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): April 30, 2020

	
 	
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):

		
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Securities registered pursuant to Section 12(b) of the Act

			
Title of each class	Trading symbol(s)	Name of each exchange on which registered	
Common Stock, par value $0.01 per share	ZEN	New York Stock Exchange	

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 April 30, 2020, Zendesk, Inc. (the “Company”) issued a press release announcing its results for the quarter ended March 31, 2020. 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 March 31, 2020 (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 April 30, 2020, Mikkel Svane, Chief Executive Officer of the Company, made the graphic included with this Current Report on Form 8-K as Exhibit 99.3 available to the public. The graphic and the Shareholder Letter are also available for viewing at the Company’s investor website, https://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 April 30, 2020.
99.2    Letter to Shareholders, dated April 30, 2020.
99.3    April 2020 Update, dated April 30, 2020.

Exhibit Index

	
		
Exhibit No.	Description
	
99.1	Press Release issued by Zendesk, Inc., dated April 30, 2020.
	
99.2    	Letter to Shareholders, dated April 30, 2020.
	
99.3    	April 2020 Update, dated April 30, 2020.
	
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	

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	
 	 	Chief Financial Officer	
 	 	(Principal Financial Officer)	
April 30, 2020	 	 	

Exhibit 99.1
ZENDESK ANNOUNCES FIRST QUARTER 2020 RESULTS
 
Highlights

•	First quarter revenue increased 31% year over year to $237.5 million	
		
•	First quarter GAAP operating loss of $41.3 million and non-GAAP operating income of $9.2 million	

SAN FRANCISCO – April 30, 2020 – Zendesk, Inc. (NYSE: ZEN) today reported financial results for the first quarter ended March 31, 2020, and released a Shareholder Letter on its investor relations website at https://investor.zendesk.com.

Results for the First Quarter 2020
 
Revenue was $237.5 million for the quarter ended March 31, 2020, an increase of 31% over the prior year period. GAAP net loss for the quarter ended March 31, 2020 was $42.8 million, and GAAP net loss per share (basic and diluted) was $0.38. Non-GAAP net income was $12.4 million, non-GAAP net income per share (basic) was $0.11, and non-GAAP net income per share (diluted) was $0.10. Non-GAAP net income excludes approximately $45.8 million in share-based compensation and related expenses (including $3.3 million of employer tax related to employee stock transactions and $0.5 million of amortization of share-based compensation capitalized in internal-use software), $6.5 million of amortization of debt discount and issuance costs, $2.8 million of amortization of purchased intangibles, $1.9 million of acquisition-related expenses, and non-GAAP income tax effects and adjustments of $1.8 million. GAAP net loss per share for the quarter ended March 31, 2020 was based on 113.5 million weighted average shares outstanding (basic and diluted), and non-GAAP net income per share for the quarter ended March 31, 2020 was based on 113.5 million weighted average shares outstanding (basic) and 120.2 million weighted average shares outstanding (diluted).

Outlook

As of April 30, 2020, Zendesk provided guidance for the quarter ending June 30, 2020. Given uncertainties related to the ongoing the novel coronavirus and resulting COVID-19 disease ("COVID-19") pandemic and rapidly changing global economic environment, Zendesk is withdrawing its previously issued full-year 2020 guidance provided February 6, 2020.
 
For the quarter ending June 30, 2020, Zendesk expects to report:
		
•	Revenue in the range of $237 - 243 million	
		
•	GAAP operating income (loss) in the range of $(43) - (39) million, which includes share-based compensation and related expenses of approximately $47 million, amortization of purchased intangibles of approximately $2 million, and acquisition-related expenses of approximately $2 million	
		
•	Non-GAAP operating income (loss) in the range of $8 - 12 million, which excludes share-based compensation and related expenses of approximately $47 million, amortization of purchased intangibles of approximately $2 million, and acquisition-related expenses of approximately $2 million	
		
•	Approximately 115 million weighted average shares outstanding (basic)	
		
•	Approximately 119 million weighted average shares outstanding (diluted)	

There are many factors that can affect our actual results which are discussed below and in the risk factors in our filings with the Securities and Exchange Commission. Some of the key risk factors include global macroeconomic conditions, the impact of the COVID-19 pandemic on our business, business conditions of customers in challenged industries, the effect on demand for our products from large customers, and the ability of small and midsized customers to survive this severe economic downturn. Additionally, Zendesk’s estimates of share-based compensation and related expenses, amortization of purchased intangibles, acquisition-related expenses, and weighted average shares outstanding 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.

