Q2'23 results exceed high end of guidance across all key metrics

Announces CEO succession

RingCentral, Inc. (NYSE:RNG), a leading provider of AI-powered global enterprise cloud communications, video meetings, collaboration, and contact center solutions, today announced financial results for the second quarter ended June 30, 2023.

Second Quarter Financial Highlights

Total revenue increased 11% year over year to $539 million.
Subscriptions revenue increased 11% year over year to $514 million.
Annualized Exit Monthly Recurring Subscriptions (ARR) increased 12% year over year to $2.22 billion.
Mid-market and Enterprise ARR increased 13% year over year to $1.37 billion.
GAAP operating margin of (8.4%), compared to (22.1%) in the prior year.
Non-GAAP operating margin of 19.4%, up 800 basis points year-over-year and a quarterly record

"It was another solid quarter, as revenue and operating margin were both above our guidance," said Vlad Shmunis, RingCentral's founder, chairman and CEO. "We remain focused on delivering healthy growth and expanding profitability, while also continuing to invest in innovation to bolster our leading position in the cloud communications market."

"Our focus on profitability and efficiency has allowed us to meaningfully accelerate the attainment of our near term free cash flow goal," said Sonalee Parekh, RingCentral's CFO. "We expect to generate $270 to $290 million of adjusted, unlevered free cash flow in 2023, much earlier than previously anticipated."

Financial Results for the Second Quarter 2023

Revenue: Total revenue was $539 million for the second quarter of 2023, up from $487 million in the second quarter of 2022, representing 11% growth. Adjusted for constant currency, total revenue rose 11%. Subscriptions revenue of $514 million increased 11% year over year and accounted for 95% of total revenue. Adjusted for constant currency, subscriptions revenue rose 11%.
Operating Income (Loss): GAAP operating loss was ($45) million, compared to ($108) million in the same period last year. Non-GAAP operating income was $104 million, or 19.4% of total revenue, compared to $55 million, or 11.3% of total revenue, for the second quarter of 2022.
Adjusted EBITDA: Adjusted EBITDA for the second quarter of 2023 was $125 million, or 23.2% of total revenue, compared to $73 million, or 14.9% of total revenue, for the second quarter of 2022.
Net Income (Loss) Per Share: GAAP net loss per share was ($0.23), compared to ($1.68) in the same period last year. Diluted non-GAAP net income per share was $0.83, compared to $0.45 per share in the same period last year. The second quarters of 2023 and 2022 reflected an approximately 22.5% non-GAAP tax rate. There were no material cash taxes given our net operating loss carryforwards.
Cash and Cash Equivalents: Total cash and cash equivalents at the end of the second quarter of 2023 was $225 million. This compares to $275 million at the end of the first quarter of 2023. Our cash balance reflects approximately $100 million in cash paid during the second quarter of 2023 for the repurchase of shares under the plan announced in February 2023, as well as $27 million for the repurchase of our 0% Convertible Senior Notes due 2025.

Financial Outlook

Full Year 2023 Guidance:

Maintaining subscriptions revenue range of $2.086 to $2.104 billion, representing annual growth of 11%.
Maintaining total revenue range of $2.187 to $2.205 billion, representing annual growth of 10% to 11%.
GAAP operating margin range of (8.0%) to (6.3%) versus (7.9%) to (6.6%) previously.
Raising non-GAAP operating margin range to 18.5% to 19.0%, up from at least 18.5% previously.
Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards.
Non-GAAP EPS of $3.11 to $3.25 based on 99.0 million to 98.0 fully diluted shares. This outlook includes our estimate for interest expense, net, as we drew on our term loan facility in May 2023. This compares to $3.19 to $3.25 based on 99.0 million to 98.0 fully diluted shares, which did not include estimated interest expense, net.
Share-based compensation range of $395 to $415 million.
Amortization of acquired intangibles of $149 million.
Third-party relocation and other costs, net, of $5 million.
Restructuring costs of $9 to $10 million.

