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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cvent Holdings Corporation | NASDAQ:CVT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 8.52 | 8.52 | 9.24 | 0 | 01:00:00 |
Delaware
|
7372
|
98-1560055
|
||
(State or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated
filer
|
☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
CALCULATION OF REGISTRATION FEE
|
||||||||
|
||||||||
Title of Each Class of Securities
to be Registered |
Amount
to be Registered
(1)
|
Proposed Maximum
Offering Price Per Share
(2)
|
Proposed Maximum
Aggregate Offering Price
(2)
|
Amount of
Registration Fee |
||||
Common Stock, par value $0.0001 per share
(3)
|
513,892,605 | $7.81 | $4,010,931,782.03 | $371,813.38 | ||||
Common Stock, par value $0.0001 per share
(4)
|
155,644 | $7.81 | $1,214,801.42 | $112.61 | ||||
|
||||||||
|
(1) |
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
|
(2) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s common stock on December 20, 2021, as reported on Nasdaq.
|
(3) |
Represents shares of common stock, par value $0.0001 per share (“Common Stock”) registered for resale by the Selling Stockholders named in this registration statement.
|
(4) |
Represents shares of Common Stock issuable upon the exercise of options by former employees (“Options”).
|
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F-1 |
• |
Forrester, Cvent Thought Leadership Study: Data Review, February 22, 2021, which was commissioned by Cvent;
|
• |
Frost & Sullivan, Hospitality Cloud GLOBAL TAM 2021/2022, April 2021, which was commissioned by Cvent; and
|
• |
Frost & Sullivan, Events Technology GLOBAL TAM 2021/2022, April 2021, which was commissioned by Cvent.
|
• |
Cvent is substantially dependent upon the addition of new customers and the continued growth of the market for its event marketing and management solutions;
|
• |
Cvent’s Hospitality Cloud business depends on maintaining and expanding its relationships with hotels and venues;
|
• |
Data published by third parties and internally generated data and assumptions may prove to be inaccurate. In particular, the estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which Cvent competes achieves the forecasted growth, Cvent’s business could fail to grow at similar rates, if at all;
|
• |
If the security of Cvent or its customers’ confidential or personal information stored in Cvent’s or its third-party service providers’ systems is breached or otherwise subjected to unauthorized access, Cvent’s business could be materially and adversely affected, its reputation may be severely harmed and it may be exposed to liability.
|
• |
Cvent has indemnity provisions under its contracts with its customers, vendors, lessors, business partners and other parties, which could have a material adverse effect on Cvent’s business.
|
• |
Cvent faces significant competition from established and new companies offering event marketing and management software.
|
• |
Disruption of Cvent’s operations, infrastructure or systems, or disruption of the operations, infrastructure or systems of the third parties on which Cvent relies, could damage Cvent’s reputation and result in credits to customers or a loss of users, which would harm Cvent’s business and operating results.
|
• |
Cvent’s business depends substantially on renewing agreements with existing customers and selling additional solutions to them. Any decline in—or failure to grow—Cvent’s customer renewals or expansions would likely harm its future operating results.
|
• |
Cvent targets large customers, and sales to these customers involve risks that may not be present or are present to a lesser extent with sales to smaller customers. Large customers often demand more configuration and integration services, or customized features and functions that Cvent may not offer. Failure to secure large new customers, deepen its penetration of its large customer base or the loss of large customers would have an adverse effect on Cvent’s annual recurring revenue (“
ARR
”), business and operating results.
|
• |
Cvent’s net dollar retention rate may decline or fluctuate.
|
• |
Cvent’s business is substantially dependent upon the continued strength of the market for
on-demand
software solutions.
|
• |
If Cvent loses access to third-party licenses, Cvent’s software product development and production may be delayed or it may incur additional expense to modify Cvent’s products or products in development.
|
• |
If Cvent fails to comply with its obligations under license or technology agreements with third parties, Cvent may be required to pay damages and Cvent could lose license rights that are critical to its business.
|
• |
Cvent has experienced rapid growth and significant organizational change in recent periods and expect continued future growth, both organically and by acquisitions. If Cvent fails to manage its growth effectively, it may be unable to execute its business plan, maintain high levels of service or address competitive challenges adequately.
|
• |
Failure to adequately expand Cvent’s sales force will impede its growth.
|
• |
In the past Cvent has completed acquisitions and may acquire or invest in other companies or technologies in the future, which could divert management’s attention, fail to meet its expectations, result in additional dilution to Cvent’s stockholders, increase expenses, disrupt its operations and harm its operating results.
|
• |
Cvent’s long-term success depends, in part, on its ability to operate offices located outside of the United States, including India.
|
• |
Cvent’s business is susceptible to declines or disruptions in the demand for meetings and events, including those due to economic downturns, natural disasters, geopolitical upheaval and global pandemics.
|
• |
Cvent is dependent in part upon its relationships with its strategic partners to sustain the flow of RFPs, through the Hospitality Cloud.
|
• |
Cvent relies on third-party mobile application platforms such as the Apple App Store and the Google Play Store to distribute its mobile applications. Cvent’s business will suffer if it is unable to maintain a good relationship with such platform providers, if their terms and conditions or pricing change to our detriment, if it violates, or if a platform provider believes that it has violated, the terms and conditions of its platform, or if any of these platforms are unavailable for a prolonged period of time.
|
• |
Cvent has experienced losses in the first nine months of 2021, 2020 and in prior years, and Cvent may not achieve profitability in the future.
|
• |
If Cvent does not continue to innovate and provide solutions that are useful to Cvent’s customers and event registrants and attendees, Cvent may not remain competitive, and its revenue and operating results could suffer.
|
• |
Cvent’s sales cycle can be lengthy and unpredictable, which may cause its operating results to vary significantly.
|
• |
Cvent relies on the performance of highly skilled personnel, including senior management and its sales and technology professionals; if Cvent is unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, Cvent’s business would be harmed.
|
• |
Cvent’s ability to introduce new products and features is dependent on adequate research and development resources. If Cvent does not adequately fund its research and development efforts, Cvent may not be able to compete effectively and its business and operating results may be harmed.
