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): October 30, 2018

	
 	
ZENDESK, INC.
(Exact name of Registrant as Specified in Its Charter)

	

	
					
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)	
Registrant’s Telephone Number, Including Area Code: 415.418.7506

	
 	
(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):

		
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
o	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 or Rule 12b-2 of the Securities Exchange Act of 1934.    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.     ¨

	

Item 2.02. Results of Operations and Financial Condition.

On October 30, 2018, Zendesk, Inc. (the “Company”) issued a press release announcing its results for the quarter ended September 30, 2018. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company also issued a letter to its shareholders announcing its financial results for the quarter ended September 30, 2018 (the “Shareholder Letter”).  The full text of the Shareholder Letter is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.

Item 7.01. Regulation FD Disclosure.

On October 30, 2018, Mikkel Svane, Chief Executive Officer of the Company, will make the graphic included with this Current Report on Form 8-K as Exhibit 99.3 available to the public. This graphic will also be available for viewing at the Company’s investor website, investor.zendesk.com, although the Company reserves the right to discontinue that availability at any time.

The information in this Item 7.01 (including Exhibit 99.3) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
99.1    Press Release issued by Zendesk, Inc., dated October 30, 2018.
99.2    Letter to Shareholders, dated October 30, 2018.
99.3    October 2018 Update.

SIGNATURES

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 thereunto duly authorized.

	

 	 	 	
Zendesk, Inc.	
(Registrant)	
 	 	
By:	 	/s/ Elena Gomez	
 	 	Elena Gomez	
 	 	Chief Financial Officer
(Principal Financial and Accounting Officer)	
October 30, 2018

Exhibit Index

		
Exhibit No.	Description	
99.1	Press Release issued by Zendesk, Inc., dated October 30, 2018.	
99.2	Letter to Shareholders, dated October 30, 2018.	
99.3	October 2018 Update.	

Exhibit 99.1
ZENDESK ANNOUNCES THIRD QUARTER 2018 RESULTS
 
Highlights

•	Third quarter revenue increased 38% year over year to $154.8 million	
		
•	Third quarter GAAP operating loss of $34.2 million and non-GAAP operating income of $3.8 million	
		
•	Jeff Titterton appointed as chief marketing officer in October 2018	

SAN FRANCISCO – October 30, 2018 – Zendesk, Inc. (NYSE: ZEN) today reported financial results for the fiscal quarter ended September 30, 2018 , and released a Shareholder Letter on its investor relations website at https://investor.zendesk.com. All results and guidance are based on the revenue recognition standard ASC 606.

Results for the Third Quarter 2018
 
Revenue was $154.8 million for the quarter ended September 30, 2018 , an increase of 38% over the prior year period. GAAP net loss for the quarter ended September 30, 2018 was $34.1 million , and GAAP net loss per share (basic and diluted) was $0.32 . Non-GAAP net income was $9.9 million , and non-GAAP net income per share (basic and diluted) was $0.09 . Non-GAAP net income excludes approximately $33.6 million in share-based compensation and related expenses (including $1.8 million of employer tax related to employee stock transactions and $0.4 million of amortization of share-based compensation capitalized in internal-use software), $6.0 million of amortization of debt discount and issuance costs, $3.3 million of acquisition-related expenses, and $1.2 million of amortization of purchased intangibles. GAAP net loss per share for the quarter ended September 30, 2018 was based on 106.1 million weighted average shares outstanding (basic and diluted), and non-GAAP net income per share for the quarter ended September 30, 2018 was based on 106.1 million weighted average shares outstanding (basic) and 113.8 million weighted average shares outstanding (diluted).

Appointment of Jeff Titterton as Chief Marketing Officer

Zendesk today announced the appointment of Jeff Titterton as chief marketing officer. Jeff has served as senior vice president, marketing since May 2017. In his new role, he will expand the marketing team and work to build even stronger connections between our products and marketing and deeper relationships with our customers.

“As CMO, Jeff will continue to grow the sophistication of our marketing team as we scale to be a multi-billion dollar revenue company over the long-term,” said Mikkel Svane, Zendesk CEO, chairman and founder.

Outlook

As of October 30, 2018, Zendesk provided guidance for the quarter ending December 31, 2018 and updated its guidance for the year ending December 31, 2018.
 
For the quarter ending December 31, 2018, Zendesk expects to report:
		
•	Revenue in the range of $164.0 - 166.0 million	
		
•	GAAP operating income (loss) in the range of $(39.0) - (41.0) million, which includes share-based compensation and related expenses of approximately $36.4 million, amortization of purchased intangibles of approximately $2.1 million, and acquisition-related expenses of approximately $1.5 million	
		
•	Non-GAAP operating income (loss) in the range of $(1.0) - 1.0 million, which excludes share-based compensation and related expenses of approximately $36.4 million, amortization of purchased intangibles of approximately $2.1 million, and acquisition-related expenses of approximately $1.5 million	
		
•	Approximately 107.4 million weighted average shares outstanding (basic)	
		
•	Approximately 114.3 million weighted average shares outstanding (diluted)	

For the full year ending December 31, 2018, Zendesk expects to report:
		
•	Revenue in the range of $591.0 - 593.0 million	
		
•	GAAP operating income (loss) in the range of $(143.0) - (141.0) million, which includes share-based compensation and related expenses of approximately $130.2 million, amortization of purchased intangibles of approximately $4.7 million, and acquisition-related expenses of approximately $6.1 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 $130.2 million, amortization of purchased intangibles of approximately $4.7 million, and acquisition-related expenses of approximately $6.1 million	

		
•	Approximately 105.5 million weighted average shares outstanding (basic)	
		
•	Approximately 115.0 million weighted average shares outstanding (diluted)	
		
•	Free cash flow in the range of $28.0 - 30.0 million	

We have not reconciled free cash flow guidance to net cash from operating activities for the full year 2018 because we do not provide guidance on the reconciling items between net cash from operating activities and free cash flow, 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 our free cash flow and, accordingly, a reconciliation of net cash from operating activities to free cash flow for the full year 2018 is not available without unreasonable effort.

Zendesk’s estimates of share-based compensation and related expenses, amortization of purchased intangibles, acquisition-related expenses, weighted average shares outstanding, and free cash flow 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.

Shareholder Letter and 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, October 30, 2018, 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 833-287-0801, or +1 647-689-4460 (outside the U.S. and Canada). The conference ID is 3698067. A replay of the call via webcast will be available at https://investor.zendesk.com or by dialing 800-585-8367 or +1 416-621-4642 (outside the U.S. and Canada) and entering passcode 3698067. The dial-in replay will be available until the end of day November 1, 2018. The webcast replay will be available for 12 months.

About Zendesk

The best customer experiences are built with Zendesk. Zendesk’s powerful and flexible customer service and engagement platform scales to meet the needs of any business, from startups and small businesses to growth companies and enterprises. Zendesk serves businesses across a multitude of industries, with more than 125,000 paid customer accounts offering service and support in more than 30 languages. Headquartered in San Francisco, Zendesk operates worldwide with 16 offices in North America, 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 toward 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 ability to effectively expand its sales capabilities; (iv) Zendesk’s ability to effectively market and sell its products to larger enterprises; (v) 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; (vi) the intensely competitive market in which Zendesk operates and the difficulty that Zendesk may have in competing 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) Zendesk’s ability to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions; (x) Zendesk’s ability to effectively manage its growth and organizational change; (xi) potential breaches in Zendesk’s security measures or unauthorized access to its customers’ data; (xii) potential service interruptions or performance problems associated with Zendesk’s technology and infrastructure; (xiii) real or perceived errors, failures, or bugs in its products; (xiv) Zendesk’s substantial reliance on its customers renewing their subscriptions and purchasing additional subscriptions; and (xv) Zendesk’s ability to accurately forecast expenditures on third-party managed hosting services.

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 June 30, 2018. 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

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 September 30,	 	Nine Months Ended September 30,	
 	 	2018	 	2017	 	2018	 	2017	
 	 		 	* As adjusted	 		 	* As adjusted	
Revenue	 	$	154,828		 	$	112,265		 	$	426,501		 	$	308,249		
Cost of revenue	 	46,992		 	33,693		 	130,207		 	92,463		
Gross profit	 	107,836		 	78,572		 	296,294		 	215,786		
Operating expenses:	 	 	 	 	 	 	 	 	
Research and development	 	40,410		 	29,358		 	115,118		 	84,512		
Sales and marketing	 	74,270		 	54,383		 	208,778		 	151,064		
General and administrative	 	27,357		 	21,398		 	73,809		 	59,503		
Total operating expenses	 	142,037		 	105,139		 	397,705		 	295,079		
Operating loss	 	(34,201	)	 	(26,567	)	 	(101,411	)	 	(79,293	)	
Other income (expense), net	 	 	 	 	 	 	 	 	
Interest income	 	4,561		 	923		 	9,906		 	2,463		
Interest expense	 	(6,375	)	 	—		 	(13,427	)	 	—		
Other expense, net	 	(463	)	 	(304	)	 	(194	)	 	(1,118	)	
Total other income (expense), net	 	(2,277	)	 	619		 	(3,715	)	 	1,345		
Loss before benefit from income taxes	 	(36,478	)	 	(25,948	)	 	(105,126	)	 	(77,948	)	
Benefit from income taxes	 	(2,334	)	 	(133	)	 	(7,291	)	 	(785	)	
Net loss	 	$	(34,144	)	 	$	(25,815	)	 	$	(97,835	)	 	$	(77,163	)	
Net loss per share, basic and diluted	 	$	(0.32	)	 	$	(0.26	)	 	$	(0.93	)	 	$	(0.78	)	
Weighted-average shares used to compute net loss per share, basic and diluted	 	106,143		 	100,659		 	104,954		 	99,203		
*Adjusted to reflect the adoption of ASC 606.