COVID-19 Update

Over the last several months, we have been focused on supporting our employees, customers, and community as we navigate the COVID-19 pandemic. We have implemented business continuity plans that ensure we take care of the health and safety of our employees while continuing to drive innovation in customer experience solutions for our customers. Additional information regarding these efforts and the expected impact on our business can be found in our Shareholder Letter for the quarter ended

March 31, 2020, as well as our quarterly report on Form 10-Q for the quarter ended March 31, 2020 to be filed with the Securities and Exchange Commission.

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, April 30, 2020, 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 1395302. 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 1395302. The dial-in replay will be available until the end of day May 3, 2020. The webcast replay will be available for 12 months.

About Zendesk

The best customer experiences are built with Zendesk.

Zendesk is a CRM company that builds flexible support, sales, and customer engagement software that is quick to implement and scales to meet changing needs. From large enterprises to startups, we believe that powerful, innovative customer experiences should be within reach for every company, no matter the size, industry or ambition. Zendesk serves more than 160,000 customers across a multitude of industries in over 30 languages. Zendesk is headquartered in San Francisco, and operates 17 offices worldwide. 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. 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) the effect of uncertainties related to the COVID-19 pandemic on U.S. and global markets, Zendesk’s business, operations, revenue results, cash flow, operating expenses, demand for its solutions, sales cycles, customer retention and its customers’ businesses; (ii) other adverse changes in general economic or market conditions; (iii) Zendesk’s ability to adapt its products to changing market dynamics and customer preferences or achieve increased market acceptance of its products; (iv) Zendesk’s ability to effectively expand its sales capabilities; (v) Zendesk’s substantial reliance on its customers renewing their subscriptions and purchasing additional subscriptions; (vi) 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; (vii) the intensely competitive market in which Zendesk operates and the difficulty that Zendesk may have in competing effectively; (viii) Zendesk’s ability to effectively market and sell its products to larger enterprises; (ix) Zendesk’s ability to introduce and market new products and to support its products on a shared services platform; (x) Zendesk’s ability to maintain and develop its strategic relationships with third parties; (xi) Zendesk's ability to prevent, mitigate, and respond effectively to both historical and future data breaches and to securely maintain customer data; (xii) Zendesk’s ability to effectively manage its growth and organizational change, including its international expansion strategy; (xiii) Zendesk’s ability to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions; (xiv) Zendesk's ability to comply with privacy and data security regulations; (xv) potential service interruptions or performance problems associated with Zendesk’s technology and infrastructure; (xvi) the development of the market for software as a service business software applications; (xvii) real or perceived errors, failures, or bugs in its products; and (xviii) 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 Annual Report on Form 10-K for the year ended December 31, 2019. 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 March 31, 2020.

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 March 31,	
 	2020	 	2019	
Revenue	$	237,475		 	$	181,484		
Cost of revenue	59,702		 	55,654		
Gross profit	177,773		 	125,830		
Operating expenses:	 	 	 	
Research and development	60,421		 	46,791		
Sales and marketing	124,310		 	91,700		
General and administrative	34,326		 	31,253		
Total operating expenses	219,057		 	169,744		
Operating loss	(41,284	)	 	(43,914	)	
Other income (expense), net:	 	 	 	
Interest income	4,570		 	5,472		
Interest expense	(6,887	)	 	(6,544	)	
Other income, net	2,334		 	700		
Total other income (expense), net	17		 	(372	)	
Loss before provision for income taxes	(41,267	)	 	(44,286	)	
Provision for income taxes	1,516		 	434		
Net loss	$	(42,783	)	 	$	(44,720	)	
Net loss per share, basic and diluted	$	(0.38	)	 	$	(0.41	)	
Weighted-average shares used to compute net loss per share, basic and diluted	113,538		 	108,630		

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

	
								
