements to differ materially, including (i) adverse changes in general economic or market conditions; (ii) Zendesk’s ability to adapt its products to changing market dynamics and customer preferences or achieve increased market acceptance of its products; (iii) Zendesk’s expectation that the future growth rate of its revenues will decline, and that, as its costs increase, Zendesk may not be able to generate sufficient revenues to achieve or sustain profitability; (iv) Zendesk’s limited operating history, which makes it difficult to evaluate its prospects and future operating results; (v) Zendesk’s ability to effectively manage its growth and organizational change; (vi) the market in which Zendesk operates is intensely competitive, and Zendesk may not compete effectively; (vii) the development of the market for software as a service business software applications; (viii) Zendesk’s ability to introduce and market new products and to support its products on a shared services platform; (ix) breaches in Zendesk’s security measures or unauthorized access to its customers’ data; (x) service interruptions or performance problems associated with Zendesk’s technology and infrastructure; (xi) real or perceived errors, failures, or bugs in its products; (xii) Zendesk’s substantial reliance on its customers renewing their subscriptions and purchasing additional subscriptions; and (xiii) Zendesk’s ability to effectively expand its sales capabilities.

The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors, including those more fully described in Zendesk’s filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that Zendesk makes with the Securities and Exchange Commission from time to time, including its Annual Report on Form 10-K for the year ended December 31, 2016.

Forward-looking statements represent Zendesk’s management’s beliefs and assumptions only as of the date such statements are made. Zendesk undertakes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.










Condensed Consolidated Statements of Operations
(In thousands, except per share data; unaudited)
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Revenue
 
$
88,623

 
$
62,646

 
$
311,999

 
$
208,768

Cost of revenue
 
25,582

 
19,693

 
93,900

 
67,184

Gross profit
 
63,041

 
42,954

 
218,099

 
141,584

Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
24,383

 
19,098

 
91,067

 
62,615

Sales and marketing
 
47,566

 
34,328

 
166,987

 
114,052

General and administrative
 
16,222

 
13,920

 
64,371

 
47,902

Total operating expenses
 
88,171

 
67,346

 
322,425

 
224,569

Operating loss
 
(25,130
)
 
(24,393
)
 
(104,326
)
 
(82,985
)
Other income (expense), net
 
775

 
(302
)
 
1,520

 
(729
)
Loss before provision for (benefit from) income taxes
 
(24,355
)
 
(24,694
)
 
(102,806
)
 
(83,714
)
Provision for (benefit from) income taxes
 
193

 
(216
)
 
993

 
338

Net loss
 
$
(24,548
)
 
$
(24,478
)
 
$
(103,799
)
 
$
(84,052
)
Net loss per share, basic and diluted
 
$
(0.26
)
 
$
(0.27
)
 
$
(1.11
)
 
$
(0.99
)
Weighted-average shares used to compute net loss per share, basic and diluted
 
95,793

 
89,073

 
93,161

 
84,926








































Condensed Consolidated Balance Sheets
(In thousands, except par value; unaudited)
 
 
December 31, 2016
 
December 31, 2015
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
93,677

 
$
216,226

Marketable securities
 
131,190

 
29,414

Accounts receivable, net of allowance for doubtful accounts of $1,269 and $763 as of December 31, 2016 and 2015, respectively
 
37,343

 
26,168

Prepaid expenses and other current assets
 
17,608

 
11,423

Total current assets
 
279,818

 
283,231

Marketable securities, noncurrent
 
75,168

 
22,336

Property and equipment, net
 
62,731

 
56,540

Goodwill and intangible assets, net
 
53,296

 
57,050

Other assets
 
4,272

 
3,529

Total assets
 
$
475,285

 
$
422,686

 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
4,555

 
$
9,332

Accrued liabilities
 
19,106

 
9,742

Accrued compensation and related benefits
 
20,281

 
14,115

Deferred revenue
 
123,276

 
84,210

Total current liabilities
 
167,218

 
117,399

Deferred revenue, noncurrent
 
1,257

 
1,405

Other liabilities
 
7,382

 
10,592

Total liabilities
 
175,857

 
129,396

Stockholders’ equity:
 
 
 
 
Preferred stock, par value $0.01 per share
 

 

Common stock, par value $0.01 per share
 
971

 
905

Additional paid-in capital
 
624,026

 
511,183

Accumulated other comprehensive loss
 
(5,197
)
 