Condensed Consolidated Balance Sheets
(In thousands, except par value; unaudited)

	
									
 	 	September 30,
2018	 	December 31,
2017	
 	 	 	 	*As adjusted	
Assets	 	 	 	 	
Current assets:	 	 	 	 	
Cash and cash equivalents	 	$	157,158		 	$	109,370		
Marketable securities	 	293,598		 	137,576		
Accounts receivable, net of allowance for doubtful accounts of $2,862 and $1,252 as of September 30, 2018 and December 31, 2017, respectively	 	82,935		 	57,096		
Deferred costs	 	21,183		 	15,771		
Prepaid expenses and other current assets	 	34,287		 	24,165		
Total current assets	 	589,161		 	343,978		
Marketable securities, noncurrent	 	360,350		 	97,447		
Property and equipment, net	 	72,335		 	59,157		
Deferred costs, noncurrent	 	22,175		 	15,395		
Goodwill and intangible assets, net	 	148,886		 	67,034		
Other assets	 	11,157		 	8,359		
Total assets	 	$	1,204,064		 	$	591,370		
Liabilities and stockholders’ equity	 	 	 	 	
Current liabilities:	 	 	 	 	
Accounts payable	 	$	29,270		 	$	5,307		
Accrued liabilities	 	38,699		 	21,876		
Accrued compensation and related benefits	 	39,158		 	29,017		
Deferred revenue	 	222,936		 	173,147		
Total current liabilities	 	330,063		 	229,347		
Convertible senior notes, net	 	452,075		 	—		
Deferred revenue, noncurrent	 	2,551		 	1,213		
Other liabilities	 	14,598		 	6,626		
Total liabilities	 	799,287		 	237,186		
 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	
Preferred stock, par value $0.01 per share	 	—		 	—		
Common stock, par value $0.01 per share	 	1,066		 	1,031		
Additional paid-in capital	 	905,386		 	753,568		
Accumulated other comprehensive loss	 	(5,797	)	 	(2,372	)	
Accumulated deficit	 	(495,878	)	 	(398,043	)	
Total stockholders’ equity	 	404,777		 	354,184		
Total liabilities and stockholders’ equity	 	$	1,204,064		 	$	591,370		
*Adjusted to reflect the adoption of ASC 606.

Condensed Consolidated Statements of Cash Flows
(In thousands; unaudited)

	
									
 	 	Three Months Ended September 30,	
 	 	2018	 	2017	
 	 		 	*As adjusted	
Cash flows from operating activities	 	 		 	 		
Net loss	 	$	(34,144	)	 	$	(25,815	)	
Adjustments to reconcile net loss to net cash provided by operating activities:	 	 	 	 	
Depreciation and amortization	 	8,530		 	8,131		
Share-based compensation	 	31,446		 	22,376		
Amortization of deferred costs	 	5,594		 	3,734		
Amortization of debt discount and issuance costs	 	6,015		 	—		
Other	 	566		 	22		
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	(12,825	)	 	(10,420	)	
Prepaid expenses and other current assets	 	(2,742	)	 	(2,263	)	
Deferred costs	 	(9,137	)	 	(5,986	)	
Other assets and liabilities	 	1,285		 	(1,919	)	
Accounts payable	 	10,341		 	3,428		
Accrued liabilities	 	(4,503	)	 	2,655		
Accrued compensation and related benefits	 	(1,633	)	 	109		
Deferred revenue	 	16,951		 	13,293		
Net cash provided by operating activities	 	15,744		 	7,345		
Cash flows from investing activities	 	 	 	 	
Purchases of property and equipment	 	(7,096	)	 	(4,058	)	
Internal-use software development costs	 	(1,389	)	 	(1,922	)	
Purchases of marketable securities	 	(342,415	)	 	(52,954	)	
Proceeds from maturities of marketable securities	 	37,239		 	27,274		
Proceeds from sales of marketable securities	 	31,927		 	7,401		
Cash paid for the acquisition of FutureSimple, net of cash acquired	 	(79,363	)	 	—		
Net cash used in investing activities	 	(361,097	)	 	(24,259	)	
Cash flows from financing activities	 	 	 	 	
Issuance costs related to convertible senior notes	 	(54	)	 	—		
Proceeds from exercises of employee stock options	 	3,507		 	3,375		
Proceeds from employee stock purchase plan	 	6,050		 	3,841		
Other	 	55		 	(652	)	
Net cash provided by financing activities	 	9,558		 	6,564		
Effect of exchange rate changes on cash, cash equivalents and restricted cash	 	(19	)	 	9		
Net decrease in cash, cash equivalents and restricted cash	 	(335,814	)	 	(10,341	)	
Cash, cash equivalents and restricted cash at beginning of period	 	494,397		 	104,512		
Cash, cash equivalents and restricted cash at end of period	 	$	158,583		 	$	94,171		
*Adjusted to reflect the adoption of ASC 606 and ASU 2016-18.

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 September 30,	 	Nine Months Ended September 30,	
 	2018	 	2017	 	2018	 	2017	
 		 	*As adjusted	 		 	*As adjusted	
Reconciliation of gross profit and gross margin	 	 	 	 	 	 	 	
GAAP gross profit	$	107,836		 	$	78,572		 	$	296,294		 	$	215,786		
Plus: Share-based compensation	3,929		 	2,408		 	10,500		 	6,668		
Plus: Employer tax related to employee stock transactions	238		 	98		 	794		 	400		
Plus: Amortization of purchased intangibles	918		 	848		 	2,142		 	2,597		
Plus: Amortization of share-based compensation capitalized in internal-use software	366		 	479		 	1,084		 	1,357		
Plus: Acquisition-related expenses	$	38		 	$	—		 	$	38		 	$	—		
Non-GAAP gross profit	$	113,325		 	$	82,405		 	$	310,852		 	$	226,808		
GAAP gross margin	70	 %	 	70	 %	 	69	 %	 	70	 %	
Non-GAAP adjustments	3	 %	 	3	 %	 	4	 %	 	4	 %	
Non-GAAP gross margin	73	 %	 	73	 %	 	73	 %	 	74	 %	
 	 	 	 	 	 	 	 	
Reconciliation of operating expenses	 	 	 	 	 	 	 	
GAAP research and development	$	40,410		 	$	29,358		 	$	115,118		 	$	84,512		
Less: Share-based compensation	(10,677	)	 	(7,776	)	 	(30,436	)	 	(22,274	)	
Less: Employer tax related to employee stock transactions	(673	)	 	(252	)	 	(2,057	)	 	(1,156	)	
Less: Acquisition-related expenses	(1,006	)	 	(261	)	 	(1,793	)	 	(436	)	
Non-GAAP research and development	$	28,054		 	$	21,069		 	$	80,832		 	$	60,646		
GAAP research and development as percentage of revenue	26	 %	 	26	 %	 	27	 %	 	27	 %	
Non-GAAP research and development as percentage of revenue	18	 %	 	19	 %	 	19	 %	 	20	 %	
 	 	 	 	 	 	 	 	
GAAP sales and marketing	$	74,270		 	$	54,383		 	$	208,778		 	$	151,064		
Less: Share-based compensation	(10,261	)	 	(6,573	)	 	(27,447	)	 	(17,981	)	
Less: Employer tax related to employee stock transactions	(561	)	 	(195	)	 	(1,635	)	 	(809	)	
Less: Amortization of purchased intangibles	(237	)	 	(135	)	 	(404	)	 	(360	)	
Less: Acquisition-related expenses	(307	)	 	(281	)	 	(870	)	 	(468	)	
Non-GAAP sales and marketing	$	62,904		 	$	47,199		 	$	178,422		 	$	131,446		
GAAP sales and marketing as percentage of revenue	48	 %	 	48	 %	 	49	 %	 	49	 %	
Non-GAAP sales and marketing as percentage of revenue	41	 %	 	42	 %	 	42	 %	 	43	 %	
 	 	 	 	 	 	 	 	
GAAP general and administrative	$	27,357		 	$	21,398		 	$	73,809		 	$	59,503		
Less: Share-based compensation	(6,579	)	 	(5,619	)	 	(18,198	)	 	(15,502	)	
Less: Employer tax related to employee stock transactions	(283	)	 	(109	)	 	(872	)	 	(512	)	
Less: Acquisition-related expenses	(1,908	)	 	—		 	(1,908	)	 	(522	)	
Non-GAAP general and administrative	$	18,587		 	$	15,670		 	$	52,831		 	$	42,967		
GAAP general and administrative as percentage of revenue	18	 %	 	19	 %	 	17	 %	 	19	 %	
Non-GAAP general and administrative as percentage of revenue	12	 %	 	14	 %	 	12	 %	 	14	 %	
 	 	 	 	 	 	 	 	
Reconciliation of operating income (loss) and operating margin	 	 	 	 	 	 	 	
GAAP operating loss	$	(34,201	)	 	$	(26,567	)	 	$	(101,411	)	 	$	(79,293	)	
Plus: Share-based compensation	31,446		 	22,376		 	86,581		 	62,425		
Plus: Employer tax related to employee stock transactions	1,755		 	654		 	5,358		 	2,877		
Plus: Amortization of purchased intangibles	1,155		 	983		 	2,546		 	2,957		
Plus: Acquisition-related expenses	3,259		 	542		 	4,609		 	1,426		
Plus: Amortization of share-based compensation capitalized in internal-use software	366		 	479		 	1,084		 	1,357		
Non-GAAP operating income (loss)	$	3,780		 	$	(1,533	)	 	$	(1,233	)	 	$	(8,251	)	
GAAP operating margin	(22	)%	 	(24	)%	 	(24	)%	 	(26	)%	
Non-GAAP adjustments	24	 %	 	23	 %	 	24	 %	 	23	 %	
Non-GAAP operating margin	2	 %	 	(1	)%	 	—	 %	 	(3	)%	