 	March 31,
2020	 	December 31,
2019	
Assets	 	 	 	
Current assets:	 	 	 	
Cash and cash equivalents	$	199,092		 	$	196,591		
Marketable securities	269,003		 	286,958		
Accounts receivable, net of allowance for doubtful accounts of $5,796 and $2,846 as of March 31, 2020 and December 31, 2019, respectively	101,027		 	127,808		
Deferred costs	38,215		 	35,619		
Prepaid expenses and other current assets	45,785		 	45,847		
Total current assets	653,122		 	692,823		
Marketable securities, noncurrent	369,091		 	361,948		
Property and equipment, net	103,017		 	102,090		
Deferred costs, noncurrent	36,520		 	35,230		
Lease right-of-use assets	96,307		 	89,983		
Goodwill and intangible assets, net	204,093		 	206,883		
Other assets	26,640		 	25,632		
Total assets	$	1,488,790		 	$	1,514,589		
Liabilities and stockholders’ equity	 	 	 	
Current liabilities:	 	 	 	
Accounts payable	$	26,227		 	$	38,376		
Accrued liabilities	42,629		 	36,347		
Accrued compensation and related benefits	61,996		 	61,512		
Deferred revenue	301,402		 	320,642		
Lease liabilities	21,253		 	21,804		
Total current liabilities	453,507		 	478,681		
Convertible senior notes, net	490,014		 	483,464		
Deferred revenue, noncurrent	1,941		 	3,320		
Lease liabilities, noncurrent	86,535		 	83,478		
Other liabilities	6,850		 	7,662		
Total liabilities	1,038,847		 	1,056,605		
 	 	 	 	
Stockholders’ equity:	 	 	 	
Preferred stock, par value $0.01 per share	—		 	—		
Common stock, par value $0.01 per share	1,139		 	1,130		
Additional paid-in capital	1,200,521		 	1,155,044		
Accumulated other comprehensive income (loss)	(10,152	)	 	591		
Accumulated deficit	(741,565	)	 	(698,781	)	
Total stockholders’ equity	449,943		 	457,984		
Total liabilities and stockholders’ equity	$	1,488,790		 	$	1,514,589		

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

								
 	Three Months Ended March 31,	
 	2020	 	2019	
Cash flows from operating activities	 		 	 		
Net loss	$	(42,783	)	 	$	(44,720	)	
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:	 	 	 	
Depreciation and amortization	11,240		 	8,732		
Share-based compensation	42,082		 	36,657		
Amortization of deferred costs	9,965		 	6,918		
Amortization of debt discount and issuance costs	6,549		 	6,188		
Other	2,061		 	394		
Changes in operating assets and liabilities:	 	 	 	
Accounts receivable	26,023		 	(6,966	)	
Prepaid expenses and other current assets	1,743		 	(3,774	)	
Deferred costs	(13,448	)	 	(10,190	)	
Lease right-of-use assets	4,975		 	4,373		
Other assets and liabilities	(232	)	 	(498	)	
Accounts payable	(10,323	)	 	15,655		
Accrued liabilities	(662	)	 	2,512		
Accrued compensation and related benefits	(9,541	)	 	(4,629	)	
Deferred revenue	(21,464	)	 	12,149		
Lease liabilities	(8,794	)	 	(3,832	)	
Net cash provided by (used in) operating activities	(2,609	)	 	18,969		
Cash flows from investing activities	 	 	 	
Purchases of property and equipment	(9,938	)	 	(9,258	)	
Internal-use software development costs	(3,058	)	 	(1,213	)	
Purchases of marketable securities	(121,430	)	 	(145,142	)	
Proceeds from maturities of marketable securities	74,231		 	47,265		
Proceeds from sales of marketable securities	54,784		 	91,562		
Purchases of strategic investments	(1,500	)	 	(500	)	
Net cash used in investing activities	(6,911	)	 	(17,286	)	
Cash flows from financing activities	 	 	 	
Proceeds from exercises of employee stock options	4,001		 	8,437		
Proceeds from employee stock purchase plan	10,115		 	8,415		
Taxes paid related to net share settlement of share-based awards	(1,897	)	 	(2,416	)	
Net cash provided by financing activities	12,219		 	14,436		
Effect of exchange rate changes on cash, cash equivalents and restricted cash	16		 	33		
Net increase in cash, cash equivalents and restricted cash	2,715		 	16,152		
Cash, cash equivalents and restricted cash at beginning of period	199,897		 	128,876		
Cash, cash equivalents and restricted cash at end of period	$	202,612		 	$	145,028		