(2,225
)
Accumulated deficit
 
(319,720
)
 
(215,921
)
Treasury stock, at cost
 
(652
)
 
(652
)
Total stockholders’ equity
 
299,428

 
293,290

Total liabilities and stockholders’ equity
 
$
475,285

 
$
422,686
























Condensed Consolidated Statements of Cash Flows
(In thousands; unaudited)
  
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Cash flows from operating activities
 
 
 
 
 
 

 
 
Net loss
 
$
(24,548
)
 
$
(24,478
)
 
$
(103,799
)
 
$
(84,052
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 

 
 

 
 

 
 

Depreciation and amortization
 
7,506

 
6,072

 
27,506

 
19,744

Share-based compensation
 
17,444

 
15,497

 
73,779

 
52,556

Excess tax benefit from share-based award activity
 
(204
)
 
(325
)
 
(337
)
 
(449
)
Other
 
1,884

 
932

 
3,106

 
1,457

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 

Accounts receivable
 
(26
)
 
(1,908
)
 
(11,808
)
 
(14,989
)
Prepaid expenses and other current assets
 
1,115

 
(1,349
)
 
(6,286
)
 
(5,510
)
Other assets and liabilities
 
(2,058
)
 
(1,582
)
 
(3,887
)
 
(3,204
)
Accounts payable
 
(1,266
)
 
3,936

 
(3,486
)
 
2,017

Accrued liabilities
 
2,616

 
(57
)
 
5,261

 
2,204

Accrued compensation and related benefits
 
5,243

 
4,061

 
6,055

 
1,706

Deferred revenue
 
12,822

 
9,482

 
38,418

 
33,853

Net cash provided by operating activities
 
20,528

 
10,281

 
24,522

 
5,333

Cash flows from investing activities
 
 
 
 
 
 
 
 
Purchases of property and equipment
 
(8,153
)
 
(8,758
)
 
(20,647
)
 
(22,989
)
Internal-use software development costs
 
(1,997
)
 
(1,157
)
 
(6,310
)
 
(4,705
)
Purchases of marketable securities
 
(32,408
)
 
(13,312
)
 
(249,048
)
 
(70,303
)
Proceeds from maturities of marketable securities
 
15,719

 
6,557

 
39,690

 
36,982

Proceeds from sale of marketable securities
 
14,707

 
2,501

 
53,951

 
32,152

Cash paid for the acquisition of WAC, net of cash acquired
 

 
(42,758
)
 

 
(42,758
)
Cash paid for the acquisition of Zopim, net of cash acquired
 

 

 

 
(1,100
)
Net cash used in investing activities
 
(12,132
)
 
(56,927
)
 
(182,364
)
 
(72,721
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
Proceeds from follow-on public offering, net of issuance costs
 

 
(16
)
 

 
190,094

Proceeds from exercise of employee stock options
 
5,526

 
4,836

 
25,412

 
10,609

Proceeds from employee stock purchase plan
 
2,300

 
2,283

 
11,004

 
9,526

Taxes paid related to net share settlement of equity awards
 
(177
)
 
(128
)
 
(803
)
 
(609
)
Excess tax benefit from share-based award activity
 
204

 
325

 
337

 
449

Principal payments on debt
 

 

 
(323
)
 
(6,952
)
Principal payments on capital lease obligations
 

 

 

 
(10
)
Net cash provided by financing activities
 
7,853

 
7,300

 
35,627

 
203,107

Effect of exchange rates changes on cash and cash equivalents
 
(161
)
 
187

 
(334
)
 
242

Net increase (decrease) in cash and cash equivalents
 
16,088

 
(39,159
)
 
(122,549
)
 
135,961

Cash and cash equivalents at the beginning of period
 
77,589

 
255,385

 
216,226

 
80,265

Cash and cash equivalents at the end of period
 
$
93,677

 
$
216,226

 
$
93,677

 
$
216,226















Non-GAAP Results
(In thousands, except per share data)
The following table shows Zendesk’s GAAP results reconciled to non-GAAP results included in this release.
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Reconciliation of gross profit and gross margin
 
 
 
 
 
 
 