Third Quarter 2023 Guidance:

Subscriptions revenue range of $526 to $530 million, representing year-over-year growth of 9% to 10%.
Total revenue range of $552 to $556 million, representing year-over-year growth of 8% to 9%.
GAAP operating margin range of (9.1%) to (7.3%).
Non-GAAP operating margin of 18.0% to 18.5%.
Non-GAAP tax rate assumed to be 22.5%. No material cash taxes expected given net operating loss carryforwards.
Non-GAAP EPS of $0.75 to $0.78 based on 98.5 to 97.5 million fully diluted shares.
Share-based compensation range of $105 to $110 million.
Amortization of acquired intangibles of $38 million.
Restructuring costs of $1 to $2 million.

CEO Succession

RingCentral separately announced a CEO succession under which Tarek Robbiati, a member of the RingCentral Board of Directors since December 2022 and Chief Financial Officer and EVP of Finance and Strategy of Hewlett Packard Enterprise, will succeed Shmunis as CEO, effective August 28, 2023.

Please see our separate press release regarding the succession.

Additional Highlights

Announced the launch of RingCX, a native, intelligent contact center. RingCX is an easy to deploy and use solution that seamlessly integrates with RingCentral MVP (message, video, phone) for a complete native omnichannel experience.
Announced the launch of RingSense for Phone. Leveraging generative AI, RingSense for Phone enables organizations to turn their voice conversation data into powerful insights that will enhance productivity and unlock business outcomes. Additionally, the Company announced that it has added new feature enhancements to RingSense for Sales.
Announced the acquisition of select assets from Hopin, a leading provider of online audience engagement technology, including its flagship Events platform and Session product. With this acquisition, our video suite - which now includes RingCentral Video, RingCentral Rooms and RingCentral Webinar - will be extended to include hosting and management of virtual and hybrid events, all at competitive pricing.
The Company passed key regulatory verifications by the Department of Telecommunications (DOT) India and Telecom Regulatory Authority of India (TRAI), enabling multinational organizations with a presence in India to access cloud phone capabilities for streamlined communication with customers, partners, and employees. This allows the Company to be the first global cloud provider to offer fully compliant cloud phone services in India.
Announced that the Company had entered into individual, privately negotiated repurchase transactions with certain holders of the Company's 0% Convertible Senior Notes due 2025 (the "2025 Notes"). Pursuant to the Note Repurchases, the Company paid approximately $427 million in cash to repurchase approximately $461 million aggregate principal amount of the 2025 Notes using amounts drawn under the Company's term loan facility, together with cash on hand.

For a reconciliation of our forecasted non-GAAP operating margin, see "Reconciliation of Forecasted Operating Margin GAAP Measures to Non-GAAP Measures." We have not reconciled our forecasted non-GAAP EPS to its respective forecasted GAAP measure because we do not provide guidance on it. We do not provide guidance on forecasted GAAP EPS because of the inherent uncertainty and complexity involved in forecasting the intercompany remeasurement gain (loss), gain (loss) associated with investments, gain (loss) on early debt conversions, and provision (benefit) from income taxes, which could be significant reconciling items between the non-GAAP and respective GAAP measures. The intercompany remeasurement gain (loss) is affected by the movement in various exchange rates relative to the U.S. Dollar, which is difficult to predict and subject to constant change. We do not provide guidance on gain (loss) associated with investments as it is based on future share prices, which are difficult to predict and subject to inherent uncertainties. We do not provide guidance on gain (loss) on debt early conversions as it is based on future conversion requests, future share prices, and interest rates, which are difficult to predict and are subject to inherent uncertainties. We do not provide guidance on forecasted GAAP tax rates as we do not forecast discrete tax items as they are difficult to predict. The provision (benefit) from income taxes, excluding discrete items, is expected to have an immaterial impact to our GAAP EPS. We utilized a projected long-term tax rate in our computation of the non-GAAP income tax provision. For fiscal 2023, we have determined the projected non-GAAP tax rate to be 22.5%. Accordingly, a reconciliation of the non-GAAP financial measure guidance to the corresponding GAAP measure is not available without unreasonable effort.

We have not reconciled adjusted, unlevered free cash flow guidance to net cash provided by (used in) operating activities because we do not provide guidance on the reconciling items between net cash provided by (used in) operating activities and adjusted, unlevered free cash flow due to the uncertainty regarding, and the potential variability of, these items. Accordingly, a reconciliation of net cash provided by (used in) operating activities to adjusted, unlevered free cash flow guidance is not available without unreasonable effort.