|
• |
Seasonality may cause fluctuations in Cvent’s revenue, sales, billings, cash flow, operating expenses and operating results.
|
• |
If Cvent fails to offer high-quality customer support, its business and reputation would suffer.
|
• |
Cvent’s business could be adversely affected if its users are not satisfied with the deployment, training and support services provided by Cvent and its partners.
|
Issuer
|
Cvent Holding Corp. | |
Shares of Common Stock to be issued upon exercise of Options
|
Up to 155,644 shares. | |
Shares of Common Stock Offered by the Selling Stockholders
|
Up to 513,892,605 shares. | |
Shares of Common Stock Outstanding
|
481,121,695 shares (as of December 17, 2021). | |
Use of Proceeds
|
We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. With respect to the shares of Common Stock underlying Options, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such Options to the extent such Options are exercised for cash. We intend to use any such proceeds for general corporate purposes. | |
Market for Common Stock
|
Our Common Stock is currently traded on the Nasdaq Global Market under the symbol “CVT.” | |
Risk Factors
|
See “
Risk Factors
|
• |
the impact on Cvent’s operations and financial condition from the effects of the current
COVID-19
pandemic;
|
• |
Cvent’s ability to attract and retain new customers;
|
• |
Cvent’s ability to maintain and expand relationships with hotels and venues;
|
• |
the impact of a data breach or other security incident involving Cvent or its customers’ confidential or personal information stored in our or our third-party service providers’ systems;
|
• |
risks associated with indemnity provisions in some of Cvent’s agreements;
|
• |
the competitiveness of the market in which Cvent operates;
|
• |
the impact of a disruption of Cvent’s operations, infrastructure or systems, or disruption of the operations, infrastructure or systems of the third parties on which Cvent relies;
|
• |
Cvent’s ability to renew agreements with and sell additional solutions to its customers;
|
• |
Cvent’s ability to maintain access to third-party licenses;
|
• |
Cvent’s ability to comply with its obligations under license or technology agreements with third parties;
|
• |
Cvent’s ability to manage its growth effectively;
|
• |
Cvent’s ability to expand its sales force;
|
• |
risks and uncertainties associated with potential acquisitions and divestitures;
|
• |
Cvent’s ability to operate offices located outside of the United States, including India;
|
• |
the impact of declines or disruptions in the demand for events and meetings;
|
• |
risks associated with Cvent’s reliance on third-party mobile application platforms such as the Apple App Store and the Google Play Store to distribute its mobile applications;
|
• |
Cvent’s history of losses and ability to achieve profitability in the future;
|
• |
Cvent’s ability to develop, introduce and market new and enhanced versions of its solutions to meet customer needs and expectations;
|
• |
the impact of Cvent’s lengthy and unpredictable sales cycle;
|
• |
Cvent’s ability to retain, hire and integrate skilled personnel, including its senior management team;
|
• |
Cvent’s ability to fund its research and development efforts;
|
• |
the seasonality of Cvent’s sales and customer growth;
|
• |
Cvent’s ability to offer high-quality customer support;
|
• |
the impact of contractual disputes with Cvent’s customers;
|
• |
the impact of any significant reduction in spending by advertisers on Cvent’s platforms;
|
• |
Cvent’s ability to maintain, enhance and protect its brand;
|
• |
the impact of delays in product and service development, including delays beyond Cvent’s control;
|
• |
Cvent’s ability to maintain the compatibility of its solutions with third-party applications;
|
• |
risks related to incorrect or improper use of Cvent’s solutions or its failure to properly train customers on how to utilize its solutions;
|
• |
the impact of Cvent’s reliance on data provided by third parties;
|
• |
risks associated with privacy concerns and end users’ acceptance of Internet behavior tracking;
|
• |
Cvent’s ability to maintain its corporate culture as it grows;
|
• |
Cvent’s ability to comply with legal requirements, contractual obligations and industry standards relating to security, data protection and privacy;
|
• |
Cvent’s ability to comply with the rules and regulations adopted by the payment card networks;
|
• |
Cvent’s ability to obtain, maintain, protect and enforce its intellectual property and proprietary rights;
|
• |
risks associated with lawsuits by third parties for alleged infringement, misappropriation or other violation of their intellectual property and proprietary rights;
|
• |
risks associated with Cvent’s use of open source software in certain of its solutions;
|
• |
risks associated with changes in tax laws;
|
• |
the impact of third-party claims, including by governmental bodies, regarding the content and advertising distributed by Cvent’s customers through its service;
|
• |
risks associated with changes in financial accounting standards;
|
• |
risks associated with fluctuations in currency exchange rates;
|
• |
Cvent’s ability to raise additional capital or generate cash flows necessary to expand its operations and invest in new technologies in the future;
|
• |
Cvent’s ability to develop and maintain proper and effective internal control over financial reporting;
|
• |
changes in applicable laws or regulations;
|
• |
the ability of Cvent to expand or maintain its existing customer base;
|
• |
the effect of global economic conditions or political transitions on Cvent’s customers and their ability to continue to purchase Cvent products;
|
• |
the effect of
COVID-19
on the foregoing, including the impact on our virtual, hybrid and
in-person
offerings, each of which has been and may continue to be impacted differently by
COVID-19;
and
|
• |
other risks and uncertainties, including those described under the heading “Risk Factors.”
|
• |
undetected errors or unauthorized use of another person’s code in the third party’s software;
|
• |
disagreement over the scope of the license and other key terms, such as royalties payable;
|
• |
infringement, misappropriation or other actions brought by third-party licensees;
|
• |
that third parties will create solutions that directly compete with our products; and
|
• |
termination or expiration of the license.