 
GAAP gross profit
 
$
63,041

 
$
42,954

 
$
218,099

 
$
141,584

Plus: Share-based compensation
 
1,691

 
1,405

 
7,045

 
4,541

Plus: Employer tax related to employee stock transactions
 
106

 
31

 
383

 
175

Plus: Amortization of purchased intangibles
 
837

 
832

 
3,362

 
1,890

Plus: Amortization of share-based compensation capitalized in internal-use software
 
598

 
312

 
1,821

 
1,065

Non-GAAP gross profit
 
$
66,273

 
$
45,534

 
$
230,710

 
$
149,255

GAAP gross margin
 
71
 %
 
69
 %
 
70
 %
 
68
 %
Non-GAAP adjustments
 
4
 %
 
4
 %
 
4
 %
 
3
 %
Non-GAAP gross margin
 
75
 %
 
73
 %
 
74
 %
 
71
 %
 
 
 
 
 
 
 
 
 
Reconciliation of operating expenses
 
 
 
 
 
 
 
 
GAAP research and development
 
$
24,383

 
$
19,098

 
$
91,067

 
$
62,615

Less: Share-based compensation
 
(6,535
)
 
(5,930
)
 
(27,083
)
 
(19,414
)
Less: Employer tax related to employee stock transactions
 
(756
)
 
(69
)
 
(1,559
)
 
(415
)
Non-GAAP research and development
 
$
17,092

 
$
13,099

 
$
62,425

 
$
42,786

GAAP research and development as percentage of revenue
 
28
 %
 
30
 %
 
29
 %
 
30
 %
Non-GAAP research and development as percentage of revenue
 
19
 %
 
21
 %
 
20
 %
 
20
 %
 
 
 
 
 
 
 
 
 
GAAP sales and marketing
 
$
47,566

 
$
34,328

 
$
166,987

 
$
114,052

Less: Share-based compensation
 
(5,263
)
 
(4,604
)
 
(23,043
)
 
(14,759
)
Less: Employer tax related to employee stock transactions
 
(768
)
 
(174
)
 
(1,342
)
 
(474
)
Less: Amortization of purchased intangibles
 
(104
)
 
(103
)
 
(418
)
 
(346
)
Non-GAAP sales and marketing
 
$
41,431

 
$
29,447

 
$
142,184

 
$
98,473

GAAP sales and marketing as percentage of revenue
 
54
 %
 
55
 %
 
54
 %
 
55
 %
Non-GAAP sales and marketing as percentage of revenue
 
47
 %
 
47
 %
 
46
 %
 
47
 %
 
 
 
 
 
 
 
 
 
GAAP general and administrative
 
$
16,222

 
$
13,920

 
$
64,371

 
$
47,902

Less: Share-based compensation
 
(3,955
)
 
(3,559
)
 
(16,608
)
 
(13,842
)
Less: Employer tax related to employee stock transactions
 
(123
)
 
(73
)
 
(586
)
 
(387
)
Less: Transaction costs related to acquisition
 

 
(708
)
 

 
(998
)
Non-GAAP general and administrative
 
$
12,144

 
$
9,580

 
$
47,177

 
$
32,675

GAAP general and administrative as percentage of revenue
 
18
 %
 
22
 %
 
21
 %
 
23
 %
Non-GAAP general and administrative as percentage of revenue
 
14
 %
 
15
 %
 
15
 %
 
16
 %
 
 
 
 
 
 
 
 
 
Reconciliation of operating loss and operating margin
 
 
 
 
 
 
 
 
GAAP operating loss
 
$
(25,130
)
 
$
(24,393
)
 
$
(104,326
)
 
$
(82,985
)
Plus: Share-based compensation
 
17,444

 
15,498

 
73,779

 
52,556

Plus: Employer tax related to employee stock transactions
 
1,753

 
347

 
3,870

 
1,451

Plus: Amortization of purchased intangibles
 
941

 
935

 
3,780

 
2,236

Plus: Transaction costs related to acquisition
 

 
708

 

 
998

Plus: Amortization of share-based compensation capitalized in internal-use software
 
598

 
312

 
1,821

 
1,065

Non-GAAP operating loss
 
$
(4,394
)
 
$
(6,593
)
 
$
(21,076
)
 
$
(24,679
)
GAAP operating margin
 
(28
)%
 
(39
)%
 
(33
)%
 
(40
)%
Non-GAAP adjustments
 
23
 %
 
28
 %
 
26
 %
 
28
 %
Non-GAAP operating margin
 
(5
)%
 
(11
)%
 
(7
)%
 
(12
)%





 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Reconciliation of net loss
 
 
 