	
																
 	Three Months Ended September 30,	 	Nine Months Ended September 30,	
 	2018		2017	 	2018	 	2017	
 		 	*As adjusted	 		 	*As adjusted	
Reconciliation of net income (loss)	 	 	 	 	 	 	 	
GAAP net loss	$	(34,144	)	 	$	(25,815	)	 	$	(97,835	)	 	$	(77,163	)	
Plus: Share-based compensation	31,446		 	22,376		 	86,581		 	62,425		
Plus: Employer tax related to employee stock transactions	1,755		 	654		 	5,358		 	2,877		
Plus: Amortization of purchased intangibles	1,155		 	983		 	2,546		 	2,957		
Plus: Acquisition-related expenses	3,259		 	542		 	4,609		 	1,426		
Plus: Amortization of share-based compensation capitalized in internal-use software	366		 	479		 	1,084		 	1,357		
Plus: Amortization of debt discount and issuance costs	6,015		 	—		 	12,665		 	—		
Non-GAAP net income (loss)	$	9,852		 	$	(781	)	 	$	15,008		 	$	(6,121	)	
 	 	 	 	 	 	 	 	
Reconciliation of net income (loss) per share, basic	 	 	 	 	 	 	 	
GAAP net loss per share, basic	$	(0.32	)	 	$	(0.26	)	 	$	(0.93	)	 	$	(0.78	)	
Non-GAAP adjustments to net loss	0.41		 	0.25		 	1.07		 	0.72		
Non-GAAP net income (loss) per share, basic	$	0.09		 	$	(0.01	)	 	$	0.14		 	$	(0.06	)	
 	 	 	 	 	 	 	 	
Reconciliation of net income (loss) per share, diluted	 	 	 	 	 	 	 	
GAAP net loss per share, diluted	$	(0.32	)	 	$	(0.26	)	 	$	(0.93	)	 	$	(0.78	)	
Non-GAAP adjustments to net loss	0.41		 	0.25		 	1.06		 	0.72		
Non-GAAP net income (loss) per share, diluted	$	0.09		 	$	(0.01	)	 	$	0.13		 	$	(0.06	)	
 	 	 	 	 	 	 	 	
Weighted-average shares used in GAAP per share calculation, basic and diluted	106,143		 	100,659		 	104,954		 	99,203		
 	 	 	 	 	 	 	 	
Weighted-average shares used in non-GAAP per share calculation	 	 	 	 	 	 	 	
Basic	106,143		 	100,659		 	104,954		 	99,203		
Diluted	113,752		 	100,659		 	111,413		 	99,203		
 	 	 	 	 	 	 	 	
Computation of free cash flow	 	 	 	 	 	 	 	
Net cash provided by operating activities	$	15,744		 	$	7,345		 	$	55,682		 	$	24,922		
Less: purchases of property and equipment	(7,096	)	 	(4,058	)	 	(27,132	)	 	(13,334	)	
Less: internal-use software development costs	(1,389	)	 	(1,922	)	 	(5,550	)	 	(5,237	)	
Free cash flow	$	7,259		 	$	1,365		 	$	23,000		 	$	6,351		
*Adjusted to reflect the adoption of ASC 606.

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 income (loss) and operating margin, non-GAAP net income (loss), non-GAAP net income (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 : 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.

Acquisition-Related Expenses : Zendesk views acquisition-related expenses, such as transaction costs, integration costs, restructuring costs, and acquisition-related retention payments, including amortization of acquisition-related retention payments capitalized in internal-use software, 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.

Amortization of Debt Discount and Issuance Costs : In March 2018, Zendesk issued $575 million of convertible senior notes due in 2023, which bear interest at an annual fixed rate of 0.25%. The imputed interest rate of the convertible senior notes was approximately 5.26%. This is a result of the debt discount recorded for the conversion feature that is required to be separately accounted for as equity, and debt issuance costs, which reduce the carrying value of the convertible debt instrument. The debt discount is amortized as interest expense together with the issuance costs of the debt. The expense for the amortization of debt discount and debt issuance costs is a non-cash item, and we believe the exclusion of this interest expense will provide for a more useful comparison of our operational performance in different periods.

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 has not reconciled free cash flow guidance to net cash from operating activities for the year ending December 31, 2018 because Zendesk does not provide guidance on the reconciling items between net cash from operating activities and free cash flow, 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 free cash flow and, accordingly, a reconciliation of net cash from operating activities to free cash flow for the year ending December 31, 2018 is not available without unreasonable effort.

Zendesk does not provide a reconciliation of its non-GAAP operating margin guidance to GAAP operating margin for future periods beyond the current fiscal year because Zendesk does not provide guidance on the reconciling items between GAAP operating margin and non-GAAP operating margin for such periods, 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 operating margin and, accordingly, a reconciliation of GAAP operating margin to non-GAAP operating margin guidance for such periods is not available without unreasonable effort.

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, amortization of purchased intangibles primarily related to developed technology, and acquisition-related expenses. 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 infrastructure and customer experience organization.

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 debt discount and issuance costs, amortization of purchased intangibles, and acquisition-related expenses, 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 100 or more 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. In the quarter ended June 30, 2018, Zendesk began to offer an omnichannel subscription, which provides access to multiple products through a single paid customer account, Zendesk Suite. All of the Suite paid customer accounts are included in the number of accounts on all of Zendesk’s other products and are not included in the number of paid customer accounts using Support or Chat. Other than usage of Zendesk’s products through its omnichannel subscription offering, the 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. Other than usage of Zendesk’s products through its omnichannel subscription offering, each of these accounts is also treated as a separate paid customer account. Zendesk does not currently include accounts on its sales force automation product, Base, in its determination of the number of paid customer accounts.

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 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 108,500 customers, as compared to the approximately 133,700 total paid customer accounts as of September 30, 2018.

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, its Connect product, or Base 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’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 100 or more 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 the percentage of monthly recurring revenue from Support that is generated by customers with 100 or more agents on Support.

Source: Zendesk, Inc.

Contact:

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

or

Media Contact:
Analisa Schelle, +1 510-292-5410

press@zendesk.com

Exhibit 99.2 Shareholder Letter Q3 2018 October 30, 2018 Zendesk Shareholder Letter Q3 2018 - 1

 

Chief Introduction Executive Officer We closed the third quarter of 2018 with $154.8M strong revenue growth of 38% year over Q3 2018 Revenue year, driven by healthy market dynamics and a dedicated focus on executing against our key priorities. With the recent introduction 38% of The Zendesk Suite, continued product Y/Y Revenue Growth innovation, and enhanced sales and marketing initiatives, we’re seeing great growth across MIKKEL SVANE our regions and our customer base, from small With The Zendesk Suite, our core omnichannel and midsized customers to larger enterprise offering, we expanded our leadership in Chief customers. Companies that want to transform customer experience by making it easier for Financial their businesses by focusing on the customer businesses to use a broader set of Zendesk Officer experience turn to Zendesk as the technology products and offer a more seamless cross- partner to make that transition. channel experience to their customers. Our results in the third quarter—our first full quarter We made solid moves upmarket this quarter, of selling The Suite—exceeded our expectations aided by a strong pipeline of opportunities in terms of customer count and average deal with larger organizations, better productivity size. We believe The Suite is solidifying our across our go-to-market teams, and favorable leadership position with small and midsized market dynamics for software focused on businesses, while also opening more doors for ELENA GOMEZ customer experience. Our key enterprise conversations about omnichannel solutions with metrics continued to advance during the current and prospective enterprise customers. Strategy quarter, showing our ability to close larger-sized & Investor deals—both in terms of agent count and annual Relations contract value. The percentage of our Zendesk Support MRR from customers with 100 or more Support agents was 40%, up three percentage points compared to a year ago. In addition to new customer acquisition, the land-and-expand opportunity continues to be a powerful growth driver. MARC CABI Note: All results and guidance in this letter are based on the new revenue recognition standard ASC 606. Zendesk Shareholder Letter Q3 2018 - 2

 

We are scaling to be a multi-billion dollar Third Quarter of 2018 revenue company long-term and are making (in thousands, except per share data) the necessary investments in products, people, Three Months Ended September 30, and infrastructure. As part of our long-term GAAP results 2018 2017 product strategy to help businesses improve the *as adjusted customer experience across all channels and Revenue $ 154,828 $ 112,265 touchpoints, we acquired the company behind Gross profit 107,836 78,572 Base in September, which extends our footprint Gross margin 69.6% 70.0% into a new area of the customer journey: the Operating loss $ (34,201) $ (26,567) Operating margin -23.7% sales process. -22.1% Net loss $ (34,144) $ (25,815) We continued to hire great talent to fuel our Net loss per share, basic and diluted $ (0.32) $ (0.26) growth. We recently expanded our global employee base to more than 2,600 people and Non-GAAP results upgraded to new offices in Tokyo and Madison. Non-GAAP gross profit $ 113,325 $ 82,405 We also continued our investments in cloud Non-GAAP gross margin 73.2% 73.4% services-based infrastructure to enhance our Non-GAAP operating income (loss) $ 3,780 $ (1,533) Non-GAAP operating margin 2.4% -1.4% flexibility and agility as we scale. Non-GAAP net income (loss) $ 9,852 $ (781) Non-GAAP net income (loss) per share, basic and diluted $ 0.09 $ (0.01) *Adjusted to reflect the adoption of ASC 606. Zendesk Shareholder Letter Q3 2018 - 3

 