|
• |
unanticipated costs or liabilities associated with the acquisition, including tax liabilities;
|
• |
incurrence of acquisition-related costs, which would be recognized as a current period expense;
|
• |
inability to generate sufficient revenue or profit to offset acquisition or investment costs, or failure to generate the revenue we had anticipated from the acquired business;
|
• |
the inability to maintain and renew relationships with customers and partners of the acquired business;
|
• |
the difficulty of incorporating acquired technology and rights into our platform and of maintaining quality and security standards consistent with our brand;
|
• |
difficulties and additional expenses associated with supporting legacy products;
|
• |
delays in customer purchases due to uncertainty related to any acquisition;
|
• |
the need to integrate or implement additional controls, procedures and policies;
|
• |
challenges caused by distance, language and cultural differences;
|
• |
harm to our existing business relationships with business partners and customers as a result of the acquisition;
|
• |
the potential loss of key employees;
|
• |
use of resources that are needed in other parts of our business and diversion of management and employee resources;
|
• |
the inability to recognize acquired revenue in accordance with our revenue recognition policies under
|
• |
GAAP and the loss of acquired deferred revenue;
|
• |
the use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition;
|
• |
delays or errors in integrating
back-end
systems and departments, including but not limited to accounting and CRM systems; and
|
• |
from time to time after acquiring a business, product, or technology, we may determine that it is necessary or appropriate to dispose of some or all of the acquired assets or business, and we may not be able to execute such disposition at a favorable time, or upon favorable terms.
|
• |
increased costs and unexpected errors in the localization of our solutions, including translation into foreign languages and adaptation for local practices and regulatory requirements;
|
• |
challenges posed by different pricing environments and different forms of competition;
|
• |
lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements (including privacy and data security requirements) and tariffs; the costs of compliance with anti-corruption and anti-bribery laws; and the risks and costs of noncompliance with such laws;
|
• |
changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;
|
• |
difficulties in managing technology partners and differing technology standards;
|
• |
difficulties in collecting accounts receivable;
|
• |
difficulties in managing and staffing international operations;
|
• |
differing labor laws and varying expectations as to employee standards;
|
• |
difficulties in maintaining our company culture with a dispersed and distance workforce;
|
• |
fluctuations in exchange rates that may increase the volatility of our foreign-based revenue and costs;
|
• |
potentially adverse tax consequences, including those arising from the complexities of foreign value added tax (or other tax, including transfer pricing) systems, and restrictions on the repatriation of earnings;
|
• |
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
|
• |
uncertain political and economic climates;
|
• |
reduced or varied protection for intellectual property rights in some countries;
|
• |
that we may decide that it is necessary or appropriate to establish one or more data centers outside of the United States, which could be costly; and
|
• |
inability to deliver compelling marketing messages that resonate with a local audience.
|
• |
Our ability to increase or maintain user engagement;
|
• |
Our ability to drive planners to our sourcing networks;
|
• |
Our ability to increase or maintain the quantity and quality of ads shown to consumers;
|
• |
The effectiveness of our advertising and the extent to which it generates sales leads, customers, bookings or financial results on a cost-effective basis;
|
• |
The competitiveness of our products, traffic quality, perception of our platform, and availability and accuracy of analytics and measurement solutions to demonstrate our value; and
|
• |
Adverse government actions or legal developments relating to advertising, including limitations on our ability to deliver targeted advertising.
|
• |
adversely affect our relationships with our current or future customers;
|
• |
cause delays or stoppages in providing our software solutions;
|
• |
divert management’s attention and resources;
|
• |
require technology changes or work-arounds to our platform that would cause us to incur substantial cost;
|
• |
subject us to significant liabilities or damages;
|
• |
necessitate incurring significant legal, settlement, royalty or licensing fees;
|
• |
require us to satisfy indemnification obligations; and
|
• |
require us to cease some or all of our activities or impose other unfavorable terms.
|
• |
limiting funds otherwise available for financing our capital expenditures by requiring us to dedicate a portion of our cash flows from operations to the repayment of debt and the interest on this debt;
|
• |
limiting our ability to incur additional indebtedness;
|
• |
limiting our ability to capitalize on significant business opportunities;
|
• |
making us more vulnerable to rising interest rates; and
|
• |
making us more vulnerable in the event of a downturn in our business.
|
• |
incur additional indebtedness;
|
• |
pay dividends on or make distributions in respect of capital stock or repurchase or redeem capital stock;
|
• |
prepay, redeem or repurchase certain indebtedness;
|
• |
make loans and investments;
|
• |
sell or otherwise dispose of assets, including capital stock of restricted subsidiaries;
|
• |
incur liens;
|
• |
enter into transactions with affiliates;
|
• |
enter into agreements restricting the ability of our subsidiaries to pay dividends; and
|
• |
consolidate, merge or sell all or substantially all of our assets.
|
• |
in how we conduct our business;
|
• |
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
|
• |
unable to compete effectively or to take advantage of new business opportunities.
|
• |
develop and enhance our products;
|
• |
continue to expand our product development, sales and marketing organizations;
|
• |
hire, train and retain employees;
|
• |
respond to competitive pressures or unanticipated working capital requirements; or
|
• |
pursue acquisition opportunities.
|
• |
variations in its operating performance and the performance of its competitors in general;
|
• |
material and adverse impact of the
COVID-19
pandemic on our business, the markets and the broader global economy;
|
• |
actual or anticipated fluctuations in our quarterly or annual operating results;
|
• |
publication of research reports by securities analysts about us or our competitors or our industry;
|
• |
the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
|
• |
our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
|
• |
additions and departures of key personnel;
|
• |
changes in laws and regulations affecting its business;
|
• |
commencement of, or involvement in, litigation involving us;
|
• |
changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
|
• |
the volume of shares of Common Stock available for public sale; and
|
• |
general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.
|
• |
our existing shareholders’ proportionate ownership interest will decrease;
|
• |
the amount of cash available per share, including for payment of dividends in the future, may decrease;
|
• |
the relative voting strength of each previously outstanding share of Common Stock may be diminished; and
|
• |
the market price of our Common Stock may decline.
|
• |
the ability of the Board to issue shares of Preferred Stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
• |
the limitation of the liability of, and the indemnification of, our directors and officers;
|
• |
the requirement that a special meeting of stockholders may be called only by a majority of the entire Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
• |
controlling the procedures for the conduct and scheduling of Board and stockholder meetings;
|
• |
the ability of the Board to amend the Bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and
|
• |
advance notice procedures with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
|
(a) |
in connection with the Domestication, (i) each issued and outstanding Class A ordinary share, and each issued and outstanding Class B ordinary share, of Dragoneer was converted into one share of Common Stock; (ii) the governing documents of Dragoneer were amended and restated and became the certificate of incorporation and the bylaws of the Company filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Dragoneer was domesticated and continues as a Delaware corporation and (iii) Dragoneer changed its name to “Cvent Holding Corp.”
