10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission File Number: 001-36089

RingCentral, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	94-3322844
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

20 Davis Drive

Belmont, California 94002

(Address of principal executive offices)

(650) 472-4100

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock par value $0.0001	RNG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of November 2, 2022, there were 85,914,505 shares of Class A Common Stock issued and outstanding and 9,955,674 shares of Class B Common Stock issued and outstanding.

EXPLANATORY NOTE

RingCentral (the “Company”) is filing this Form 10-Q/A to supplement its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2022 (the “Original Filing”). This 10-Q/A is being filed because we learned from our auditor subsequent to the Original Filing that our auditor had not fully completed their internal quarterly procedures. KPMG LLP subsequently finished their internal quarterly procedures. There were no changes to the Original Filing and this 10-Q/A includes an update to the Exhibit List and corresponding exhibits. Accordingly, this 10-Q/A should be read in conjunction with the Original Filing.

-1-

PART I — FINANCIAL INFORMATION

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors RingCentral, Inc.:

Results of Review of Interim Financial Information

We have reviewed the condensed consolidated balance sheet of RingCentral, Inc. and subsidiaries (the Company) as of September 30, 2022, the related condensed consolidated statements of operations, comprehensive loss for the three-month and nine-month periods ended September 30, 2022 and 2021, the related condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2022 and 2021, the related condensed consolidated statements of stockholders’ (deficit) equity for the three-month periods ended September 30, June 30 and March 31, 2022 and 2021, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 1, 2022, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

San Francisco, California

November 13, 2022

-2-

Item 6. Exhibits.

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this report.

EXHIBIT

INDEX

Exhibit Number	Description	Incorporated by Reference From Form	Incorporated by Reference From Exhibit Number	Date Filed
15.1	Awareness Letter of KPMG LLP, dated November 13, 2022	Filed herewith
31.3	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.	Filed herewith
31.4	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.	Filed herewith
101.INS	XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).	Filed herewith

-3-

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.

	RingCentral, Inc.
Date: November 14, 2022	By:	/s/ Sonalee Parekh
		Sonalee Parekh
		Chief Financial Officer (Principal Financial Officer)
Date: November 14, 2022	By:	/s/ Vaibhav Agarwal
		Vaibhav Agarwal
		Chief Accounting Officer (Principal Accounting Officer)

-4-

EX-15.1

Exhibit 15.1

November 13, 2022

RingCentral, Inc.

Belmont, California

Re: Registration Statement No. 333-234647 on Form S-3 and Registration Statements Nos. 333-263172, 333-202367, 333-209794, 333-216297, 333-223228, 333-229898, 333-236641 and 333-253651 on Form S-8

With respect to the subject registration statements, we acknowledge our awareness of the use therein of our report dated November 13, 2022 related to our review of interim financial information.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

/s/ KPMG LLP

San Francisco, California

EX-31.3

Exhibit 31.3

Certification of Principal Executive Officer

pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a),

as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Vladimir Shmunis, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of RingCentral, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

/s/ Vladimir Shmunis

Vladimir Shmunis

Chief Executive Officer and Chairman

(Principal Executive Officer)

Date: November 14, 2022

EX-31.4

Exhibit 31.4

Certification of Principal Financial Officer

pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a),

as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Sonalee Parekh, certify that:

1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q of RingCentral, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

/s/ Sonalee Parekh

Sonalee Parekh

Chief Financial Officer

(Principal Financial Officer)

Date: November 14, 2022

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 02, 2022
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-36089
Entity Registrant Name	RingCentral, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-3322844
Entity Address, Address Line One	20 Davis Drive
Entity Address, City or Town	Belmont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94002
City Area Code	650
Local Phone Number	472-4100
Title of each class	Class A Common Stock
Trading Symbol(s)	RNG
Name of each exchange on which registered	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	true
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001384905
Current Fiscal Year End Date	--12-31
Amendment Description	EXPLANATORY NOTE RingCentral (the “Company”) is filing this Form 10-Q/A to supplement its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2022 (the “Original Filing”). This 10-Q/A is being filed because we learned from our auditor subsequent to the Original Filing that our auditor had not fully completed their internal quarterly procedures. KPMG LLP subsequently finished their internal quarterly procedures. There were no changes to the Original Filing and this 10-Q/A includes an update to the Exhibit List and corresponding exhibits. Accordingly, this 10-Q/A should be read in conjunction with the Original Filing.
Class A common stock
Document Information [Line Items]
Entity Common Stock Outstanding (in shares)		85,914,505
Class B common stock
Document Information [Line Items]
Entity Common Stock Outstanding (in shares)		9,955,674