Enterprise Momentum Our upmarket momentum continued this quarter, as we made progress expanding into larger organizations. The percentage of our Support MRR generated by customers with 100 or more Support agents was 40% in the third quarter, up from 38% in the second quarter and 37% a year ago. With more than 14,000 employees in 26 countries, RPM In addition to seasonal patterns that drive more upmarket activity during the International Inc. is a world leader in specialty coatings, third and fourth quarters, we believe three key factors are helping to advance sealants, and building materials. RPM manufactures our enterprise performance: a healthy market for digital transformations that well-known brands that include Tremco, Day-Glo, DAP, center around the customer experience, advances in our product offerings, and and Rust-Oleum. RPM has used Zendesk since 2013 to successful execution. provide IT, HR, legal, field service, and facilities support for thousands of employees. The responsiveness of The market for customer experience software remains robust, driven by their teams has earned agents a satisfaction score companies’ desire to modernize in order to meet the customer experience of 97%. expectations of today’s buyers. Many companies are encumbered by legacy architectures that make it difficult to deliver the kinds of experiences their customers demand. Zendesk offers an opportunity for such companies to augment—and often overlay—legacy solutions with something more modern, so they can interact with their customers in all the channels customers expect as choices for contacting companies today. Zendesk also offers an opportunity to consolidate disparate customer data to gain a better and more holistic view of each customer. More modern companies founded on the principles of exceptional customer service have always been among the most consistent and innovative Zendesk customers, and these companies continue to expand their use of our products as they redefine what it means to provide a great customer experience. As we prioritize the product innovations on our roadmap, we remain focused on the enterprise. Over the past two years, we have built enterprise-level capabilities in our largest products and designed workflow and collaboration features for large, complex organizations. Thanks to our product innovation, we can deliver solutions for a growing number of larger and more intricate use cases across existing and new customers. Zendesk Shareholder Letter Q3 2018 - 4

 

Our leadership teams in sales and pre-sales consulting have executed strongly in 2018. Our transition from product-based to solutions-based selling allows Zendesk to land bigger and more complex opportunities. We continue to mature Formed from a merger of two rival companies in 1905, our enterprise go-to-market capabilities. Ingersoll Rand began as a tool supplier before expanding Additionally, strengthening our partner into a global conglomerate that produces everything ecosystem will extend our capabilities even from compressed air systems to utility vehicles. Using further and open new enterprise opportunities. the Zendesk API and apps framework, Ingersoll Rand While our platform is easy to implement and has built custom integrations to unify several backend scale, large digital transformations are complex systems into Zendesk Support, helping streamline and require system integrators and consulting the submission of warranty claims, parts ordering, resources. We are, therefore, growing the team and communication with repair centers. The company that is focused on worldwide partners and also uses Zendesk Guide to house its library of digital channel activities. manuals. Since implementing Zendesk, their customer satisfaction has improved 35%. Headquartered in Paris, Drivy is a carsharing service that operates in France, Germany, Spain, the United Kingdom, Austria, and Belgium. A Zendesk customer since 2013, Drivy’s support team upgraded 109 agents to The Zendesk Suite in May to better support omnichannel inquiries from clients and partners. Since then, Drivy has boosted efficiency by dramatically improving agent reactivity. For example, the company’s average response time in Germany and Spain has decreased 87%. Zendesk Shareholder Letter Q3 2018 - 5

 

Omnichannel Our recent omnichannel efforts have elevated our competitive and leadership position within the customer experience technology market. Consumers want to interact with companies on their own terms, across channels. They demand that their conversations with a business be seamless across any and all media they chose—whether a phone call, an instant message, a chat, or an email. Many companies—both large and small—continue to struggle with providing a consistent and responsive customer experience across a variety of channels. Often their processes or software are not designed for integrated, cross- channel interactions. With Zendesk, businesses can easily implement and provide unified omnichannel experiences for their customers, whether they use The Zendesk Suite, our omnichannel bundle, or their own customized mix of our products to best serve their needs. In the third quarter, The Suite continued to have strong sales and significantly exceeded our expectations. By providing an easier purchase option, we believe The Suite has delivered on our objective of achieving a higher average sale price per customer. We believe customers that purchase The Suite also have the potential for much higher retention given the ease with which they can use it to provide the omnichannel experience customers expect. Although early in its launch, we are excited about the potential of our current omnichannel offerings, including The Suite, and of future bundles that may be created as we launch a broader product portfolio. Zendesk Shareholder Letter Q3 2018 - 6

 

As part of our omnichannel strategy, we launched integrations with WhatsApp and Discord during the quarter. Our integration with WhatsApp (currently in limited access) allows businesses to manage customer service interactions and engage with customers directly on WhatsApp. By extending customer support capabilities to WhatsApp, businesses that use Zendesk can now reach WhatsApp’s 1.5 billion users to provide faster and more proactive support. Our integration with Discord makes it easier for game developers and publishers to solve customer service issues directly in Discord without interrupting game time. With the launch of this integration, gamers or community moderators can now open a Zendesk support ticket directly from Discord —a fast-growing, free voice, video, and text chat application used by millions of gamers daily. . Zendesk Shareholder Letter Q3 2018 - 7

 

Base As part of our long-term product strategy to help businesses serve their customers across a broader spectrum of the buyer journey, we acquired FutureSimple Inc., the company behind Base, in September. Base is modern, easy-to-use, feature-rich, sales force automation software that was built on public cloud infrastructure and designed to help salespeople do their jobs more effectively and easily. We believe the addition of sales software to our product portfolio is a natural extension into other parts of the customer experience market. Last year, we launched an integration with Base, and feedback among customers who use the integration was very positive. Over time, we plan to integrate sales software into the Zendesk family of products, paving the way for a more complete set of solutions and a broader small and midsized business offering, providing access to a new set of customers, and fueling our continued move upmarket into the enterprise. We consider this acquisition an investment for long-term growth instead of short-term monetization and believe it will provide a runway for growth beyond 2020. As part of the acquisition, FutureSimple’s employees joined the Zendesk team, including employees in San Francisco and a development team located in Kraków, Poland. We believe Zendesk and Base are a natural fit as we share a common philosophy: the belief that products should be built first and foremost for the people who actually use them. Zendesk’s products did this for customer support agents, and Base did this for salespeople. Importantly, we both believe in removing complexity from tools by making beautifully simple software designed to make it easy for daily users to provide great customer experiences—and building that software on public cloud infrastructure. Zendesk Shareholder Letter Q3 2018 - 8

 

Guide Availability in Mobile Zendesk is committed to delivering software capabilities that provide great customer experiences. There is a growing demand for bots that provide instant and cost-effective resolutions to customers, 24 hours a day, seven days a week. This quarter, Zendesk expanded its bot capabilities with the addition of an Answer Bot API and Mobile SDK. These will allow developers and partners to embed Answer Bot’s AI-powered automation and self- service in their websites, products, or mobile apps. Zendesk Shareholder Letter Q3 2018 - 9

 

Customer Events We host a variety of customer events to discuss best practices and innovations in the customer experience industry, strengthen relationships with current and prospective customers, and improve customers’ knowledge of and engagement with our products. We recently finished our global eight-city Future of Customer Experience series with events held in Mexico City, New York, Dallas, Chicago, London, São Paulo, Singapore, and Melbourne. These events were intimate and localized for our customers and prospects in these key regions. They also complemented our upmarket and omnichannel goals by allowing us to tie our newest product launches with customer experience trends. We were very pleased with the success of these events, which were attended by nearly 5,000 current and prospective customers, and we plan to expand the series to additional cities in 2019. In November, we are hosting Zendesk Relate, our annual global user conference, in San Francisco. Relate will provide three days of talks, trainings, and activities focused on best practices in customer experience. The event will include more than 50 sessions and 200-plus speakers, with topics such as collaborating with chatbots; handling customer conflict; delivering dynamic experiences with an open, modern platform; translating metrics for the c-suite; transforming your support from transactional to consultative; scaling with smart self-service; and modernizing the customer experience. Additionally, we will be hosting an analyst and investor briefing at this event. Zendesk Shareholder Letter Q3 2018 - 10

 

Timeline % of Support MRR from Paid Customer Accounts with 100+ Support Agents Employee Count The Future of Customer Experience ot e rk rk aulo er B xico City w Yo w Yo unch cquisition ão P ondon Singapor Melbourne Base A Answ La Ne Me Ne Dallas L Chicago S 37% 2000 38% 2600 40% Q ot e* e* ol s at at unch rpris e rpris e rpris e er B eader L unches unches La te te te o Office Opening Opening La La En En En ky ation To Answ Gartner M Dublin EMEA HQ Opening To $500M Annual $600M Annual Madison Office enue Run R enue Run R Multi-language llabor Rev Rev Co & & + The Zendesk Suite Note: Timeline not to scale *Annual run rate is based on annualizing our quarterly revenue Zendesk Shareholder Letter Q3 2018 - 11

 

Scaling for the Future Leadership As we scale for the future and work toward our long-term goal of being a multi-billion dollar revenue company, it is imperative that our product, sales, and marketing teams continue to innovate and collaborate. We recently bolstered our investment in marketing by promoting Jeff Titterton to chief marketing officer and expanding our marketing team. Jeff will work to build even stronger connections between our product and marketing initiatives and deeper relationships with our customers so we can achieve our long-term goals. Chief Global Research and Development Team Marketing We continue to expand our global R&D team, which now has more than 700 employees— Officer up from 530 at the start of this year—with meaningful R&D team presence both domestically and internationally. While we are headquartered in San Francisco, two thirds of our R&D employees are located outside of California. Our multiple locations around the globe help us scale faster and hire top R&D talent from around the world. Tokyo Office In September, we expanded our footprint in Japan and moved into a new office in the heart of Tokyo’s Chuo City. The Tokyo office will be a hub for Zendesk’s national sales and marketing team. It also features a dedicated event space for customer meetings, JEFF TITTERTON training, workshops, and networking events, such as the Zenlab user community group, which helps businesses of all sizes and industries embrace the future of customer experience. Madison Office In mid-October, we upgraded to our new Madison, Wisconsin office and Midwest regional hub in a newly renovated space in the heart of downtown. Since first establishing a presence in Madison with five people in 2013, the office has expanded to nearly 300 employees with capacity to grow to more than 400 as the company continues to hire and invest locally. Zendesk Shareholder Letter Q3 2018 - 12