Conference Call Details:

What: RingCentral financial results for the second quarter of 2023 and outlook for the third quarter and full year of 2023.
When: Monday, August 7, 2023 at 2:00PM PT (5:00PM ET).
Dial-in: 1-888-349-0093 from the United States; 1-412-317-5201 internationally
Webcast: RingCentral Q2 2023 Earnings Webcast (live and replay).
Replay: Following the completion of the call through 11:59 PM ET on August 14, 2023, a telephone replay will be available by dialing 1-844-512-2921 from the United States or 1-412-317-6671 internationally with recording access code 10180223.

Investor Presentation Details

An investor presentation providing additional information and analysis can be found at https://ir.ringcentral.com.

About RingCentral

RingCentral is a leading global provider of cloud-based business communications and collaboration solutions that seamlessly combine phone, messaging, video meetings, and contact center. RingCentral empowers customers with AI-powered conversation intelligence that unlocks insights from their interaction data to accelerate business outcomes. With decades of expertise in reliable and secure cloud communications, RingCentral has earned the trust of millions of customers and thousands of partners worldwide. Visit ringcentral.com to learn more.

Forward-Looking Statements

This press release contains "forward-looking statements," including but not limited to, statements regarding our future financial results, our GAAP and non-GAAP guidance, the results of the pace of our innovation and our partner networks, our expectations regarding our profitability and our non-GAAP adjusted, unlevered free cash flow, our estimates and expectations regarding third parties, and our ability to execute and lead in the UCaaS digital transformation market, our expectations around the demand for our products and the growth of the markets in which we compete. Forward-looking statements are subject to known and unknown risks and uncertainties, and are based on assumptions that may prove to be incorrect, which could cause actual results to differ materially from those expected or implied by the forward-looking statements. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are: our ability to realize the anticipated benefits of our strategic relationships; our expectations regarding our strategic acquisitions, including our recently announced acquisition of select assets from Hopin; our ability to grow at our expected rate of growth; our ability to add and retain larger and enterprise customers and enter new geographies and markets; our ability to continue to release, and gain customer acceptance of, new and improved versions of our services, including RingCentral MVP™, and RingCentral Video®; our ability to compete successfully against existing and new competitors; our ability to enter into and maintain relationships with resellers, carriers, channel partners and strategic partners; our ability to successfully and timely integrate, and realize the benefits of any significant acquisition we may make; our ability to manage our expenses and growth; and general market, political, economic, and business conditions, as well as those risks and uncertainties included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in our most recent Form 10-Q filed with the Securities and Exchange Commission, and in other filings we make with the Securities and Exchange Commission from time to time.

All forward-looking statements in this press release are based on information available to RingCentral as of the date hereof, and we undertake no obligation to update these forward-looking statements, to review or confirm analysts' expectations, or to provide interim reports or updates on the progress of the current financial quarter.

Non-GAAP Financial Measures

Our reported financial results and financial outlook include certain Non-GAAP financial measures, including Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income (loss) from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP net income (loss) per diluted share, Non-GAAP adjusted, unlevered free cash flow, and constant currency revenue. Non-GAAP subscriptions gross margin is defined as Non-GAAP subscriptions gross profit divided by GAAP subscriptions revenue. Non-GAAP other gross margin is defined as Non-GAAP other gross profit divided by GAAP other revenue. Non-GAAP income (loss) from operations is defined as GAAP income (loss) from operations excluding share-based compensation which includes related employer payroll taxes, amortization of acquisition intangibles, third-party relocation costs tied to the conflict between Russia and Ukraine and other costs including acquisition-related transaction costs and retention payments, certain litigation-related costs, net impact of amended agreements with strategic partners, and restructuring costs. Non-GAAP operating margin is defined as Non-GAAP income (loss) from operations divided by total GAAP revenue. Non-GAAP adjusted EBITDA is defined as Non-GAAP income (loss) from operations excluding depreciation and amortization. Non-GAAP net income (loss) is defined as GAAP net income (loss) excluding share-based compensation which includes related employer payroll taxes, amortization of acquisition intangibles, third-party relocation costs tied to the conflict between Russia and Ukraine and other costs including acquisition-related transaction costs and retention payments, certain litigation-related costs, net impact of amended agreements with strategic partners, restructuring costs, non-cash interest expense associated with amortization of debt discount and issuance costs related to our long term debt, loss (gain) associated with investments, loss (gain) on early extinguishment of debt, and the related income tax effect of these adjustments.