|
(b) |
Legacy Cvent consummated the merger transactions contemplated by the Business Combination Agreement, whereby (i) Merger Sub I merged with and into Legacy Cvent, and the separate corporate existence of Merger Sub I ceased and Legacy Cvent became the surviving corporation and (ii) promptly following the First Effective Time, Legacy Cvent merged with and into Merger Sub II, with Merger Sub II as the surviving company in the Second Merger after giving effect to the Mergers, Merger Sub II will be a wholly-owned subsidiary of Dragoneer. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the First Effective Time, each share and equity award of Legacy Cvent outstanding as of immediately prior to the First Effective Time was exchanged for shares of Common Stock or comparable equity awards that were settled or were exercisable for shares of Common Stock, as applicable, based on an implied Legacy Cvent equity value of $4,467,973,959. Legacy Cvent’s existing stockholders prior to the First Effective Time received approximately 416,483,028 shares of Common Stock and Legacy Cvent’s existing optionholders prior to the First Effective Time received approximately 51,649,748 options to purchase Common Stock, subject to the same vesting terms as the corresponding Legacy Cvent options.
|
• |
the issuance and sale of 47,500,000 shares of Common Stock to the PIPE Investors at a purchase price of $10.00 per share for aggregate proceeds of $475.0 million pursuant to the Subscription Agreements;
|
• |
the issuance and sale of 5,000,000 Class A ordinary shares to Dragoneer Funding II LLC at a purchase price of $10.00 per share for aggregate proceeds of $50.0 million pursuant to the Forward Purchase Agreement and the Business Combination Agreement;
|
• |
the conversion of the $2.0 million promissory note made from the Sponsor into 200,000 shares of Class A ordinary shares at a price of $10.00 per share upon the consummation of the Business Combination; and
|
• |
the repayment of $500.0 million of existing Legacy Cvent debt.
|
• |
Legacy Cvent’s existing stockholders have a majority of the voting power in the Company;
|
• |
Legacy Cvent has the ability to nominate a majority of the initial members of our Board;
|
• |
Legacy Cvent’s senior management is the senior management of the Company;
|
• |
Legacy Cvent’s operations prior to the Business Combination comprise the ongoing operations of the Company;
|
• |
Legacy Cvent is the larger entity based on historical operating activity and has the larger employee base; and
|
• |
The post-combination company assumed a Legacy Cvent branded name: “Cvent Holding Corp.”
|
Pro Forma Combined
|
||||||||
Number of
Shares |
%
|
|||||||
Legacy Cvent Stockholders (1)
|
416,483,028 | 86.6 | % | |||||
Dragoneer’s public stockholders
|
4,286,667 | 0.9 | % | |||||
Sponsor (2)
|
7,852,000 | 1.6 | % | |||||
PIPE Investors (3)
|
52,500,000 | 10.9 | % | |||||
|
|
|
|
|||||
Pro Forma Common Stock
|
|
481,121,695
|
|
|
100.0
|
%
|
||
|
|
|
|
(1) |
Excludes 51,649,748 Legacy Cvent options.
|
(2) |
Includes 6,900,000 shares held by the Initial Shareholders, 752,000 shares held by the Sponsor from conversion of its private placement shares in the Domestication and 200,000 shares received by the Sponsor from the conversion of the promissory note upon the consummation of the Business Combination.
|
(3) |
Includes 47,500,000 shares of Common Stock issued to the PIPE Investors in the PIPE Financing and 5,000,000 shares purchased by Dragoneer Funding II LLC pursuant to the Forward Purchase Agreement and the Business Combination Agreement.
|
As of September 30, 2021
|
Transaction
Accounting
Adjustments
|
As of
September 30, 2021 |
||||||||||||||||||
Legacy
Cvent |
Dragoneer
|
Pro Forma
|
||||||||||||||||||
(Historical)
|
(Historical)
|
(Note 3)
|
Combined
|
|||||||||||||||||
Assets
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 115,406 | $ | 1,171 | $ | 276,014 | (a | ) | $ | 138,222 | ||||||||||
(9,660 | ) | (b | ) | |||||||||||||||||
(36,557 | ) | (c | ) | |||||||||||||||||
475,000 | (d | ) | ||||||||||||||||||
50,000 | (e | ) | ||||||||||||||||||
(233,152 | ) | (g | ) | |||||||||||||||||
(500,000 | ) | (l | ) | |||||||||||||||||
Restricted cash
|
103 | — | — | 103 | ||||||||||||||||
Short-term investments
|
2,696 | — | — | 2,696 | ||||||||||||||||
Accounts receivable, net
|
82,651 | — | — | 82,651 | ||||||||||||||||
Capitalized commissions, net
|
22,142 | — | — | 22,142 | ||||||||||||||||
Prepaid expenses and other current assets
|
15,934 | 729 | (2,366 | ) | (c | ) | 14,297 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current assets
|
|
238,932
|
|
|
1,900
|
|
|
19,279
|
|
|
260,111
|
|
||||||||
Investment held in Trust Account
|
— | 276,014 | (276,014 | ) | (a | ) | — | |||||||||||||
Property and equipment, net
|
16,024 | — | — | 16,024 | ||||||||||||||||
Capitalized software development costs, net
|
113,519 | — | — | 113,519 | ||||||||||||||||
Intangible assets, net
|
234,160 | — | — | 234,160 | ||||||||||||||||
Goodwill
|
1,617,936 | — | — | 1,617,936 | ||||||||||||||||
Operating lease
right-of-use
|
29,031 | — | — | 29,031 | ||||||||||||||||
Capitalized commissions, net,
non-current
|
19,275 | — | — | 19,275 | ||||||||||||||||
Deferred tax assets,
non-current
|
1,999 | — | — | 1,999 | ||||||||||||||||
Other assets,
non-current,
net
|
3,997 | — | (479 | ) | (l | ) | 3,518 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total assets
|
|
2,274,873
|
|
|
277,914
|
|
|
(257,214
|
)
|
|
2,295,573
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Liabilities
|
||||||||||||||||||||