 

Madison offers a vibrant tech and business community and an abundance of talent that supports our growth in the region and globally. The Zendesk Madison office is home to the Global Customer Advocacy organization as well as members of our engineering, sales, customer success, corporate social responsibility, and business and technology operations teams. Data Center Transitions We are progressing with our migration of customers’ accounts from co-located data centers to AWS cloud infrastructure, with the vast majority of our customers now on AWS. We now expect to complete the full migration during the first half of 2019, giving us more time to carefully move some of our biggest customers and to avoid transitions during the interaction-heavy fourth quarter. Our co-located data center wind-down will begin as we move remaining customers to AWS. Our investments in cloud services-based infrastructure ensure Zendesk maintains flexibility and agility as we scale and serve our customers with a modern, open platform. Zendesk Shareholder Letter Q3 2018 - 13

 

Customers Among the customers to join or expand with us recently are: Catawiki Maui Jim An online auction company that features unusual, A U.S.-based designer and manufacturer of rare, and exceptional objects polarized sunglasses CyberAgent notebooksbilliger.de An internet media company and pioneer of An ecommerce retailer for digital notebooks and internet business in Japan other consumer electronics Drivy Pioneer DJ A car rental marketplace operating in several Pioneer Corporation’s DJ products brand European countries RPM International Homebridge Financial Services A world leader in specialty coatings, sealants, A financial services firm that specializes in home and building materials mortgage solutions Supernova Hotel Tonight A social ecommerce company creating innovative An app for last-minute deals on hotels around health, beauty, and fitness products the world Yext Ingersoll Rand A digital knowledge management platform A global, diversified industrial manufacturer JCDecaux An international outdoor advertising company Jackson Hewitt A U.S. tax service firm based in New Jersey JapanTaxi A mobile app for cab rides in Japan Zendesk Shareholder Letter Q3 2018 - 14

 

Operating Metrics % of Total Quarter-Ending Support MRR from paid customer accounts with 100+ Support agents A key metric we use to gauge our penetration within larger organizations is represented by the percentage of Support MRR generated by customers with 100 or more Support agents. That percentage was approximately 40% at the end of the third quarter of 2018, up from 38% at the end of the second quarter of 2018 and up from 37% at the end of the Q3 2018 third quarter of 2017. 100+ Agents As a proxy of our success with upmarket opportunities, we measure our number of contracts signed with an annual value of $50,000 or greater. In the third quarter of 2018, the 40% number of these contracts we closed was approximately 15% greater than in the third quarter of 2017, and the average value of these contracts was greater compared to a year ago. Our dollar-based net expansion rate, which we use to quantify our annual expansion within existing customers, was 118% at the end of the third quarter, compared to 119% Dollar-Based Net Expansion Rate at the end of the second quarter of 2018. Our dollar-based net expansion rate was 118% at the end of the third quarter of 2017. Consistent with expectations in prior quarters, we believe a healthy dollar-based net expansion rate for Zendesk is 110% - 120%. Zendesk Shareholder Letter Q3 2018 - 15

 

employees are valued, seen, and supported; In Dublin, Zendesk and SaaStock launched an Community and Culture Women at Zendesk celebrates women at every inclusivity pledge at the SaaStock Conference At Zendesk, we believe in being a good neighbor level of their careers; and Women in Engineering. 2018, a diversity pledge that will bring a and creating equity within the workplace, more diverse slate of speakers to SaaStock As part of our efforts to promote diversity and communities, and society. We do this by investing conferences. We believe this marks another inclusion in our communities, in August we in our communities through the Zendesk step forward on the journey of making the tech pledged $1 million over four years to The Center Neighbor Foundation and our global social ecosystem more diverse. for Equity, Gender, and Leadership (EGAL) at impact program by contributing financial support the Haas School of Business at the University of and volunteer resources toward important social California, Berkeley. EGAL is educating equity issues such as poverty, elder care, and diversity fluent leaders to ignite and accelerate change. and inclusion. Equity fluent leaders understand the value of Zendesk employees around the world have different lived experiences and courageously use committed to giving six hours of their time their power to address barriers, increase access, volunteering in their communities in 2018. Year- and drive change for positive impact. to-date, Zendesk employees volunteered more than 13,500 hours in their communities, and the Zendesk Neighbor Foundation donated more Products Pricing Solutions Demos Customers Resources Get Started than $668,000 to community organizations. Diversity and inclusion are important to DIVERSITY AND INCLUSION Zendesk’s culture. It’s about our employees knowing that they’re valued where they work. People first Employees at Zendesk work hard to build a culture where everyone belongs. Equal access, opportunity, and belonging are necessary to Astha Craig Allison cultivate a sustainable and meaningful culture. Employee Resource Groups play a vital role in creating communities that bring us together and ensure we feel supported. We currently have four groups: Mosaic, which is a collective that encourages people of color at Zendesk Dipesh Anthony Solu to embrace and celebrate their differences; Zendesk Pride ensures that all LGBTQ+ Zendesk Shareholder Letter Q3 2018 - 16

 

Select Financial Measures (In millions, except per share data) Three Months Ended September 30, Comments September 30, June 30, 2018 2018 2017 *as adjusted GAAP results Strong and balanced growth between small and midsized businesses and enterprise drove solid revenue growth of 38%. The Zendesk Suite, during its first full quarter of selling, Revenue $ 154.8 $ 141.9 $ 112.3 achieved results well over our planned expectations as de- fined by customer count and average deal size. Q3 revenue includes minimal contribution from Base, with approximately three weeks of revenue recognition. Gross margin for 2018 continues to be negatively impacted as we transition services from our co-located data centers to cloud infrastructure. We anticipate completing the migration Gross margin 69.6% 68.9% 70.0% during the first half of 2019. Revenue upside provided some degree of offset to pressure during Q3. Additionally, gross margin contribution from business related to Base is expect- ed to be below our overall gross margin. Operating loss $ (34.2) $ (33.6) $ (26.6) Improved approximately 160 bps q/q and y/y largely due to scale as revenue growth outpaced operating expense Operating margin -22.1% -23.7% -23.7% growth and more than offset gross margin pressures. Near term, we expect some pressure on operating margin due to Base acquisition. Non-GAAP results Non-GAAP gross margin for 2018 continues to be negatively impacted as we transition services from our co-located data centers to cloud infrastructure. We anticipate completing the Non-GAAP gross margin 73.2% 72.2% 73.4% migration during the first half of 2019. Revenue upside provid- ed some degree of offset to pressure during Q3. Additionally, gross margin contribution from business related to Base is expected to be below our overall gross margin. Non-GAAP operating income (loss) $ 3.8 $ (2.0) $ (1.5) Improved approximately 380 bps q/q and y/y largely due to scale as revenue growth outpaced operating expense Non-GAAP operating margin 2.4% -1.4% -1.4% growth and more than offset y/y declines in gross margin. Near term, we expect some pressure on Non-GAAP operat- ing margin due to the business related to Base. *Adjusted to reflect the adoption of ASC 606. *Quarter-over-quarter comparisons (q/q) are for the three months ended September 30, 2018, compared to the three months ended June 30, 2018. *Year-over-year comparisons (y/y) are for the three months ended September 30, 2018, compared to the three months ended September 30, 2017. Zendesk Shareholder Letter Q3 2018 - 17

 

Select Financial Measures (In millions, except per share data) Three Months Ended September 30 Comments September 30, June 30, 2018 2018 2017 *as adjusted Other financial measures Net cash provided by operating activities $ 15.7 $ 23.7 $ 7.3 Net cash provided by operating activities, less purchases of prop- Free cash flow (non-GAAP) $ 7.3 $ 8.7 $ 1.4 erty and equipment and internal-use software development costs Increased in 2018 largely due to issuance of $575 million in convertible notes, net of issuance costs; Decreased sequentially Cash and cash equivalents $ 157.2 $ 492.8 $ 92.6 due to acquisition related to Base and purchase of marketable securities Increased in 2018 driven by purchases of marketable securities, Marketable securities, current and noncurrent $ 653.9 $ 380.3 $ 224.2 funded primarily by proceeds from convertible notes noted above Non-GAAP results exclude the following Increased q/q and y/y largely due to higher headcount, higher Share-based compensation and related expenses $ 33.6 $ 30.2 $ 23.5 stock price, and timing of awards Amortization of purchased intangibles $ 1.2 $ 0.7 $ 1.0 Acquisition-related expenses $ 3.3 $ 0.7 $ 0.5 *Adjusted to reflect the adoption of ASC 606. *Quarter-over-quarter comparisons (q/q) are for the three months ended September 30, 2018, compared to the three months ended June 30, 2018. *Year-over-year comparisons (y/y) are for the three months ended September 30, 2018, compared to the three months ended September 30, 2017. Zendesk Shareholder Letter Q3 2018 - 18

 

