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February 7, 2019
Eric S. Yuan
President and Chief Executive Officer
Zoom Video Communications, Inc.
55 Almaden Boulevard, 6th Floor
San Jose, California 95113
Re: Zoom Video Communications, Inc.
Draft Registration Statement on Form S-1
Submitted December 21, 2018
CIK No. 0001585521
Dear Mr. Yuan:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1 submitted December 21, 2018
Prospectus Summary, page 3
1. You state that as of January 31, 2019, a [currently blank]% of your
customers in the past
12 months with more than $[currently blank] of annual recurring revenue
(ARR) started
with at least one free host prior to subscribing. Please tell us why you
are providing this
information for only a subset of your customer base (i.e., those
customers with more than
a certain dollar amount of ARR) and how this information is useful to
investors. Also,
revise to disclose how you calculate ARR.
2. Please provide appropriate context regarding your disclosure on page 54
that you have
"millions of happy users." Include a definition of user in the
prospectus summary where
the term is first used. Explain the time period in which the number of
users was
Eric S. Yuan
FirstName LastNameEric S. Yuan
Zoom Video Communications, Inc.
Comapany NameZoom Video Communications, Inc.
February 7, 2019
February 7, 2019 Page 2
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FirstName LastName
counted and explain how you calculated the number. To the extent
material, disclose
how the number of users compares with the total number of hosts and
customers.
The Offering, page 11
3. Please tell us why the number of shares outstanding after the offering
excludes the Class
A common stock that will be issuable upon conversion of the
convertible promissory
notes. In this regard, we note that such notes will automatically
convert into common
stock upon the IPO if not previously converted.
Risk Factors
Risks Related to Our Business and Our Industry
We are subject to governmental export and import controls..., page 29
4. You state that you may have allowed access to your platform and
associated products and
software to some customers in apparent violation of U.S. economic
sanctions and export
control laws. Iran, North Korea and Syria are designated by the State
Department as state
sponsors of terrorism and are subject to U.S. economic sanctions and
export controls.
Sudan also is designated as a state sponsor of terrorism, is subject
to U.S. export controls
and, until recently, was subject to U.S. economic sanctions. You do
not include disclosure
about contacts with those countries. Please tell us whether your
apparent violation of U.S.
economic sanction laws relates to Iran, North Korea, Sudan and/or
Syria. If so, please
describe to us the nature and extent of your past, current and
anticipated contacts with
those countries, including with their governments, whether through
resellers, strategic
partners, customers or other direct or indirect arrangements.
Market and Industry Data, page 46
5. Please revise to clarify that you commissioned the 2017 study by
Forbes Insights, which
you reference on page 74. Additionally, file a consent from Forbes
Insights as an exhibit
to the registration statement pursuant to Securities Act Rule 436.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 54
6. You disclose that your average customer Net Promoter Score (NPS) was
over 70 in 2018.
Please revise to provide context for this statement, including a brief
explanation of this
measure and its scoring system.
Key Factors Affecting Our Performance, page 55
7. You state that your business depends on your ability to attract new
customers, retain and
upsell existing customers and upgrade free hosts. Please tell us
whether any metrics are
used to monitor the extent to which you acquire new customers, retain
or upsell existing
customers and convert free hosts to paid hosts. If so, include a
quantified discussion of
Eric S. Yuan
FirstName LastNameEric S. Yuan
Zoom Video Communications, Inc.
Comapany NameZoom Video Communications, Inc.
February 7, 2019
February 7, 2019 Page 3
Page 3
FirstName LastName
such metrics for each period presented and describe how each is
calculated. Refer to Item
303(a)(3) of Regulation S-K and Section III.B.1 of SEC Release No.
33-8350.
Our Go-to-Market Model, page 55
8. Please tell us the percentage of revenue generated from your large
enterprise accounts for
each period presented. To the extent such customers did not comprise a
material portion
of your current or historical revenues, revise to also disclose the
number of non-enterprise
customers or total number of customers for each period presented.
Refer to Item
303(a)(3)(ii) of Regulation S-K and Section III.B.1 of SEC Release No.