Current portion of long-term debt
|
4,546 | — | — | 4,546 | ||||||||||||||||
Accounts payable
|
2,316 | — | — | 2,316 | ||||||||||||||||
Accrued expenses and other current liabilities
|
69,865 | 2,690 |
|
(2,412
(2,016
|
)
|
|
(c
(c
|
)
)
|
68,127 | |||||||||||
Convertible note
|
— | 2,000 | (2,000 | ) | (h | ) | — | |||||||||||||
Fees payable to customers
|
30,750 | — | — | 30,750 | ||||||||||||||||
Operating lease liabilities, current
|
11,459 | — | — | 11,459 | ||||||||||||||||
Deferred revenue
|
226,307 | — | — | 226,307 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total current liabilities
|
|
345,243
|
|
|
4,690
|
|
|
(6,428
|
)
|
|
343,505
|
|
||||||||
Deferred tax liabilities,
non-current
|
18,226 | — | — | 18,226 | ||||||||||||||||
Deferred underwriting fee payable
|
— | 9,660 | (9,660 | ) | (b | ) | — | |||||||||||||
Long-term debt, net
|
750,540 | — | (495,235 | ) | (l | ) | 255,305 | |||||||||||||
Operating lease liabilities,
non-current
|
32,036 | — | — | 32,036 | ||||||||||||||||
Other liabilities,
non-current
|
7,651 | — | — | 7,651 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities
|
|
1,153,696
|
|
|
14,350
|
|
|
(511,323
|
)
|
|
656,723
|
|
||||||||
|
|
|
|
|
|
|
|
Transaction
Accounting
Adjustments
|
As of
|
|||||||||||||||||||
As of September 30, 2021
|
September 30,
2021 |
|||||||||||||||||||
Legacy
Cvent |
Dragoneer
|
Pro Forma
|
||||||||||||||||||
(Historical)
|
(Historical)
|
(Note 3)
|
Combined
|
|||||||||||||||||
Commitments and contingencies
|
||||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
— | 276,000 | (276,000 | ) | (f | ) | — | |||||||||||||
Stockholders’ equity
|
||||||||||||||||||||
Preference shares
|
— | — | — | — | ||||||||||||||||
Dragoneer Ordinary shares
|
||||||||||||||||||||
Class A
|
— | — | 1 | (e | ) | — | ||||||||||||||
3 | (f | ) | ||||||||||||||||||
(3 | ) | (g | ) | |||||||||||||||||
— | (h | ) | ||||||||||||||||||
(1 | ) | (i | ) | |||||||||||||||||
Class B
|
— | 1 | (1 | ) | (i | ) | — | |||||||||||||
Legacy Cvent Common stock
|
1 | (1 | ) | (j | ) | — | ||||||||||||||
Common stock
|
— | — | 5 | (d | ) | 49 | ||||||||||||||
2 | (i | ) | ||||||||||||||||||
42 | (j | ) | ||||||||||||||||||
Additional
paid-in
capital
|
1,953,654 | — | (30,348 | ) | (c | ) | 2,476,523 | |||||||||||||
474,995 | (d | ) | ||||||||||||||||||
49,999 | (e | ) | ||||||||||||||||||
275,997 | (f | ) | ||||||||||||||||||
(233,149 | ) | (g | ) | |||||||||||||||||
2,000 | (h | ) | ||||||||||||||||||
(41 | ) | (j | ) | |||||||||||||||||
(16,584 | ) | (k | ) | |||||||||||||||||
Accumulated other comprehensive loss
|
(2,415 | ) | — | — | (2,415 | ) | ||||||||||||||
Accumulated deficit
|
(830,063 | ) | (12,437 | ) | (4,147 | ) | (c | ) | (835,307 | ) | ||||||||||
16,584 | (k | ) | ||||||||||||||||||
(5,244 | ) | (l | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total stockholders’ equity
|
|
1,121,177
|
|
|
(12,436
|
)
|
|
530,109
|
|
|
1,638,850
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities and stockholders’ equity
|
$
|
2,274,873
|
|
$
|
277,914
|
|
$
|
(257,214
|
)
|
$
|
2,295,573
|
|
||||||||
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2021 |
Transaction
Accounting
Adjustments
|
Nine Months
Ended September 30, 2021 |
||||||||||||||||||
Legacy
Cvent |
Dragoneer
|
Pro Forma
|
||||||||||||||||||
(Historical)
|
(Historical)
|
(Note 3)
|
Combined
|
|||||||||||||||||
Revenue
|
$ | 374,159 | $ | — | $ | — | $ | 374,159 | ||||||||||||
Cost of revenue
|
140,479 | — | — | 140,479 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit
|
233,680 | — | — | 233,680 | ||||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Sales and marketing
|
99,069 | — | — | 99,069 | ||||||||||||||||
Research and development
|
72,016 | — | — | 72,016 | ||||||||||||||||
General and administrative
|
63,711 | 4,044 | — | 67,755 | ||||||||||||||||
Intangible asset amortization, excluding cost of revenue
|
38,721 | — | — | 38,721 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses
|
|
273,517
|
|
|
4,044
|
|
|
—
|
|
|
277,561
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations
|
|
(39,837
|
)
|
|
(4,044
|
)
|
|
—
|
|
|
(43,881
|
)
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Other income (expense):
|
||||||||||||||||||||
Interest expense
|
(22,717 | ) | — | 15,923 | (bb | ) | (6,794 | ) | ||||||||||||
Interest earned on marketable securities held in Trust Account
|
— | 14 | (14 | ) | (aa | ) | — | |||||||||||||
Amortization of deferred financing costs and debt discount
|
(2,823 | ) | — | — | (2,823 | ) | ||||||||||||||
Other income, net
|
6,135 | — | — | 6,135 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total other income (expense)
|
(19,405 | ) | 14 | 15,909 | (3,482 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes
|
(59,242 | ) | (4,030 | ) | 15,909 | (47,363 | ) | |||||||||||||
Provision for income taxes
|
5,294 | — | 3,977 | (dd | ) | 9,271 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
$
|
(64,536
|
)
|
$
|
(4,030
|
)
|
$
|
11,932
|
|
$
|
(56,634
|
)
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted weighted average shares outstanding
|
917,641 | 481,121,695 | ||||||||||||||||||
Basic and diluted net loss per share
|
$ | (70.33 | ) | $ | (0.12 | ) |
For the Year
Ended December 31, 2020 |
For the
period
from
September 25, 2020 (inception) through December 31, 2020 |
Transaction
Accounting
Adjustments
|
For the Year
Ended December 31, 2020 |
|||||||||||||||||
Legacy
Cvent |
Dragoneer
|
Pro Forma
|
||||||||||||||||||
(Historical)
|
(Historical)
|
(Note 3)
|
Combined
|
|||||||||||||||||
Revenue
|