We have not reconciled free cash flow guidance to net cash from operating Guidance activities for the full year 2018 because we do not provide guidance on the For the quarter ending December 31, 2018, we expect to report: reconciling items between net cash from operating activities and free cash flow, as a result of the uncertainty regarding, and the potential variability • Revenue in the range of $164.0-166.0 million of, these items. The actual amount of such reconciling items will have a • GAAP operating income (loss) in the range of $(39.0) - (41.0) million, which significant impact on our free cash flow and, accordingly, a reconciliation of includes share-based compensation and related expenses of approxi- mately $36.4 million, amortization of purchased intangibles of approxi- net cash from operating activities to free cash flow for the full year 2018 is mately $2.1 million, and acquisition-related expenses of approximately not available without unreasonable effort. $1.5 million Zendesk’s estimates of share-based compensation and related expenses, • Non-GAAP operating income (loss) in the range of $(1.0) - 1.0 million, amortization of purchased intangibles, acquisition-related expenses, which excludes share-based compensation and related expenses of weighted average shares outstanding, and free cash flow in future periods approximately $36.4 million, amortization of purchased intangibles of approximately $2.1 million, and acquisition-related expenses of approxi- assume, among other things, the occurrence of no additional acquisitions, mately $1.5 million investments or restructurings, and no further revisions to share-based • Approximately 107.4 million weighted average shares outstanding (basic) compensation and related expenses. • Approximately 114.3 million weighted average shares outstanding (diluted) For the full year ending December 31, 2018, we expect to report: • Revenue in the range of $591.0-593.0 million • GAAP operating income (loss) in the range of $(143.0) - (141.0) million, which includes share-based compensation and related expenses of approximately $130.2 million, amortization of purchased intangibles of approximately $4.7 million, and acquisition-related expenses of approxi- mately $6.1 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 $130.2 million, amortization of purchased intangibles of approximately $4.7 million, and acquisition-related expenses of approxi- mately $6.1 million • Approximately 105.5 million weighted average shares outstanding (basic) • Approximately 115.0 million weighted average shares outstanding (diluted) • Free cash flow in the range of $28.0 - 30.0 million Zendesk Shareholder Letter Q3 2018 - 19

 

Three Months Ended Nine Months Ended Condensed consolidated September 30, September 30, statements of operations 2018 2017 2018 2017 *as adjusted *as adjusted (In thousands, except per Revenue $ 154,828 $112,265 $ 426,501 $308,249 share data; unaudited) Cost of revenue 46,992 33,693 130,207 92,463 Gross profit 107,836 78,572 296,294 215,786 Operating expenses: Research and development 40,410 29,358 115,118 84,512 Sales and marketing 74,270 54,383 208,778 151,064 General and administrative 27,357 21,398 73,809 59,503 Total operating expenses 142,037 105,139 397,705 295,079 Operating loss (34,201) (26,567) (101,411) (79,293) Other income (expense), net Interest income 4,561 923 9,906 2,463 Interest expense (6,375) - (13,427) - Other expense, net (463) (304) (194) (1,118) Total other income (expense), net (2,277) 619 (3,715) 1,345 Loss before benefit from income taxes (36,478) (25,948) (105,126) (77,948) Benefit from income taxes (2,334) (133) (7,291) (785) Net loss $ (34,144) $ (25,815) $ (97,835) $ (77,163) Net loss per share, basic and diluted $ (0.32) $ (0.26) $ (0.93) $ (0.78) Weighted-average shares used to compute net loss per share, basic and diluted 106,143 100,659 104,954 99,203 *Adjusted to reflect adoption of ASC 606 Zendesk Shareholder Letter Q3 2018 - 20

 

Septermber 30, December 31, 2018 2017 *as adjusted Condensed consolidated Assets balance sheets Current assets: Cash and cash equivalents $ 157,158 $ 109,370 (In thousands, except par Marketable securities 293,598 137,576 value; unaudited) Accounts receivable, net of allowance for doubtful accounts of $2,862 and $1,252 as of Septermber 30, 2018 and December 31, 82,935 57,096 2017, respectively Deferred costs 21,183 15,771 Prepaid expenses and other current assets 34,287 24,165 Total current assets 589,161 343,978 Marketable securities, noncurrent 360,350 97,447 Property and equipment, net 72,335 59,157 Deferred costs, noncurrent 22,175 15,395 Goodwill and intangible assets, net 148,886 67,034 Other assets 11,157 8,359 Total assets $ 1,204,064 $ 591,370 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 29,270 $ 5,307 Accrued liabilities 38,699 21,876 Accrued compensation and related benefits 39,158 29,017 Deferred revenue 222,936 173,147 Total current liabilities 330,063 229,347 Convertible senior notes, net 452,075 — Deferred revenue, noncurrent 2,551 1,213 Other liabilities 14,598 6,626 Total liabilities 799,287 237,186 Stockholders’ equity: Preferred stock, par value $0.01 per share — — Common stock, par value $0.01 per share 1,066 1,031 Additional paid-in capital 905,386 753,568 Accumulated other comprehensive loss (5,797) (2,372) Accumulated deficit (495,878) (398,043) *Adjusted to reflect adoption of ASC 606 Total stockholders’ equity 404,777 354,184 Total liabilities and stockholders’ equity $ 1,204,064 $ 591,370

 

Three Months Ended Septemeber 30, 2018 2017 Condensed consolidated *as adjusted statements of cash flows Cash flows from operating activities (In thousands; unaudited) Net loss $ (34,144) $ (25,815) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 8,530 8,131 Share-based compensation 31,446 22,376 Amortization of deferred costs 5,594 3,734 Amortization of debt discount and issuance costs 6,015 - Other 566 22 Changes in operating assets and liabilities: Accounts receivable (12,825) (10,420) Prepaid expenses and other current assets (2,742) (2,263) Deferred costs (9,137) (5,986) Other assets and liabilities 1,285 (1,919) Accounts payable 10,341 3,428 Accrued liabilities (4,503) 2,655 Accrued compensation and related benefits (1,633) 109 Deferred revenue 16,951 13,293 Net cash provided by operating activities 15,744 7,345 Cash flows from investing activities Purchases of property and equipment (7,096) (4,058) Internal-use software development costs (1,389) (1,922) Purchases of marketable securities (342,415) (52,954) Proceeds from maturities of marketable securities 37,239 27,274 Proceeds from sales of marketable securities 31,927 7,401 Cash paid for the acquisition of FutureSimple, net of cash acquired (79,363) - Net cash used in investing activities (361,097) (24,259) Cash flows from financing activities Issuance costs related to convertible senior notes (54) - Proceeds from exercises of employee stock options 3,507 3,375 Proceeds from employee stock purchase plan 6,050 3,841 Other 55 (652) Net cash provided by financing activities 9,558 6,564 Effect of exchange rate changes on cash, cash equivalents and restricted cash (19) 9 Net decrease in cash, cash equivalents and restricted cash (335,814) (10,341) Cash, cash equivalents and restricted cash at beginning of period 494,397 104,512 Cash, cash equivalents and restricted cash at end of period $ 158,583 94,171 *Adjusted to reflect adoption of ASC 606 and ASU 2016-18 Zendesk Shareholder Letter Q3 2018 - 22

 

Three Months Ended Nine Months Ended Non-GAAP results September 30, September 30, 2017 2018 2018 2017 (In thousands, except per *as adjusted *as adjusted share data) Reconciliation of gross profit and gross margin GAAP gross profit $ 107,836 $ 78,572 $ 296,294 $ 215,786 The following table shows Plus: Share-based compensation 3,929 2,408 10,500 6,668 Zendesk’s GAAP results Plus: Employer tax related to employee stock transactions 238 98 794 400 reconciled to non-GAAP Plus: Amortization of purchased intangibles 918 848 2,142 2,597 results included in this letter. Plus: Amortization of share-based compensation capitalized in internal-use software 366 479 1,084 1,357 Plus: Acquisition-related expenses 38 — 38 — Non-GAAP gross profit $ 113,325 $ 82,405 $ 310,852 $ 226,808 GAAP gross margin 70% 70% 69% 70% Non-GAAP adjustments 3% 3% 4% 4% Non-GAAP gross margin 73% 73% 73% 74% Reconciliation of operating expenses GAAP research and development $ 40,410 $ 29,358 $ 115,118 $ 84,512 Less: Share-based compensation (10,677) (7,776) (30,436) (22,274) Less: Employer tax related to employee stock transactions (673) (252) (2,057) (1,156) Less: Acquisition-related expenses (1,006) (261) (1,793) (436) Non-GAAP research and development $ 28,054 $ 21,069 $ 80,832 $ 60,646 GAAP research and development as percentage of revenue 26% 26% 27% 27% Non-GAAP research and development as percentage of revenue 18% 19% 19% 20% GAAP sales and marketing $ 74,270 $ 54,383 $ 208,778 $ 151,064 Less: Share-based compensation (10,261) (6,573) (27,447) (17,981) Less: Employer tax related to employee stock transactions (561) (195) (1,635) (809) Less: Amortization of purchased intangibles (237) (135) (404) (360) Less: Acquisition-related expenses (307) (281) (870) (468) Non-GAAP sales and marketing $ 62,904 $ 47,199 $ 178,422 $ 131,446 GAAP sales and marketing as percentage of revenue 48% 48% 49% 49% Non-GAAP sales and marketing as percentage of revenue 41% 42% 42% 43% *Adjusted to reflect adoption of ASC 606 Zendesk Shareholder Letter Q3 2018 - 23

 