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 March 31,	
 	2020	 	2019	
Reconciliation of gross profit and gross margin	 	 	 	
GAAP gross profit	$	177,773		 	$	125,830		
Plus: Share-based compensation	5,059		 	4,937		
Plus: Employer tax related to employee stock transactions	426		 	450		
Plus: Amortization of purchased intangibles	2,106		 	1,618		
Plus: Amortization of share-based compensation capitalized in internal-use software	451		 	420		
Plus: Acquisition-related expenses	141		 	114		
Non-GAAP gross profit	$	185,956		 	$	133,369		
GAAP gross margin	75	 %	 	69	 %	
Non-GAAP adjustments	3	 %	 	4	 %	
Non-GAAP gross margin	78	 %	 	73	 %	
 	 	 	 	
Reconciliation of operating expenses	 	 	 	
GAAP research and development	$	60,421		 	$	46,791		
Less: Share-based compensation	(12,626	)	 	(11,636	)	
Less: Employer tax related to employee stock transactions	(887	)	 	(1,292	)	
Less: Acquisition-related expenses	(1,011	)	 	(568	)	
Non-GAAP research and development	$	45,897		 	$	33,295		
GAAP research and development as percentage of revenue	25	 %	 	26	 %	
Non-GAAP research and development as percentage of revenue	19	 %	 	18	 %	
 	 	 	 	
GAAP sales and marketing	$	124,310		 	$	91,700		
Less: Share-based compensation	(16,559	)	 	(12,399	)	
Less: Employer tax related to employee stock transactions	(1,174	)	 	(1,028	)	
Less: Amortization of purchased intangibles	(699	)	 	(577	)	
Less: Acquisition-related expenses	(621	)	 	(392	)	
Non-GAAP sales and marketing	$	105,257		 	$	77,304		
GAAP sales and marketing as percentage of revenue	52	 %	 	51	 %	
Non-GAAP sales and marketing as percentage of revenue	44	 %	 	43	 %	
 	 	 	 	
GAAP general and administrative	$	34,326		 	$	31,253		
Less: Share-based compensation	(7,838	)	 	(7,685	)	
Less: Employer tax related to employee stock transactions	(763	)	 	(750	)	
Less: Acquisition-related expenses	(104	)	 	(631	)	
Non-GAAP general and administrative	$	25,621		 	$	22,187		
GAAP general and administrative as percentage of revenue	14	 %	 	17	 %	
Non-GAAP general and administrative as percentage of revenue	11	 %	 	12	 %	
 	 	 	 	
Reconciliation of operating income (loss) and operating margin	 	 	 	
GAAP operating loss	$	(41,284	)	 	$	(43,914	)	
Plus: Share-based compensation	42,082		 	36,657		
Plus: Employer tax related to employee stock transactions	3,250		 	3,520		
Plus: Amortization of purchased intangibles	2,805		 	2,195		
Plus: Acquisition-related expenses	1,877		 	1,705		
Plus: Amortization of share-based compensation capitalized in internal-use software	451		 	420		
Non-GAAP operating income	$	9,181		 	$	583		
GAAP operating margin	(17	)%	 	(24	)%	
Non-GAAP adjustments	21	 %	 	24	 %	
Non-GAAP operating margin	4	 %	 	—	 %	

	
								
 	Three Months Ended March 31,	
 	2020	 	2019	
Reconciliation of net income (loss)	 	 	 	
GAAP net loss	$	(42,783	)	 	$	(44,720	)	
Plus: Share-based compensation	42,082		 	36,657		
Plus: Employer tax related to employee stock transactions	3,250		 	3,520		
Plus: Amortization of purchased intangibles	2,805		 	2,195		
Plus: Acquisition-related expenses	1,877		 	1,705		
Plus: Amortization of share-based compensation capitalized in internal-use software	451		 	420		
Plus: Amortization of debt discount and issuance costs	6,549		 	6,188		
Less: Income tax effects and adjustments	(1,791	)	 	(911	)	
Non-GAAP net income	$	12,440		 	$	5,054		
 	 	 	 	