Non-GAAP diluted shares outstanding include the impact on shares used in per share calculations of our outstanding capped call transactions. Our outstanding capped call transactions are anti-dilutive in GAAP earnings per share but are expected to mitigate the dilutive effect of our convertible notes and therefore are included in the calculations of non-GAAP diluted shares outstanding.

Non-GAAP adjusted, unlevered free cash flow is defined as GAAP net cash provided by (used in) operating activities adjusted for capital expenditures including purchases of property and equipment and capitalized internal-use software, strategic partnerships, restructuring and other nonrecurring payments, and cash paid for interest. We believe information regarding adjusted, unlevered free cash flow provides useful information to investors in understanding and evaluating the strength of liquidity and available cash.

We have included Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income (loss) from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP net income (loss) per diluted share, Non-GAAP adjusted, unlevered free cash flow, and constant currency revenue in this press release because they are key measures used by us to understand and evaluate our operating performance and trends, to prepare and approve our annual budget, and to develop short and long-term operational plans. In particular, the exclusion of certain expenses and cash flow items in calculating Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income (loss) from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP net income (loss) per diluted share, and Non-GAAP adjusted, unlevered free cash flow provide useful measure for period-to-period comparisons of our business.

The Company has provided certain revenue-related information adjusted for constant currency to provide a framework for assessing how the Company's underlying business performed excluding the effect of foreign currency rate fluctuations. To present this information, current period results in currencies other than United States dollars are converted into United States dollars at the average exchange rate prevailing for the quarter being compared to for growth rate calculations presented, rather than the actual exchange rates in effect during that period.

Although Non-GAAP subscriptions gross margin, Non-GAAP other gross margin, Non-GAAP operating margin, Non-GAAP income (loss) from operations, Non-GAAP adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP net income (loss) per diluted share, Non-GAAP adjusted, unlevered free cash flow, and constant currency revenue are frequently used by investors in their evaluations of companies, these non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Because of these limitations, these non-GAAP financial measures should be considered alongside other financial performance measures.

Reconciliations of the Company's non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included in this press release.

Other Measures

Our reported results also include our annualized exit monthly recurring subscriptions, mid-market and enterprise annualized exit monthly recurring subscriptions, enterprise annualized exit monthly recurring subscriptions, and net monthly subscription dollar retention rate. We define our annualized exit monthly recurring subscriptions as our monthly recurring subscriptions multiplied by 12. Our monthly recurring subscriptions equal the monthly value of all customer recurring charges contracted at the end of a given month. We believe this metric is a leading indicator of our anticipated subscriptions revenue. We calculate mid-market and enterprise annualized exit monthly recurring subscriptions in the same manner as we calculate our annualized exit monthly recurring subscriptions, except that only customer subscriptions from customers generating $25,000 or more in annual recurring revenue are included. We calculate enterprise annualized exit monthly recurring subscriptions in the same manner as we calculate our annualized exit monthly recurring subscriptions, except that only customer subscriptions from customers generating $100,000 or more in annual recurring revenue are included. We define our net monthly subscription dollar retention rate as (i) one plus (ii) the quotient of dollar net change divided by average monthly recurring subscriptions. We calculate dollar net change as the quotient of (i) the difference of our monthly recurring subscriptions at the end of a period minus our monthly recurring subscriptions at the beginning of a period minus our monthly recurring subscriptions at the end of the period from new customers we added during the period, (ii) all divided by the number of months in the period. We define our average monthly recurring subscriptions as the average of the monthly recurring subscriptions at the beginning and end of the measurement period.