 
 
 
 
 
GAAP net loss
 
$
(24,548
)
 
$
(24,478
)
 
$
(103,799
)
 
$
(84,052
)
Plus: Share-based compensation
 
17,444

 
15,498

 
73,779

 
52,556

Plus: Employer tax related to employee stock transactions
 
1,753

 
347

 
3,870

 
1,451

Plus: Amortization of purchased intangibles
 
941

 
935

 
3,780

 
2,236

Plus: Transaction costs related to acquisition
 

 
708

 

 
998

Plus: Amortization of share-based compensation capitalized in internal-use software
 
598

 
312

 
1,821

 
1,065

Non-GAAP net loss
 
$
(3,812
)
 
$
(6,678
)
 
$
(20,549
)
 
$
(25,746
)
 
 
 
 
 
 
 
 
 
Reconciliation of net loss per share, basic and diluted
 
 
 
 
 
 
 
 
GAAP net loss per share, basic and diluted
 
$
(0.26
)
 
$
(0.27
)
 
$
(1.11
)
 
$
(0.99
)
Non-GAAP adjustments to net loss
 
0.22

 
0.20

 
0.89

 
0.69

Non-GAAP net loss per share, basic and diluted
 
$
(0.04
)
 
$
(0.07
)
 
$
(0.22
)
 
$
(0.30
)
 
 
 
 
 
 
 
 
 
Weighted-average shares used to compute net loss per share,
basic and diluted
 
95,793

 
89,073

 
93,161

 
84,926

 
 
 
 
 
 
 
 
 
Computation of free cash flow
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
20,528

 
$
10,281

 
$
24,522

 
$
5,333

Less: purchases of property and equipment
 
(8,153
)
 
(8,758
)
 
(20,647
)
 
(22,989
)
Less: internal-use software development costs
 
(1,997
)
 
(1,157
)
 
(6,310
)
 
(4,705
)
Free cash flow
 
$
10,378

 
$
366

 
$
(2,435
)
 
$
(22,361
)






About Non-GAAP Financial Measures
 
To provide investors and others with additional information regarding Zendesk’s results, the following non-GAAP financial measures were disclosed: non-GAAP gross profit and gross margin, non-GAAP operating expenses, non-GAAP operating loss and operating margin, non-GAAP net loss, non-GAAP net loss per share, basic and diluted, and free cash flow.

Specifically, Zendesk excludes the following from its historical and prospective non-GAAP financial measures, as applicable:

Share-based Compensation and Amortization of Share-based Compensation Capitalized in Internal-use Software: Zendesk utilizes share-based compensation to attract and retain employees. It is principally aimed at aligning their interests with those of its stockholders and at long-term retention, rather than to address operational performance for any particular period. As a result, share-based compensation expenses vary for reasons that are generally unrelated to financial and operational performance in any particular period.

Employer Tax Related to Employee Stock Transactions: Zendesk views the amount of employer taxes related to its employee stock transactions as an expense that is dependent on its stock price, employee exercise and other award disposition activity, and other factors that are beyond Zendesk’s control. As a result, employer taxes related to its employee stock transactions vary for reasons that are generally unrelated to financial and operational performance in any particular period.

Amortization of Purchased Intangibles and Acquisition Related Expenses: Zendesk views amortization of purchased intangible assets, including the amortization of the cost associated with an acquired entity’s developed technology, as items arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is an expense that is not typically affected by operations during any particular period. Zendesk views acquisition related expenses as events that are not necessarily reflective of operational performance during a period. In particular, Zendesk believes the consideration of measures that exclude such expenses can assist in the comparison of operational performance in different periods which may or may not include such expenses.

Zendesk provides disclosures regarding its free cash flow, which is defined as net cash from operating activities, less purchases of property and equipment and internal-use software development costs. Zendesk uses free cash flow, among other measures, to evaluate the ability of its operations to generate cash that is available for purposes other than capital expenditures and capitalized software development costs. Zendesk believes that information regarding free cash flow provides investors with an important perspective on the cash available to fund ongoing operations.

Zendesk’s disclosures regarding its expectations for its non-GAAP operating margin include adjustments to its expectations for its GAAP operating margin that exclude the expected share-based compensation and related expenses and amortization of purchased intangibles excluded from its expectations for non-GAAP operating loss as compared to its expectation for GAAP operating loss for the same period. 