33-8350.
Results of Operations
Comparison of the Fiscal Years Ended January 31, 2017 and 2018
Revenue, page 59
9. You disclose that the increase in revenue was primarily attributable
to the addition of new
customers, an increase in users and sales of additional services to
existing customers.
Please revise to quantify the relative contribution of each of these
factors. Refer to Item
303(a)(3)(ii) of Regulation S-K and Section III.D of SEC Release No.
33-6835.
Critical Accounting Policies and Estimates
Common Stock Valuations, page 70
10. Please provide us with a breakdown of all equity awards granted to
date in fiscal 2019
including the fair value of the underlying common stock used to value
such awards as
determined by your board of directors. To the extent there were any
significant
fluctuations in the fair values from period-to-period, please describe
for us the factors that
contributed to these fluctuations, including any intervening events
within the company or
changes in your valuation assumptions or methodology.
Business, page 72
11. Please describe any cancellation provisions included in your contracts
and tell us whether
your customers are required to pay penalties for early cancellation.
Also, revise to
disclose the average term for your multi-year contracts.
Our Platform, page 75
12. You state that Bayada Home Health Care averages 2,000 Zoom meetings a
week while it
averaged under 100 meetings a week using several applications for
video conferencing
prior to Zoom. Please provide additional context by disclosing the
time period during
which you counted these meetings by Bayada. Further, disclose how the
2,000 Zoom
meetings a week compares to the average of the Zoom meetings held per
week for all of
your customers and/or hosts.
Eric S. Yuan
FirstName LastNameEric S. Yuan
Zoom Video Communications, Inc.
Comapany NameZoom Video Communications, Inc.
February 7, 2019
February 7, 2019 Page 4
Page 4
FirstName LastName
Our Competitive Strengths, page 76
13. Tell us how your dollar-based net retention rate is used in monitoring
the success of your
user adoption model. Also, revise to describe how such rate is
calculated and provide
such information for all periods presented.
Management, page 84
14. We note that several of your directors, including Carl Eschenbach and
Santiago
Subotovsky, have affiliations with your major stockholders. Please
revise this section to
describe any arrangement or understanding between any director and any
other persons
pursuant to which the director was selected to serve on the company's
board. We note the
reference to a voting agreement in the Investors' Rights Agreement
which you submitted
as an exhibit. Refer to Item 401(a) of Regulation S-K.
Certain Relationships and Related Party Transactions
Transactions with Veeva Systems Inc., page 101
15. You disclose that you have entered into a service agreement with Veeva
Systems
Inc., recognized revenues of $1.4 million from services provided to
Veeva during the
fiscal year ended January 31, 2018 and that one of your directors is
Veeva's CEO. Please
tell us whether you intend to file your service agreement with Veeva.
Refer to Item
601(b)(10)(ii)(A) of Regulation S-K.
Description of Capital Stock, page 106
16. Please revise to provide a more detailed description of the material
voting rights of the
Class A common stockholders. For example, disclose the circumstances
under which the
Class A common stockholders are entitled to a separate class vote
under Delaware law or
under your amended and restated certificate of incorporation.
General
17. We note that you have included certain graphics in your prospectus.
Please provide us
with copies of these and any other graphical materials or artwork that
you intend to use in
your prospectus. Upon review of such materials, we may have further
comments. For
guidance, consider Question 101.02 of our Securities Act Forms
Compliance and
Disclosure Interpretations.
18. Please provide us with copies of all written communications, as
defined in Securities Act
Rule 405, that you, or anyone authorized to do so on your behalf,
present to potential
investors in reliance on Securities Act Section 5(d), whether or not
they retain copies of
the communications.
Eric S. Yuan
Zoom Video Communications, Inc.
February 7, 2019
Page 5
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the
financial statements and related matters. Please contact Mitchell Austin, Staff
Attorney, at (202)
551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameEric S. Yuan Division of
Corporation Finance
Office of
Information Technologies
Comapany NameZoom Video Communications, Inc.
and Services
February 7, 2019 Page 5
cc: Alex K. Kassai, Esq.
FirstName LastName