$ | 498,700 | $ | — | $ | — | $ | 498,700 | ||||||||||||
Cost of revenue
|
176,250 | — | — | 176,250 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit
|
322,450 | — | — | 322,450 | ||||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Sales and marketing
|
128,388 | — | — | 128,388 | ||||||||||||||||
Research and development
|
87,866 | — | — | 87,866 | ||||||||||||||||
General and administrative
|
80,564 | 98 | — | 80,662 | ||||||||||||||||
Intangible asset amortization, excluding cost of revenue
|
53,844 | — | — | 53,844 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses
|
|
350,662
|
|
|
98
|
|
|
—
|
|
|
350,760
|
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations
|
|
(28,212
|
)
|
|
(98
|
)
|
|
—
|
|
|
(28,310
|
)
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Other income (expense):
|
||||||||||||||||||||
Interest expense
|
(35,557 | ) | — | 21,249 | (bb | ) | (14,308 | ) | ||||||||||||
Amortization of deferred financing costs and debt discount
|
(3,798 | ) | — | — | (3,798 | ) | ||||||||||||||
Gain/(loss) on divestitures, net
|
(9,634 | ) | — | — | (9,634 | ) | ||||||||||||||
Loss on repayment of debt
|
— | — | (5,244 | ) | (cc | ) | (5,244 | ) | ||||||||||||
Other income, net
|
1,333 | — | — | 1,333 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total other income (expense)
|
(47,656 | ) | — | 16,005 | (31,651 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes
|
(75,868 | ) | (98 | ) | 16,005 | (59,961 | ) | |||||||||||||
Provision for income taxes
|
7,865 | 4,001 | (dd | ) | 11,866 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
$
|
(83,733
|
)
|
$
|
(98
|
)
|
$
|
12,004
|
|
$
|
(71,827
|
)
|
||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted weighted average shares outstanding
|
917,109 | 481,121,695 | ||||||||||||||||||
Basic and diluted net loss per share
|
$ | (91.30 | ) | $ | (0.15 | ) |
• |
Legacy Cvent’s unaudited condensed consolidated balance sheet as of September 30, 2021 and the related notes included elsewhere in this prospectus; and
|
• |
Dragoneer’s unaudited condensed balance sheet as of September 30, 2021 and the related notes included elsewhere in this prospectus.
|
• |
Legacy Cvent’s unaudited condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2021 and the related notes included elsewhere in this prospectus; and
|
• |
Dragoneer’s unaudited condensed statement of operations for the nine months ended September 30, 2021 and the related notes included elsewhere in this prospectus.
|
• |
Legacy Cvent’s audited consolidated statement of operations and comprehensive loss for the year ended December 31, 2020 and the related notes included elsewhere in this prospectus; and
|
• |
Dragoneer’s audited statement of operations for the period from September 25, 2020 (inception) through December 31, 2020 and the related notes included elsewhere in this prospectus.
|
(a) |
Reflects the liquidation and reclassification of investment held in the trust account that became available following the Business Combination.
|
(b) |
Reflects the settlement of $9.7 million in deferred underwriting fee payable.
|
(c) |
Represents estimated transaction costs incurred by Legacy Cvent and Dragoneer of approximately $30.35 million and $6.56 million, respectively, for legal, financial advisory and other professional fees. The Dragoneer estimated transaction costs exclude the deferred underwriting fee payable as described in Note 3(b) above.
|
• |
Approximately $2.02 million was deferred in Prepaid expenses and other current assets and accrued in Accrued expenses and other current liabilities as of September 30, 2021; and
|
• |
Approximately $0.35 million was deferred in Prepaid expenses and other current assets and paid as of September 30, 2021.
|
• |
Approximately $2.41 million were accrued by Dragoneer in Accrued expenses and other current liabilities and recognized as expense as of September 30, 2021; and
|
• |
Approximately $4.15 million were reflected as an adjustment to accumulated deficit, which represents the total estimated Dragoneer transaction costs less $2.41 million previously recognized as expense as of September 30, 2021. These costs reflected as an adjustment to accumulated deficit have been excluded from the unaudited pro forma condensed combined statement of operations.
|
(d) |
Reflects proceeds of $475.0 million from the issuance and sale of 47,500,000 shares of Common Stock, par value of $0.0001 per share, at $10.00 per share in the PIPE Financing pursuant to the Subscription Agreements.
|
(e) |
Reflects proceeds of $50.0 million from the issuance and sale of 5,000,000 Class A ordinary shares, par value of $0.0001 per share, to Dragoneer Funding II LLC at $10.00 per share pursuant to the Forward Purchase Agreement and the Business Combination Agreement.
|
(f) |
Reflects the reclassification of $276.0 million of Dragoneer Class A ordinary shares, par value of $0.0001 per share, subject to possible redemption to permanent equity.
|
(g) |
Represents redemptions of 23,313,333 Class A ordinary shares for $233.2 million allocated to common stock and additional
paid-in
capital using par value of $0.0001 per share and at a redemption price of approximately $10.00 per share.
|
(h) |
Represents the conversion of the promissory note made from the Sponsor into 200,000 shares of Class A ordinary shares, par value of $0.0001 per share, at a price of $10.00 per share upon the consummation of the Business Combination.
|
(i) |
Reflects the conversion of Class A ordinary shares and Class B ordinary shares, on a
one-for
one basis, into shares of Common Stock in the Domestication.