TABLE 1
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)

	June 30, 2023			December 31, 2022
Assets
Current assets
Cash and cash equivalents	$	225,351		$	269,984
Accounts receivable, net		322,191			311,318
Deferred and prepaid sales commission costs		170,536			158,865
Prepaid expenses and other current assets		85,465			55,849
Total current assets		803,543			796,016
Property and equipment, net		185,806			185,400
Operating lease right-of-use assets		31,339			35,433
Deferred and prepaid sales commission costs, non-current		403,714			438,579
Goodwill		54,575			54,335
Acquired intangibles, net		457,434			528,051
Other assets		23,949			35,848
Total assets	$	1,960,360		$	2,073,662
Liabilities, Temporary Equity, and Stockholders' Deficit
Current liabilities
Accounts payable	$	36,739		$	62,721
Accrued liabilities		308,402			380,113
Current portion of long-term debt, net		20,000			—
Deferred revenue		227,211			209,725
Total current liabilities		592,352			652,559
Long-term debt, net		1,558,794			1,638,411
Operating lease liabilities		16,596			20,182
Other long-term liabilities		65,010			45,848
Total liabilities		2,232,752			2,357,000

Temporary equity
Series A convertible preferred stock		199,449			199,449

Stockholders' deficit
Common stock		9			10
Additional paid-in capital		1,143,124			1,059,880
Accumulated other comprehensive loss		(5,197	)		(8,781	)
Accumulated deficit		(1,609,777	)		(1,533,896	)
Total stockholders' deficit	$	(471,841	)	$	(482,787	)
Total liabilities, temporary equity and stockholders' deficit	$	1,960,360		$	2,073,662

TABLE 2
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
		2023			2022			2023			2022
Revenues
Subscriptions	$	513,632		$	462,984		$	1,021,926		$	902,911
Other		25,673			23,912			51,068			51,641
Total revenues		539,305			486,896			1,072,994			954,552
Cost of revenues
Subscriptions		136,067			131,022			272,492			260,711
Other		28,350			27,168			52,601			52,953
Total cost of revenues		164,417			158,190			325,093			313,664
Gross profit		374,888			328,706			747,901			640,888
Operating expenses
Research and development		80,280			96,518			165,521			186,792
Sales and marketing		264,443			265,398			524,655			519,853
General and administrative		75,227			74,554			157,318			145,549
Total operating expenses		419,950			436,470			847,494			852,194
Loss from operations		(45,062	)		(107,764	)		(99,593	)		(211,306	)
Other income (expense), net
Interest expense		(5,118	)		(1,203	)		(7,330	)		(2,435	)
Other income (expense)		35,651			(49,500	)		41,080			(94,719	)
Other income (expense), net		30,533			(50,703	)		33,750			(97,154	)
Loss before income taxes		(14,529	)		(158,467	)		(65,843	)		(308,460	)
Provision for income taxes		6,953			1,048			10,038			2,027
Net loss	$	(21,482	)	$	(159,515	)	$	(75,881	)	$	(310,487	)
Net loss per common share
Basic and diluted	$	(0.23	)	$	(1.68	)	$	(0.79	)	$	(3.27	)
Weighted-average number of shares used in computing net loss per share
Basic and diluted		95,339			95,130			95,528			94,854

TABLE 3
RINGCENTRAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)

	Six Months Ended June 30,
		2023			2022
Cash flows from operating activities
Net loss	$	(75,881	)	$	(310,487	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		115,556			122,201
Share-based compensation		202,851			198,119
Unrealized loss on investments		1,646			98,045
Amortization of deferred and prepaid sales commission costs		65,160			50,068
Amortization of debt discount and issuance costs		2,398			2,232
Gain on early extinguishment of debt		(31,107	)		—
Reduction of operating lease right-of-use assets		10,175			9,857
Provision for bad debt		4,940			7,103
Other		(1,632	)		1,736
Changes in assets and liabilities:
Accounts receivable		(15,813	)		(27,832	)
Deferred and prepaid sales commission costs		(62,153	)		(108,349	)
Prepaid expenses and other assets		(2,773	)		(1,984	)
Accounts payable		(38,890	)		28,494
Accrued and other liabilities		17,459			20,147
Deferred revenue		17,486			30,594
Operating lease liabilities		(10,198	)		(10,271	)
Net cash provided by operating activities		199,224			109,673
Cash flows from investing activities
Purchases of property and equipment		(13,160	)		(15,489	)
Capitalized internal-use software		(25,964	)		(26,232	)
Purchases of intangible assets and long-term investments		—			(3,990	)
Net cash used in investing activities		(39,124	)		(45,711	)
Cash flows from financing activities
Proceeds from issuance of stock in connection with stock plans		10,887			10,889
Payments for taxes related to net share settlement of equity awards		(3,986	)		(3,182	)
Payments for repurchase of common stock		(174,570	)		(25,004	)
Proceeds from issuance of term loan, net of issuance costs		394,394			—
Payments for repurchase of convertible senior notes		(427,304	)		—
Repayment of financing obligations		(3,291	)		(3,092	)
Payment of contingent consideration		(973	)		(1,538	)
Net cash used in financing activities		(204,843	)		(21,927	)
Effect of exchange rate changes		110			(2,700	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		(44,633	)		39,335
Cash, cash equivalents, and restricted cash
Beginning of period		269,984			267,162
End of period	$	225,351		$	306,497