(continued...) Three Months Ended Nine Months Ended September 30, September 30, Non-GAAP results 2018 2017 2018 2017 (In thousands, except per *as adjusted *as adjusted share data) GAAP general and administrative $ 27,357 $ 21,398 $ 73,809 $ 59,503 Less: Share-based compensation (6,579) (5,619) (18,198) (15,502) The following table shows Less: Employer tax related to employee stock transactions (283) (109) (872) (512) Zendesk’s GAAP results Less: Acquisition-related expenses (1,908) — (1,908) (522) reconciled to non-GAAP Non-GAAP general and administrative $ 18,587 $ 15,670 $ 52,831 $ 42,967 GAAP general and administrative as percentage of revenue 18% 19% 17% 19% results included in this letter. Non-GAAP general and administrative as percentage of revenue 12% 14% 12% 14% Reconciliation of operating income (loss) and operating margin GAAP operating loss $ (34,201) $ (26,567) $ (101,411) $ (79,293) Plus: Share-based compensation 31,446 22,376 86,581 62,425 Plus: Employer tax related to employee stock transactions 1,755 654 5,358 2,877 Plus: Amortization of purchased intangibles 1,155 983 2,546 2,957 Plus: Acquisition-related expenses 3,259 542 4,609 1,426 Plus: Amortization of share-based compensation capitalized in inter- nal-use software 366 479 1,084 1,357 Non-GAAP operating income (loss) $ 3,780 $ (1,533) $ (1,233) $ (8,251) GAAP operating margin (22)% (24)% (24)% (26)% Non-GAAP adjustments 24% 23% 24% 23% Non-GAAP operating margin 2% (1)% 0% (3)% Reconciliation of net income (loss) GAAP net loss $ (34,144) $ (25,815) $ (97,835) $ (77,163) Plus: Share-based compensation 31,446 22,376 86,581 62,425 Plus: Employer tax related to employee stock transactions 1,755 654 5,358 2,877 Plus: Amortization of purchased intangibles 1,155 983 2,546 2,957 Plus: Acquisition-related expenses 3,259 542 4,609 1,426 Plus: Amortization of share-based compensation capitalized in internal-use software 366 479 1,084 1,357 Plus: Amortization of debt discount and issuance costs 6,015 — 12,665 — Non-GAAP net income (loss) $ 9,852 $ (781) $ 15,008 $ (6,121) *Adjusted to reflect adoption of ASC 606 Zendesk Shareholder Letter Q3 2018 - 24

 

(continued...) Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Non-GAAP results *as adjusted *as adjusted (In thousands, except per Reconciliation of net income (loss) per share, basic share data) GAAP net loss per share, basic $ (0.32) $ (0.26) $ (0.93) $ (0.78) Non-GAAP adjustments to net loss 0.41 0.25 1.07 0.72 The following table shows Non-GAAP net income (loss) per share, basic $ 0.09 $ (0.01) $ 0.14 $ (0.06) Zendesk’s GAAP results reconciled to non-GAAP Reconciliation of net income (loss) per share, diluted results included GAAP net loss per share, diluted $ (0.32) $ (0.26) $ (0.93) $ (0.78) in this letter. Non-GAAP adjustments to net loss 0.41 0.25 1.06 0.72 Non-GAAP net income (loss) per share, diluted $ 0.09 $ (0.01) $ 0.13 $ (0.06) Weighted-average shares used in GAAP per share calculation, basic 106,143 100,659 104,954 99,203 and diluted Weighted-average shares used in non-GAAP per share calculation Basic 106,143 100,659 104,954 99,203 Diluted 113,752 100,659 111,413 99,203 Computation of free cash flow Net cash provided by operating activities $ 15,744 $ 7,345 $ 55,682 $ 24,922 Less: purchases of property and equipment (7,096) (4,058) (27,132) (13,334) Less: internal-use software development costs (1,389) (1,922) (5,550) (5,237) Free cash flow $ 7,259 $ 1,365 $ 23,000 $ 6,351 *Adjusted to reflect adoption of ASC 606 and ASU 2016-18 Zendesk Shareholder Letter Q3 2018 - 25

 

About Zendesk About Non-GAAP Financial Measures The best customer experiences are built with Zendesk. Zendesk’s powerful and flexible To provide investors and others with additional information regarding Zendesk’s results, the customer service and engagement platform scales to meet the needs of any business, following non-GAAP financial measures were disclosed: non-GAAP gross profit and gross from startups and small businesses to growth companies and enterprises. Zendesk serves margin, non-GAAP operating expenses, non-GAAP operating income (loss) and operating businesses across a multitude of industries, with more than 125,000 paid customer accounts margin, non-GAAP net income (loss), non-GAAP net income (loss) per share, basic and dilut- offering service and support in more than 30 languages. Headquartered in San Francisco, ed, and free cash flow. Zendesk operates worldwide with 16 offices in North America, Europe, Asia, Australia, and Specifically, Zendesk excludes the following from its historical and prospective non-GAAP South America. Learn more at www.zendesk.com. financial measures, as applicable: Forward-Looking Statements Share-based Compensation and Amortization of Share-based Compensation Capitalized This shareholder letter contains forward-looking statements, including, among other things, in Internal-use Software: Zendesk utilizes share-based compensation to attract and retain statements regarding Zendesk’s future financial performance, its continued investment to employees. It is principally aimed at aligning their interests with those of its stockholders grow its business, and progress toward its long-term financial objectives. The words such as and at long-term retention, rather than to address operational performance for any particular “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases period. As a result, share-based compensation expenses vary for reasons that are generally that denote future expectation or intent regarding Zendesk’s financial results, operations, and unrelated to financial and operational performance in any particular period. other matters are intended to identify forward-looking statements. You should not rely upon Employer Tax Related to Employee Stock Transactions: Zendesk views the amount of forward-looking statements as predictions of future events. employer taxes related to its employee stock transactions as an expense that is dependent The outcome of the events described in these forward-looking statements is subject to on its stock price, employee exercise and other award disposition activity, and other factors known and unknown risks, uncertainties, and other factors that may cause Zendesk’s actual that are beyond Zendesk’s control. As a result, employer taxes related to its employee stock results, performance, or achievements to differ materially, including (i) adverse changes in transactions vary for reasons that are generally unrelated to financial and operational perfor- general economic or market conditions; (ii) Zendesk’s ability to adapt its products to changing mance in any particular period. market dynamics and customer preferences or achieve increased market acceptance of its Amortization of Purchased Intangibles: Zendesk views amortization of purchased intangible products; (iii) Zendesk’s ability to effectively expand its sales capabilities; (iv) Zendesk’s ability assets, including the amortization of the cost associated with an acquired entity’s developed to effectively market and sell its products to larger enterprises; (v) Zendesk’s expectation that technology, as items arising from pre-acquisition activities determined at the time of an the future growth rate of its revenues will decline, and that, as its costs increase, Zendesk acquisition. While these intangible assets are evaluated for impairment regularly, amortization may not be able to generate sufficient revenues to achieve or sustain profitability; (vi) the of the cost of purchased intangibles is an expense that is not typically affected by operations intensely competitive market in which Zendesk operates and the difficulty that Zendesk may during any particular period. have in competing 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 Acquisition-Related Expenses: Zendesk views acquisition-related expenses, such as transac- and to support its products on a shared services platform; (ix) Zendesk’s ability to integrate tion costs, integration costs, restructuring costs, and acquisition-related retention payments, acquired businesses and technologies successfully or achieve the expected benefits of including amortization of acquisition-related retention payments capitalized in internal-use such acquisitions; (x) Zendesk’s ability to effectively manage its growth and organizational software, as events that are not necessarily reflective of operational performance during change; (xi) potential breaches in Zendesk’s security measures or unauthorized access to its a period. In particular, Zendesk believes the consideration of measures that exclude such customers’ data; (xii) potential service interruptions or performance problems associated with expenses can assist in the comparison of operational performance in different periods which Zendesk’s technology and infrastructure; (xiii) real or perceived errors, failures, or bugs in its may or may not include such expenses. products; (xiv) Zendesk’s substantial reliance on its customers renewing their subscriptions Amortization of Debt Discount and Issuance Costs: In March 2018, Zendesk issued $575 and purchasing additional subscriptions; and (xv) Zendesk’s ability to accurately forecast million of convertible senior notes due in 2023, which bear interest at an annual fixed rate of expenditures on third-party managed hosting services. 0.25%. The imputed interest rate of the convertible senior notes was approximately 5.26%. The forward-looking statements contained in this press release are also subject to additional This is a result of the debt discount recorded for the conversion feature that is required to risks, uncertainties, and factors, including those more fully described in Zendesk’s filings with be separately accounted for as equity, and debt issuance costs, which reduce the carrying the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for value of the convertible debt instrument. The debt discount is amortized as interest expense the quarter ended June 30, 2018. Further information on potential risks that could affect actu- together with the issuance costs of the debt. The expense for the amortization of debt al results will be included in the subsequent periodic and current reports and other filings that discount and debt issuance costs is a non-cash item, and we believe the exclusion of this Zendesk makes with the Securities and Exchange Commission from time to time, including its interest expense will provide for a more useful comparison of our operational performance in Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. different periods. Forward-looking statements represent Zendesk’s management’s beliefs and assumptions Zendesk provides disclosures regarding its free cash flow, which is defined as net cash from only as of the date such statements are made. Zendesk undertakes no obligation to update operating activities, less purchases of property and equipment and internal-use software any forward-looking statements made in this press release to reflect events or circumstances development costs. Zendesk uses free cash flow, among other measures, to evaluate the after the date of this press release or to reflect new information or the occurrence of unantici- ability of its operations to generate cash that is available for purposes other than capital pated events, except as required by law. expenditures and capitalized software development costs. Zendesk believes that informa- tion regarding free cash flow provides investors with an important perspective on the cash available to fund ongoing operations. Zendesk Shareholder Letter Q3 2018 - 26

 

