A Look at the Zendesk S-1 (IPO)

I thought I’d take a quick read of the Zendesk S-1 today, so here are my real-time notes on so doing.  Before diving in, let me provide a quick pointer to David Cummings’ summary of the same.

My notes:

• 40,000 customers in 140 countries
• 2012 revenues of $38.2M
• 2013 revenues of $72.0M, 88% growth
• 41% of revenues from international.  (High for a SaaS company at this size, but makes sense given their roots.)
• Net loss of $24.4M and $22.6M in 2012 and 2013, -30% net loss in 2013
• Zendesk approach:  beautifully simple, omni-channel, affordable, natively mobile, cloud-based, open, proactive, strategic.  They do this well.  (I’ve always viewed them as a very well run, low-end-up market entrant.)
• Founded in Denmark in 2007.
• 115M shares outstanding anticipated after the offering with seemingly another 40M in options under various options and ESOP plans.  (Seems like a lot of dilution looming.)
• 65% gross margins.  (Though they don’t break out subscription vs. service which probably depresses things a tad.)
• 20% of revenue spent on R&D.  (Normal.)
• 52% of revenue on S&M.  (High, particularly for freemium which is notionally low-cost!)
• 22% of revenue on G&A  (Normal to high, probably due to IPO itself.)
• $53M in cash at 12/31/13
• Headcount growth from 287 to 473 employees in year ended 12/31/13, up 68%
• They have experienced security breaches:

“We have experienced significant breaches of our security measures and our customer service platform and live chat software are at risk for future breaches as a result of third-party action, employee, vendor, or contractor error, malfeasance, or other factors. For example, in February 2013, we experienced a security breach involving unauthorized access to three of our customers’ accounts and personal information of consumers maintained in those customer accounts.”

• “[We are] highly dependent on free trials.”  (These guys define freemium model for enterprise software in my opinion.)
• S&M org grew from 85 to 165 employees in period ending 12/31/13.
• Owe $23.8M on a credit facility.  (Rare to see this much debt, but probably a smart way to reduce equity dilution.)
• The three principles that drive the founders:  Have great products.  Care for your customers.  Attract a great team.  (Beats “Don’t Be Evil” any day in my book.)
• Dollar-based “net expansion rate” (closest thing they discuss relative to renewals or churn):

  “We calculate our dollar-based net expansion rate by dividing our retained revenue net of contraction and churn by our base revenue. We define our base revenue as the aggregate monthly recurring revenue of our customer base as of the date one year prior to the date of calculation. We define our retained revenue net of contraction and churn as the aggregate monthly recurring revenue of the same customer base included in our measure of base revenue at the end of the annual period being measured. Our dollar-based net expansion rate is also adjusted to eliminate the effect of certain activities that we identify involving the transfer of agents between customer accounts, consolidation of customer accounts, or the split of a single customer account into multiple customer accounts. […] Our dollar-based net expansion rate was 126% and 123% as of December 31, 2012 and 2013, respectively. We expect our dollar-based net expansion rate to decline over time as our aggregate monthly recurring revenue grows.”

• $66M accumulated deficit
• Have data centers in North America, Europe, and Asia
• 4Q13/4Q12 growth rate = 83% compared to 2013/2012 growth rate = 88%.  (Suggests growth is gently decelerating.)
• Cashflow from operations in 2013 = $4.0M.
• But they had -$24.1M in cashflow from investing activities.  (This is confusing because it’s a mix of items but broken into $12.4M in “marketable securities, property and equipment,” $7.1M to build data centers, and $4.7M in capitalized software development.  I’m not an accountant but if you ask me if “the business” is cashflow positive, the answer is no despite the $4.0M positive cashflow from operations. Building data centers and developing software, regardless of accounting classification, are all part of running the business to me.)
• I am surprised they capitalize R&D.  Most software companies, far as I know, don’t.

The FMV of the common stock is depicted above, by my math an annual 68% appreciation rate.

• Huge number of leads are organic:  “the quarter ended December 31, 2013, 70% of our qualified sales leads, which are largely comprised of prospects that commence a free trial of our customer service platform, came from organic search, customer referrals, and other unpaid sources.”
• SVPs listed (CFO, R&D) earn $240K base + $40K bonus
• Automatic 5% share expansion / “overhang” built into the stock option and incentive plan.  Pretty rich in my experience and haven’t noticed anyone else doing it automatically before.
• Letting execs buy stock with promissory notes … hum, I thought that went out with leg warmers.  Both loans were paid off by 12/31/31 and maybe that’s why.
• CEO will own 7.1% of shares after the offering, including 4.3M (of the 8.1M beneficially owned) granted as options at the 2/14 board meeting.  (Seems odd to me; a huge option grant right before the IPO.  Hum.)
• Nice banker line-up:  Goldman Sachs, Morgan Stanley, Credit Suisse, Pacific Crest
• Raised $71M in preferred equity / venture capital
• They do monthly, quarterly, and annual invoicing.  (Surprised they offer the short terms, particularly monthly.)
• $6.5M in advertising expense in 2013
• $11.4M in capitalized “internal use” software on the balance sheet at 12/31/13
• They paid $16M for the Zopim (live chat) acquisition
• Ticker symbol:  ZEN