Reconciliation of net income (loss) per share, basic	 	 	 	
GAAP net loss per share, basic	$	(0.38	)	 	$	(0.41	)	
Non-GAAP adjustments to net loss	0.49		 	0.46		
Non-GAAP net income per share, basic	$	0.11		 	$	0.05		
 	 	 	 	
Reconciliation of net income (loss) per share, diluted	 	 	 	
GAAP net loss per share, diluted	$	(0.38	)	 	$	(0.41	)	
Non-GAAP adjustments to net loss	0.48		 	0.45		
Non-GAAP net income per share, diluted	$	0.10		 	$	0.04		
 	 	 	 	
Weighted-average shares used in GAAP per share calculation, basic and diluted	113,538		 	108,630		
 	 	 	 	
Weighted-average shares used in non-GAAP per share calculation	 	 	 	
Basic	113,538		 	108,630		
Diluted	120,167		 	116,985		
 	 	 	 	
Computation of free cash flow	 	 	 	
Net cash provided by (used in) operating activities	$	(2,609	)	 	$	18,969		
Less: purchases of property and equipment	(9,938	)	 	(9,258	)	
Less: internal-use software development costs	(3,058	)	 	(1,213	)	
Free cash flow	$	(15,605	)	 	$	8,498		
 	 	 	 	
Net cash provided by (used in) operating activities margin	(1	)%	 	10	 %	
Non-GAAP adjustments	(6	)%	 	(5	)%	
Free cash flow margin	(7	)%	 	5	 %	

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, free cash flow, and free cash flow margin.

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.

Income Tax Effects: Zendesk utilizes a fixed long-term projected tax rate in its computation of non-GAAP income tax effects to provide better consistency across interim reporting periods. In projecting this long-term non-GAAP tax rate, Zendesk utilizes a financial projection that excludes the direct impact of other non-GAAP adjustments. The projected rate considers other factors such as Zendesk's current operating structure, existing tax positions in various jurisdictions, and key legislation in major jurisdictions where Zendesk operates. For the year ending December 31, 2020, Zendesk has determined the projected non-GAAP tax rate to be 21%. Zendesk will periodically re-evaluate this tax rate, as necessary, for significant events, based on relevant tax law changes, material changes in the forecasted geographic earnings mix, and any significant acquisitions.

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. Free cash flow margin is calculated as free cash flow as a percentage of total revenue. Zendesk uses free cash flow, free cash flow margin, and 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 and free cash flow margin provides investors with an important perspective on the cash available to fund ongoing operations.

Zendesk does not provide a reconciliation of its non-GAAP operating margin guidance to GAAP operating margin beyond the fiscal quarter ending June 30, 2020 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 ope

rating 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, annual recurring revenue represented by its churned customers, and the percentage of its annual 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, and in the quarter ended June 30, 2019, Zendesk began to offer a subscription which provides access to Sell and Support through a single paid customer account, Zendesk Duet. In the quarter ended March 31, 2020, Zendesk began to offer two new omnichannel subscriptions, the Zendesk Support Suite and the Zendesk Sell Suite, which provide access to multiple support solutions and sales solutions, respectively, through a single paid customer account. The number of Support Suite paid customer accounts are included in the number of paid customer accounts on Suite, which are included in the number of paid customer accounts on products other than Support and Chat and are not included in the number of paid customer accounts on Support or Chat. The number of Sell Suite paid customer accounts are included in the number of paid customer accounts on products other than Support and Chat and are not included in the number of paid customer accounts on Support or Chat. Each Duet paid customer account is included once in the number of paid customer accounts on Support and once in the number of paid customer accounts on products other than Support and Chat.

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’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 annual recurring revenue for a set of paid customer accounts on its products. Zendesk determines the annual recurring revenue value of a contract by multiplying the monthly recurring revenue for such contract by twelve. 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 platform usage above the subscription base, if any, that may be applicable to such subscription. Beginning with the quarter ended June 30, 2019, we excluded the impact of revenue that we expect to generate from fixed-term contracts that are each associated with an existing account, are solely for additional temporary agents, and are not contemplated to last for the duration of the primary contract for the existing account from our determination of monthly recurring revenue. 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 annual recurring revenue across its products for customers with paid customer accounts 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 annual 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 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 107,200 customers, as compared to the approximately 160,600 total paid customer accounts as of March 31, 2020.