TABLE 4
RINGCENTRAL, INC.
RECONCILIATION OF OPERATING INCOME (LOSS)
GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited, in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
		2023			2022			2023			2022
Revenues
Subscriptions	$	513,632		$	462,984		$	1,021,926		$	902,911
Other		25,673			23,912			51,068			51,641
Total revenues		539,305			486,896			1,072,994			954,552
Cost of revenues reconciliation
GAAP Subscriptions cost of revenues		136,067			131,022			272,492			260,711
Share-based compensation		(6,753	)		(6,648	)		(13,704	)		(13,844	)
Amortization of acquired intangibles		(36,639	)		(42,758	)		(73,279	)		(85,859	)
Third-party relocation and other costs		(12	)		(1,155	)		(12	)		(1,155	)
Restructuring costs		(232	)		(156	)		(637	)		(156	)
Non-GAAP Subscriptions cost of revenues		92,431			80,305			184,860			159,697

GAAP Other cost of revenues		28,350			27,168			52,601			52,953
Share-based compensation		(2,393	)		(2,231	)		(4,512	)		(4,639	)
Amortization of acquired intangibles		(22	)		(19	)		(44	)		(31	)
Restructuring costs		(39	)		—			(52	)		—
Non-GAAP Other cost of revenues		25,896			24,918			47,993			48,283
Gross profit and gross margin reconciliation
Non-GAAP Subscriptions		82.0	%		82.7	%		81.9	%		82.3	%
Non-GAAP Other		(0.9	)%		(4.2	)%		6.0	%		6.5	%
Non-GAAP Gross profit		78.1	%		78.4	%		78.3	%		78.2	%
Operating expenses reconciliation
GAAP Research and development		80,280			96,518			165,521			186,792
Share-based compensation		(23,298	)		(23,761	)		(47,228	)		(48,159	)
Third-party relocation and other costs		(1,504	)		(12,541	)		(1,563	)		(16,092	)
Restructuring costs		(1,053	)		(89	)		(2,487	)		(339	)
Non-GAAP Research and development		54,425			60,127			114,243			122,202
As a % of total revenues non-GAAP		10.1	%		12.3	%		10.6	%		12.8	%

GAAP Sales and marketing		264,443			265,398			524,655			519,853
Share-based compensation		(40,734	)		(39,697	)		(78,776	)		(81,610	)
Amortization of acquired intangibles		(834	)		(915	)		(1,395	)		(1,852	)
Third-party relocation and other costs		(15	)		(14	)		(15	)		(14	)
Restructuring costs		(1,370	)		(737	)		(3,969	)		(937	)
Non-GAAP Sales and marketing		221,490			224,035			440,500			435,440
As a % of total revenues non-GAAP		41.1	%		46.0	%		41.1	%		45.6	%

GAAP General and administrative		75,227			74,554			157,318			145,549
Share-based compensation		(33,149	)		(29,982	)		(63,402	)		(56,413	)
Third-party relocation and other costs		(541	)		(1,634	)		(3,628	)		(2,944	)
Restructuring costs		(912	)		(594	)		(1,336	)		(1,083	)
Non-GAAP General and administrative		40,625			42,344			88,952			85,109
As a % of total revenues non-GAAP		7.5	%		8.7	%		8.3	%		8.9	%