Zendesk has not reconciled free cash flow guidance to net cash from operating activities for that would need to be added or subtracted from the non-GAAP measure to arrive at the most the year ending December 31, 2018 because Zendesk does not provide guidance on the directly comparable GAAP measure. Investors are encouraged to review the related GAAP reconciling items between net cash from operating activities and free cash flow, as a result financial measures and the reconciliation of these non-GAAP financial measures to their most of the uncertainty regarding, and the potential variability of, these items. The actual amount directly comparable GAAP financial measure as detailed above. of such reconciling items will have a significant impact on Zendesk’s free cash flow and, Non-GAAP gross margin for the second quarter of 2018 excludes $4.1 million in share-based accordingly, a reconciliation of net cash from operating activities to free cash flow for the year compensation and related expenses (including $0.4 million of amortization of share-based ending December 31, 2018 is not available without unreasonable effort. compensation capitalized in internal-use software and $0.3 million of employer tax related to Zendesk does not provide a reconciliation of its non-GAAP operating margin guidance to employee stock transactions), and $0.6 million of amortization of purchased intangibles. Non- GAAP operating margin for future periods beyond the current fiscal year because Zendesk GAAP operating loss and non-GAAP operating margin for the second quarter of 2018 exclude does not provide guidance on the reconciling items between GAAP operating margin and $30.2 million in share-based compensation and related expenses (including $1.7 million of non-GAAP operating margin for such periods, as a result of the uncertainty regarding, and employer tax related to employee stock transactions and $0.4 million of amortization of share- the potential variability of, these items. The actual amount of such reconciling items will have based compensation capitalized in internal-use software), $0.7 million of acquisition-related a significant impact on Zendesk’s non-GAAP operating margin and, accordingly, a reconcili- expenses, and $0.7 million of amortization of purchased intangibles. Free cash flow for the ation of GAAP operating margin to non-GAAP operating margin guidance for such periods is second quarter of 2018 includes cash used for purchases of property and equipment of $13.2 not available without unreasonable effort. million and internal-use software development costs of $1.8 million. Zendesk’s disclosures regarding its expectations for its non-GAAP gross margin include About Operating Metrics adjustments to its expectations for its GAAP gross margin that exclude share-based com- Zendesk reviews a number of operating metrics to evaluate its business, measure perfor- pensation and related expenses in Zendesk’s cost of revenue, amortization of purchased mance, identify trends, formulate business plans, and make strategic decisions. These include intangibles primarily related to developed technology, and acquisition-related expenses. The the number of paid customer accounts on Zendesk Support, Zendesk Chat, and its other share-based compensation and related expenses excluded due to such adjustments are products, dollar-based net expansion rate, monthly recurring revenue represented by its primarily comprised of the share-based compensation and related expenses for employees churned customers, and the percentage of its monthly recurring revenue from Support origi- associated with Zendesk’s infrastructure and customer experience organization. nating from customers with 100 or more agents on Support. Zendesk does not provide a reconciliation of its non-GAAP gross margin guidance to GAAP Zendesk defines the number of paid customer accounts at the end of any particular period gross margin for future periods because Zendesk does not provide guidance on the rec- as the sum of (i) the number of accounts on Support, exclusive of its legacy Starter plan, free onciling items between GAAP gross margin and non-GAAP gross margin, as a result of the trials, or other free services, (ii) the number of accounts using Chat, exclusive of free trials uncertainty regarding, and the potential variability of, these items. The actual amount of such or other free services, and (iii) the number of accounts on all of its other products, exclusive reconciling items will have a significant impact on Zendesk’s non-GAAP gross margin and, of free trials and other free services, each as of the end of the period and as identified by a accordingly, a reconciliation of GAAP gross margin to non-GAAP gross margin guidance for unique account identifier. In the quarter ended June 30, 2018, Zendesk began to offer an the period is not available without unreasonable effort. omnichannel subscription which provides access to multiple products through a single paid Zendesk uses non-GAAP financial information to evaluate its ongoing operations and for customer account, Zendesk Suite. All of the Suite paid customer accounts are included in the internal planning and forecasting purposes. Zendesk’s management does not itself, nor does number of accounts on all of Zendesk’s other products and are not included in the number it suggest that investors should, consider such non-GAAP financial measures in isolation of paid customer accounts using Support or Chat. Other than usage of Zendesk’s products from, or as a substitute for, financial information prepared in accordance with GAAP. Zendesk through its omnichannel subscription offering, the use of Support, Chat, and Zendesk’s other presents such non-GAAP financial measures in reporting its financial results to provide inves- products requires separate subscriptions and each of these accounts are treated as a sepa- tors with an additional tool to evaluate Zendesk’s operating results. Zendesk believes these rate paid customer account. Existing customers may also expand their utilization of Zendesk’s non-GAAP financial measures are useful because they allow for greater transparency with products by adding new accounts and a single consolidated organization or customer may respect to key metrics used by management in its financial and operational decision-making. have multiple accounts across each of Zendesk’s products to service separate subsidiaries, This allows investors and others to better understand and evaluate Zendesk’s operating divisions, or work processes. Other than usage of Zendesk’s products through its omnichan- results and future prospects in the same manner as management. nel subscription offering, each of these accounts is also treated as a separate paid customer account. Zendesk does not currently include accounts on its sales force automation product, Zendesk’s management believes it is useful for itself and investors to review, as applicable, Base, in its determination of the number of paid customer accounts both GAAP information that may include items such as share-based compensation and relat- ed expenses, amortization of debt discount and issuance costs, amortization of purchased Zendesk’s dollar-based net expansion rate provides a measurement of its ability to increase intangibles, and acquisition-related expenses, and the non-GAAP measures that exclude revenue across its existing customer base through expansion of authorized agents associated such information in order to assess the performance of Zendesk’s business and for planning with a paid customer account, upgrades in subscription plans, and the purchase of additional and forecasting in subsequent periods. When Zendesk uses such a non-GAAP financial mea- products as offset by churn, contraction in authorized agents associated with a paid customer sure with respect to historical periods, it provides a reconciliation of the non-GAAP financial account, and downgrades in subscription plans. Zendesk’s dollar-based net expansion rate measure to the most closely comparable GAAP financial measure. When Zendesk uses such is based upon monthly recurring revenue for a set of paid customer accounts on its products. a non-GAAP financial measure in a forward-looking manner for future periods, and a recon- Monthly recurring revenue for a paid customer account is a legal and contractual determina- ciliation is not determinable without unreasonable effort, Zendesk provides the reconciling tion made by assessing the contractual terms of each paid customer account, as of the date of information that is determinable without unreasonable effort and identifies the information 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, Zendesk Shareholder Letter Q3 2018 - 27

 

that may be applicable to such subscription. Monthly recurring revenue is not determined by Customer Metrics reference to historical revenue, deferred revenue, or any other GAAP financial measure over any period. It is forward-looking and contractually derived as of the date of determination. September 30, December 31, March 31, June 30, September 30, 2017 2017 2018 2018 2018 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 Paid customer accounts on Zendesk Support (approx.) 61,200 64,100 67,800 70,500 72,100 as the aggregate monthly recurring revenue across its products for customers with paid + Paid customer accounts on customer accounts on Support or Chat as of the date one year prior to the date of calcula- Zendesk Chat (approx.) 46,600 47,000 47,700 47,600 46,800 tion. Zendesk defines the retained revenue net of contraction and churn as the aggregate + Paid customer accounts on 6,100 7,800 10,000 12,200 14,800 monthly recurring revenue across its products for the same customer base included in the other Zendesk products (approx.) measure of base revenue at the end of the annual period being measured. The dollar-based = Approximate number of net expansion rate is also adjusted to eliminate the effect of certain activities that Zendesk 113,900 118,900 125,500 130,300 133,700 identifies involving the transfer of agents between paid customer accounts, consolidation of paid customer accounts 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 cus- Note: The paid customer accounts metric does not currently include in its determination customer accounts for Base tomer 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 Geographic Information 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 108,500 Revenue by geography: customers, as compared to the approximately 133,700 total paid customer accounts as of Q3’18 September 30, 2018. United States 50.9% To the extent that Zendesk can determine that the underlying customers do not share com- mon corporate information, Zendesk does not aggregate paid customer accounts associated EMEA 29.7% with reseller and other similar channel arrangements for the purposes of determining its APAC 11.7% dollar-based net expansion rate. While not material, Zendesk believes the failure to account Other for these activities would otherwise skew the dollar-based net expansion metrics associated 7.7% with customers that maintain multiple paid customer accounts across its products and paid customer accounts associated with reseller and other similar channel arrangements. Source: Zendesk, Inc. Zendesk does not currently incorporate operating metrics associated with its analytics prod- uct, its Connect product, or Base into its measurement of dollar-based net expansion rate. Contact: For a more detailed description of how Zendesk calculates its dollar-based net expansion Investor Contact Media Contact rate, please refer to Zendesk’s periodic reports filed with the Securities and Exchange Com- mission. Marc Cabi, +1 415-852-3877 Analisa Schelle, +1 510-292-5410 Zendesk’s percentage of monthly recurring revenue from Support that is generated by cus- ir@zendesk.com press@zendesk.com tomers with 100 or more agents on Support is determined by dividing the monthly recurring revenue from Support for paid customer accounts with 100 or more 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 activat- ed 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 the percentage of monthly recurring revenue from Support that is generated by customers with 100 or more agents on Support. Zendesk Shareholder Letter Q3 2018 - 28

 

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TL;DR: Q3 2018 Highlights

 

BRB - Booya, Revenue’s Bangin’ $154.8 million this Q. Yowzas.

 

GTFO - Growth That’s Friggin’ Outstanding 38% year to year growth. We can’t contain our excitement.

 

LOL - Lots Of Locations Yup. We opened new offices in Tokyo and Madison.

 

SMH - So Many Heads We’ve got 2,600+ employees now. That’s a lot of heads.

 

TBH - Totally Being Helpful We completed 3,600 volunteer hours globally this quarter.

 

OMFG - Oh Man, Friends Galore Friends, customers, same thing. Thanks to all of you. Here are just a few of them.

 

TTYL - Thanks, That’s Your Lastslidebye