Zendesk’s disclosures regarding its expectations for its non-GAAP gross margin include adjustments to its expectations for its GAAP gross margin that exclude share-based compensation and related expenses in Zendesk’s cost of revenue and amortization of purchased intangibles related to developed technology. The share-based compensation and related expenses excluded due to such adjustments are primarily comprised of the share-based compensation and related expenses for employees associated with Zendesk’s platform infrastructure, product support, and professional service organizations.

Zendesk does not provide a reconciliation of its non-GAAP gross margin guidance to GAAP gross margin for future periods because Zendesk does not provide guidance on the reconciling items between GAAP gross margin and non-GAAP gross margin, as a result of the uncertainty regarding, and the potential variability of, these items. The actual amount of such reconciling items will have a significant impact on Zendesk’s non-GAAP gross margin and, accordingly, a reconciliation of GAAP gross margin to non-GAAP gross margin guidance for the period is not available without unreasonable effort.

Zendesk uses non-GAAP financial information to evaluate its ongoing operations and for internal planning and forecasting purposes. Zendesk's management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Zendesk presents such non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Zendesk's operating results. Zendesk believes these non-GAAP financial measures are useful because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making. This allows investors and others to better understand and evaluate Zendesk’s operating results and future prospects in the same manner as management.






Zendesk's management believes it is useful for itself and investors to review, as applicable, both GAAP information that may include items such as share-based compensation and related expenses, amortization of purchased intangibles, transaction costs related to acquisitions, and the non-GAAP measures that exclude such information in order to assess the performance of Zendesk's business and for planning and forecasting in subsequent periods. When Zendesk uses such a non-GAAP financial measure with respect to historical periods, it provides a reconciliation of the non-GAAP financial measure to the most closely comparable GAAP financial measure. When Zendesk uses such a non-GAAP financial measure in a forward-looking manner for future periods, and a reconciliation is not determinable without unreasonable effort, Zendesk provides the reconciling information that is determinable without unreasonable effort and identifies the information that would need to be added or subtracted from the non-GAAP measure to arrive at the most directly comparable GAAP measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed above.

About Operating Metrics
 
Zendesk reviews a number of operating metrics to evaluate its business, measure performance, identify trends, formulate business plans, and make strategic decisions. These include the number of paid customer accounts on Zendesk Support, Zendesk Chat, and its other products, dollar-based net expansion rate, monthly recurring revenue represented by its churned customers, and the percentage of its monthly recurring revenue from Support originating from customers with more than 100 agents on Support.

Zendesk defines the number of paid customer accounts at the end of any particular period as the sum of (i) the number of accounts on Support, exclusive of its legacy Starter plan, free trials or other free services, (ii) the number of accounts using Chat, exclusive of free trials or other free services, and (iii) the number of accounts on all of its other products, exclusive of free trials and other free services, each as of the end of the period and as identified by a unique account identifier. Use of Support, Chat, and Zendesk’s other products requires separate subscriptions and each of these accounts are treated as a separate paid customer account. Existing customers may also expand their utilization of Zendesk’s products by adding new accounts and a single consolidated organization or customer may have multiple accounts across each of Zendesk’s products to service separate subsidiaries, divisions, or work processes. Each of these accounts is also treated as a separate paid customer account.


Zendesk’s dollar-based net expansion rate provides a measurement of its ability to increase revenue across its existing customer base through expansion of authorized agents associated with a paid customer account, upgrades in subscription plans, and the purchase of additional products as offset by churn, contraction in authorized agents associated with a paid customer account, and downgrades in subscription plans. Zendesk’s dollar-based net expansion rate is based upon monthly recurring revenue for a set of paid customer accounts on its products. Monthly recurring revenue for a paid customer account is a legal and contractual determination made by assessing the contractual terms of each paid customer account, as of the date of determination, as to the revenue Zendesk expects to generate in the next monthly period for that paid customer account, assuming no changes to the subscription and without taking into account any one-time discounts or any platform usage above the subscription base, if any, that may be applicable to such subscription. Monthly recurring revenue is not determined by reference to historical revenue, deferred revenue, or any other United States generally accepted accounting principles, or GAAP, financial measure over any period. It is forward-looking and contractually derived as of the date of determination.