|
(j) |
Reflects the recapitalization of Legacy Cvent equity of 917,761 common shares into 416,483,028 shares of Common Stock, par value of $0.0001 per share.
|
(k) |
Reflects the elimination of Dragoneer’s historical accumulated deficit after recording the transaction costs to be incurred by Dragoneer as described in Note 3(c) above.
|
(l) |
Represents the repayment of approximately $500.0 million of Legacy Cvent’s existing debt in connection with the Business Combination. The difference between the cash proceeds and the carrying value of Legacy Cvent’s debt, including deferred financing costs recorded within Other assets,
non-current,
net, is recorded as a loss on repayment of debt and recorded as a decrease to Accumulated deficit. The loss on repayment of debt recorded through Accumulated deficit is included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 as discussed in Note 3(cc) below.
|
(aa) |
Represents pro forma adjustment to eliminate interest earned on marketable securities held in the trust account.
|
(bb) |
Reflects the elimination of interest expense related to a portion of Legacy Cvent’s existing debt, which will be repaid as described in Note 3(l) above.
|
(cc) |
Represents the pro forma adjustment to recognize the loss on repayment of debt related to the repayment of Legacy Cvent’s existing debt as discussed in Note 3(l) above. The loss is reflected as if incurred on January 1, 2020, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statements of operations. These costs will not affect the Company’s income statement beyond 12 months after the acquisition date.
|
(dd) |
Reflects the adjustment to income tax expense as a result of the tax impact on the pro forma adjustments at the estimated combined statutory tax rate of 25.0%.
|
Nine Months
Ended September 30, 2021 |
Year Ended
December 31, 2020 |
|||||||
Pro forma net loss (in thousands)
|
$ | (56,634 | ) | $ | (71,827 | ) | ||
Weighted average shares outstanding, basic and diluted
|
481,121,695 | 481,121,695 | ||||||
Net loss per share, basic and diluted (1)
|
$ | (0.12 | ) | $ | (0.15 | ) | ||
Weighted average shares calculation, basic and diluted
|
||||||||
Dragoneer’s public stockholders
|
4,286,667 | 4,286,667 | ||||||
Sponsor (2)
|
7,852,000 | 7,852,000 | ||||||
PIPE Investors (3)
|
52,500,000 | 52,500,000 | ||||||
Legacy Cvent Stockholders
|
416,483,028 | 416,483,028 | ||||||
|
|
|
|
|||||
481,121,695 | 481,121,695 | |||||||
|
|
|
|
(1) |
The pro forma basic and diluted shares exclude 51,649,748 Legacy Cvent options because including them would be antidilutive.
|
(2) |
Includes 6,900,000 shares held by the Initial Shareholders, 752,000 shares held by the Sponsor from conversion of its private placement shares in the Domestication and 200,000 shares received by the Sponsor from the conversion of the promissory note upon the consummation of the Business Combination.
|
(3) |
Includes 47,500,000 shares of Common Stock issued to the PIPE Investors in the PIPE Financing and 5,000,000 shares of Class A ordinary shares purchased by Dragoneer Funding II LLC pursuant to the Forward Purchase Agreement and the Business Combination Agreement.
|
• |
A branded “virtual event lobby” that provides easy access to key event details, live and upcoming sessions and surveys;
|
• |
Immersive and interactive virtual sessions with enterprise-grade live or
pre-recorded
video, including
on-demand
offerings;
|
• |
A video production solution to help event professionals easily capture and produce broadcast-quality video content, whether live or
pre-recorded,
for online audiences, which permit event planners to easily capture and produce great-looking video content for more engaging webinars, and virtual events;
|
• |
Video conferencing capabilities to support collaborative sessions, virtual appointments and virtual meeting rooms;
|
• |
Powerful interactivity features including polling, live session Q&A, and chat;
|
• |
Gamification to encourage attendees to stay engaged by awarding them points for taking actions, such as joining a session, submitting feedback or visiting a virtual booth;
|
• |
Virtual roundtable discussions that connect attendees and enable them to network with one another; and
|
• |
Collected real-time feedback via session surveys.
|
• |
sponsoring and participating in user conferences, trade shows and industry events;
|
• |
customer advocacy marketing;
|
• |
public relations efforts; and
|
• |
social media marketing.
|
Technology
|
Financial Services
|
Life Sciences
|
||
Cisco
Okta
Pendo
TeraData
Zoom
|
Lincoln Financial Group
Mastercard
Metlife
MorningStar
World Bank
|
BioHorizons
Bristol-Myers Squibb
Mednet
PENTAX Medical
Sonova USA, Inc.
|
||
CPG & Manufacturing
|
Professional Services
|
Education
|
||
Deere & Co.
Olympus
The Coca Cola Company
TruGreen
W.L.Gore
|
Cengage Learning
Deloitte & Touche
InXpress
KPMG
ServiceMaster Company
|
Duke University
Georgetown University
Penn State University
Univ. of Southern California
Yale University Central
IT Department
|
Association
|
Non-Profit
|
Government
|
||
American Association of Community
Colleges
American Diabetes Association
Association of American Medical
Colleges
California Teachers Association
National Education Association
|
Anti-Defamation League
Children’s Defense Fund
NAACP
The National Geographic Society
YMCA of the U.S.A.
|
California Public Employees
Retirement System
Federal Deposit Insurance Corporation (FDIC)
NASA Research & Education Support Services
National Institute of Health
U.S. Dept. Of State
|
Hotels
|
Convention & Visitor Bureaus
|
|
Accor
Best Western Hotels & Resorts
Marriott International Radisson Hotel Group
Taj Hotels, Palaces & Resorts
|
Visit Dallas
Visit Anaheim
New Orleans & Company
Department of Culture and Tourism Abu Dhabi
Hong Kong Tourism Board
|
Customer Count
|
12/31/2018
|
12/31/2019
|
9/30/2020
|
12/31/2020
|
9/30/2021
|
|||||||||||||||
Event Cloud
|
11,051 | 13,006 | 12,519 | 12,018 | 10,743 | |||||||||||||||
Hospitality Cloud
|
11,044 | 14,102 | 14,285 | 13,883 | 10,333 | |||||||||||||||
Overall
|
|
21,944
|
|
|
26,725
|
|
|
26,415
|
|
|
25,532
|
|
|
20,680
|
|
• |
small and large event technology providers that compete with one or some of the components of our platform, such as event marketing, consumer ticketing, registration management, onsite solutions, mobile event apps and venue sourcing and booking;
|
• |
providers that exclusively offer point solutions for hosting events;
|
• |
in-house developed solutions that are difficult to maintain and do not integrate into marketing automation or CRM systems;
|
• |
meeting and event management firms that offer their own custom-built event technology or leverage other commercial tools to run events for organizations of all sizes;
|
• |
venue searches and bookings processed by phone or email, and budget and expense through spreadsheets;
|
• |
online group sourcing and booking solutions, including group buying websites, consolidators and wholesalers of meeting products and services, and search websites; and
|
• |
hotel and venue direct websites and their call centers that provide direct sourcing and booking solutions.