Income (loss) from operations reconciliation
GAAP loss from operations		(45,062	)		(107,764	)		(99,593	)		(211,306	)
Share-based compensation		106,327			102,319			207,622			204,665
Amortization of acquired intangibles		37,495			43,692			74,718			87,742
Third-party relocation and other costs		2,072			15,344			5,218			20,205
Restructuring costs		3,606			1,576			8,481			2,515
Non-GAAP Income from operations		104,438			55,167			196,446			103,821
Non-GAAP Operating margin		19.4	%		11.3	%		18.3	%		10.9	%

Depreciation and amortization		20,544			17,579			40,838			34,459
Non-GAAP Adjusted EBITDA		124,982			72,746			237,284			138,280
As a % of total revenues non-GAAP		23.2	%		14.9	%		22.1	%		14.5	%

TABLE 5
RINGCENTRAL, INC.
RECONCILIATION OF NET INCOME (LOSS)
GAAP MEASURES TO NON-GAAP MEASURES
(In thousands, except per share data) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
		2023			2022			2023			2022
Net income (loss) reconciliation
GAAP net loss	$	(21,482	)	$	(159,515	)	$	(75,881	)	$	(310,487	)
Share-based compensation		106,327			102,319			207,622			204,665
Amortization of acquired intangibles		37,495			43,692			74,718			87,742
Third-party relocation and other costs, net		2,072			15,330			1,709			20,191
Restructuring costs		3,606			1,576			8,481			2,515
Amortization of debt discount and issuance costs		1,279			1,116			2,398			2,232
Loss associated with investments		—			48,769			1,646			94,245
Gain on early extinguishment of debt		(31,107	)		—			(31,107	)		—
Intercompany remeasurement (gain) loss		(1,901	)		456			(1,886	)		484
Income tax expense effects		(16,276	)		(10,986	)		(34,453	)		(21,286	)
Non-GAAP net income	$	80,013		$	42,757		$	153,247		$	80,301
Reconciliation between GAAP and non-GAAP weighted average shares used in computing basic and diluted net income (loss) per common share:
Weighted average number of shares used in computing basic net loss per share		95,339			95,130			95,528			94,854
Effect of dilutive securities		1,340			932			1,252			1,002
Non-GAAP weighted average shares used in computing non-GAAP diluted net income per share		96,679			96,062			96,780			95,856

Diluted net income (loss) per share
GAAP net loss per share	$	(0.23	)	$	(1.68	)	$	(0.79	)	$	(3.27	)
Non-GAAP net income per share	$	0.83		$	0.45		$	1.58		$	0.84

TABLE 6
RINGCENTRAL, INC.
RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
GAAP MEASURES TO NON-GAAP ADJUSTED, UNLEVERED FREE CASH FLOW MEASURES
(Unaudited, in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
		2023			2022			2023			2022
Net cash provided by operating activities	$	90,691		$	50,678		$	199,224		$	109,673
Less:
Capitalized expenditures		(17,805	)		(21,278	)		(39,124	)		(41,721	)
Strategic partnerships		—			—			(33,250	)		—
Add:
Restructuring and other payments		4,322			1,394			11,422			1,394
Cash paid for interest		3,366			89			3,429			220
Non-GAAP adjusted, unlevered free cash flow	$	80,574		$	30,883		$	141,701		$	69,566

TABLE 7
RINGCENTRAL, INC.
RECONCILIATION OF FORECASTED OPERATING MARGIN
GAAP MEASURES TO NON-GAAP MEASURES
(Unaudited, in millions)

	Q3 2023				FY 2023
	Low Range		High Range		Low Range		High Range
GAAP revenues	552.0		556.0		2,187.0		2,205.0

GAAP loss from operations	(50.1	)	(40.6	)	(174.1	)	(138.8	)
GAAP operating margin	(9.1	%)	(7.3	%)	(8.0	%)	(6.3	%)
Share-based compensation	110.0		105.0		415.0		395.0
Amortization of acquired intangibles	37.5		37.5		148.5		148.5
Third-party relocation and other costs, net	—		—		5.2		5.2
Restructuring costs	2.0		1.0		10.0		9.0
Non-GAAP income from operations	99.4		102.9		404.6		419.0
Non-GAAP operating margin	18.0	%	18.5	%	18.5	%	19.0	%

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RingCentral Announces Second Quarter 2023 Results