Zendesk calculates its dollar-based net expansion rate by dividing the retained revenue net of contraction and churn by Zendesk’s base revenue. Zendesk defines its base revenue as the aggregate monthly recurring revenue across its products for customers with paid customer accounts on Support or Chat as of the date one year prior to the date of calculation. Zendesk defines the retained revenue net of contraction and churn as the aggregate monthly recurring revenue across its products for the same customer base included in the measure of base revenue at the end of the annual period being measured. The dollar-based net expansion rate is also adjusted to eliminate the effect of certain activities that Zendesk identifies involving the transfer of agents between paid customer accounts, consolidation of customer accounts, or the split of a single paid customer account into multiple paid customer accounts. In addition, the dollar-based net expansion rate is adjusted to include paid customer accounts in the customer base used to determine retained revenue net of contraction and churn that share common corporate information with customers in the customer base that are used to determine the base revenue. Giving effect to this consolidation results in Zendesk’s dollar-based net expansion rate being calculated across approximately 79,600 customers, as compared to the approximately 94,300 total paid customer accounts as of December 31, 2016.


To the extent that Zendesk can determine that the underlying customers do not share common corporate information, Zendesk does not aggregate paid customer accounts associated with reseller and other similar channel arrangements for the purposes of determining its dollar-based net expansion rate. While not material, Zendesk believes the failure to account for these activities would otherwise skew the dollar-based net expansion metrics associated with customers that maintain multiple paid customer accounts across its products and paid customer accounts associated with reseller and other similar channel arrangements.







Zendesk does not currently incorporate operating metrics associated with its analytics product into its measurement of dollar-based net expansion rate.
For a more detailed description of how Zendesk calculates its dollar-based net expansion rate, please refer to Zendesk’s periodic reports filed with the Securities and Exchange Commission.

Zendesk calculates its monthly recurring revenue represented by its churned customers on an annualized basis by dividing base revenue associated with paid customer accounts on Support that churn, either by termination of the subscription or failure to renew, during the annual period being measured, by Zendesk’s base revenue. Zendesk’s monthly recurring revenue represented by its churned customers excludes expansion or contraction associated with paid customer accounts on Support and the effect of upgrades or downgrades in subscription plan. The monthly recurring revenue represented by its churned customers is adjusted to exclude paid customer accounts that churned from the customer base used that share common corporate information with customer accounts that did not churn from the customer base during the annual period being measured. While not material, Zendesk believes the failure to make this adjustment could otherwise skew the monthly recurring revenue represented by its churned customers as a result of customers that maintain multiple paid customer accounts on Support.

Zendesk’s percentage of monthly recurring revenue from Support that is generated by customers with 100 or more agents on Support is determined by dividing the monthly recurring revenue from Support for paid customer accounts with more than 100 agents on Support as of the measurement date by the monthly recurring revenue from Support for all paid customer accounts on Support as of the measurement date. Zendesk determines the customers with 100 or more agents on Support as of the measurement date based on the number of activated agents on Support at the measurement date and includes adjustments to aggregate paid customer accounts that share common corporate information.

Zendesk determines the annualized value of a contract by annualizing the monthly recurring revenue for such contract.


Zendesk does not currently incorporate operating metrics associated with products other than Support into its measurement of monthly recurring revenue represented by its churned customers or the percentage of monthly recurring revenue from Support that is generated by customers with 100 or more agents on Support.


Zendesk’s freemium plans include its legacy Starter plan for Support, its Lite plan for Chat, and its Inbox service for facilitating and simplifying email collaboration on group email aliases. Zendesk believes these services provide exposure to its brand and establish a relationship that can facilitate further adoption of Support and Chat as organizations grow in size and their service needs grow more complex. A customer account on Zendesk’s freemium plans is considered active based on whether functionality of the service has been utilized within the 90-day period preceding the measurement date. A single consolidated organization or customer may have multiple freemium customer accounts across each of Support, Chat, and Zendesk’s Inbox service. Each of these accounts is treated as a separate customer account on Zendesk’s freemium products.

Source: Zendesk, Inc.

Contact:
Zendesk, Inc.
Investor Contact:
Marc Cabi, +1 415-852-3877
ir@zendesk.com

or

Media Contact:
Heather Meeker, +1 415-310-9551
press@zendesk.com