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 legacy analytics product, its legacy Outbound product, its legacy Starter plan, Sell, Sunshine Conversations, its legacy Smooch product, free trials, or other free services 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 annual recurring revenue from Support that is generated by customers with 100 or more agents on Support is determined by dividing the annual recurring revenue from Support for paid customer accounts with 100 or more agents on Support as of the measurement date by the annual 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. For the purpose of determining this metric, Zendesk builds an estimation of the proportion of annual recurring revenue from Suite attributable to Support and includes such portion in the annual recurring revenue from Support.

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

Zendesk’s annual revenue run rate is based on its revenue for the most recent applicable quarter. Zendesk annualizes such results to estimate its annual revenue run rate by multiplying the revenue for its most recent applicable quarter by four. Zendesk’s annual revenue run rate is not a comprehensive statement of its financial results for such period and should not be viewed as a substitute for full annual or interim financial statements prepared in accordance with GAAP. In addition, Zendesk’s revenue for the most recent applicable quarter or annual revenue run rate are not necessarily indicative of the results to be achieved in any future period.

Source: Zendesk, Inc.

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

or

Media Contact:
Paige Young, +1 425-442-3981
press@zendesk.com

 

Introduction Q1 2020 REVENUE Q1 2020 Y/Y For example, we have: ● ● ● ● ●

 

 

Summary financial table First quarter fiscal year 2020

 

How our customers are responding Customer story Teachable

 

Some examples include: ● ● ● ● Customer story ● Discord ● ● ● ●

 

Customer story Landbot

 

How Zendesk is adapting Supporting our customers Customer story MasUno by Fluyt, LLC

 

 

Supporting our employees Customer story KeepSmallStrong

 

Customer story Supporting our community Maynooth Community Grocery Delivery Since March 2020: Total social impact Employees who signed engagement hours since up to be on-call moving to remote work volunteer translators Employees offered to share Educational their skills with our Living events Room Live Program

 

Preparing for a strong future Customer story PWNHealth

 

Guidance For the quarter ending June 30, 2020, we expect to report: ● ● ● ● ●

 

Customer story Customer story Calm Cloudbeds

 

Timeline

 

Customers 7-Eleven Discord Alfa-Bank Fivetran Bungalow Fluyt Calm Goodwill of Orange County The Dallas Morning News Grab

 

Customers Hospitality Helps LG Electronics Alabama Imperfect Foods Maynooth Home Support Kount MedVantx Keep Small Strong One.com Landbot Prevent Senior

 

Customers SurePrep Thoughtbot Teachable Titan Distributors Therapy Brands Zoom

 

Operating metrics Dollar-based net expansion rate Remaining performance obligations (RPO) % of total quarter-ending Support ARR 43%

 

Select financial measures

 

Condensed consolidated statements of operations

 

Condensed consolidated balance sheets

 

Condensed consolidated statements of cash flows

 

Non-GAAP results

 

Non-GAAP results (continued)

 

About Zendesk Forward-looking statements About non-GAAP financial measures

 

 

About operating metrics

 

 

Customer metrics Geographic information Contact Investor contact Media contact

 

Q1 2020 Things are hard right now for everyone

 

Everything ﬂipped upside down in Q1

 

and we’re all adjusting together A real photo from Relater, our online global event

 

Zendesk is working remotely

 

And our top priority is supporting our customers

 

We put together the Remote Support Bundle

 

And expanded our Tech for Good program to oer free products for COVID-19 relief eorts

 

Tech for Good participants

 

Our customers keep rising to the occasion

 

Landbot is creating chatbots to help diagnose COVID-19 symptoms using Sunshine Conversations

 

Discord is keeping people connected during separation, as the usage of its service tripled

 

Founded by Cloudbeds and partners, is connecting people on the frontline of COVID-19 with lodging providers

 

During this time, we’re thankful for our customers’ continued trust and support

 

We’re going to get through this together Virtual hangouts for the win

 

Stay safe and helpful, everyone