|
• |
breadth and depth of feature set;
|
• |
pricing;
|
• |
user experience;
|
• |
financial viability;
|
• |
industry expertise;
|
• |
proven customer references;
|
• |
global client support and implementation services;
|
• |
scalability and security;
|
• |
privacy and industry-specific compliance with regulations;
|
• |
integration into other enterprise software solutions; and
|
• |
terms and commissions for direct booking.
|
• |
Rajeev Aggarwal, Founder, Chief Executive Officer and Director;
|
• |
Charles Ghoorah,
Co-founder,
President of Worldwide Sales and Marketing;
|
• |
David Quattrone,
Co-founder,
Chief Technology Officer;
|
• |
Lawrence Samuelson, Senior Vice President, General Counsel and Corporate Secretary; and
|
• |
William Newman, III, Senior Vice President and Chief Financial Officer.
|
• |
attract and retain talented and experienced executives in our industry;
|
• |
reward executives whose knowledge, skills, and performance are critical to our success;
|
• |
align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value and rewarding executive officers when stockholder value increases;
|
• |
ensure fairness among the executive management team by recognizing the (i)
|
• |
foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and our company; and
|
• |
compensate our executives in a manner that incentivizes them to manage our business to meet our long-range objectives.
|
• |
|
• |
annual cash incentive awards linked to overall corporate and individual performance;
|
• |
periodic grants of long-term equity-based compensation, such as options;
|
• |
other executive benefits and perquisites; and
|
• |
employment agreements, which contain termination benefits.
|
Name
|
Incentive
Target (%) |
Incentive
Target ($) |
Bonus Amount
Earned ($) |
|||||||||
Rajeev Aggarwal
|
35.6 | 162,000 | 149,850 | |||||||||
Charles Ghoorah
|
36.0 | 129,780 | 121,344 | |||||||||
David Quattrone
|
35.1 | 160,680 | 151,039 | |||||||||
Lawrence Samuelson
|
29.0 | 92,700 | 87,138 | |||||||||
William Newman, III
|
27.3 | 78,000 | 72,150 |
• |
health insurance;
|
• |
vacation, personal holidays and sick days;
|
• |
life insurance and supplemental life insurance;
|
• |
short-term and long-term disability; and
|
• |
a 401(k) plan with matching contributions.
|
Name and Principal
Position |
Year
|
Salary
($)(1) |
Bonus
($) |
Option
Awards ($) |
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other
Compensation ($)(2) |
Total
|
||||||||||||||||||||||||
Rajeev Aggarwal, Chief Executive Officer and Director
|
2020 | 235,454 | 149,850 | (4) | 3,500 | $ | 388,804 | |||||||||||||||||||||||||
Charles Ghoorah, President of Worldwide Sales and Marketing
|
2020 | 302,820 | 64,890 | (3) | 121,344 | (4) | 3,500 | $ | 721,751 | |||||||||||||||||||||||
229,197 | (5) | |||||||||||||||||||||||||||||||
David Quattrone, Chief Technology Officer
|
2020 | 411,588 | 80,340 | (3) | 151,039 | (4) | 3,500 | $ | 646,467 | |||||||||||||||||||||||
Lawrence Samuelson, SVP, General Counsel & Corporate Secretary
|
2020 | 297,747 | 46,350 | (3) | 87,138 | (4) | 3,500 | $ | 434,735 |
Name and Principal
Position |
Year
|
Salary
($)(1) |
Bonus
($) |
Option
Awards ($) |
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other
Compensation ($)(2) |
Total
|
||||||||||||||||||||||||
William Newman, III,
SVP
& Chief Financial Officer
|
2020 | 268,840 | 39,000 | (3) | 72,150 | (4) | 1,072 | $ | 381,062 |
(1) |
The amounts reported in the “
Salary
” column are the salaries actually paid to the named executive officers for the 2020 fiscal year and reflect salary reductions implemented by Cvent in response to
COVID-19
effective July 1, 2020. The salary reduction amounts for each of the named executive officers were as follows: (a) 100% for Mr. Aggarwal, (b) 32% for Mr. Ghoorah, (c) 20% for Mr. Quattrone, (d) 13.5% for Mr. Samuelson, and (d) 12% for Mr. Newman. The actual annual base salaries for each of the named executive officers, exclusive of the salary reductions, were as follows: (i) $455,000 for Mr. Aggarwal, (ii) $360,500 for Mr. Ghoorah, (iii) $457,320 for Mr. Quattrone, (iv) $319,300 for Mr. Samuelson, and (v) $286,000 for Mr. Newman.
|
(2) |
The amounts reported in the All Other Compensation column reflect Cvent matches under Cvent’s 401(k) plan for each of the named executive officers.
|
(3) |
The amounts reported in the Bonus column reflect special retention bonus payment amounts, which were payable to all employees, including the named executive officers, in 2020.
|
(4) |
The amounts reported in the
Non-Equity
Incentive Compensation column reflect amounts earned in 2020, which were paid during 2021, under the management incentive plan based on the achievement of company goals and individual objectives. See “
—Non-Equity
Incentive Compensation—Performance Based Annual Cash Incentive Awards”
“—Grants of Plan-Based Awards During 2020
.”
|
(5) |
The amount reported in the
Non-Equity
Incentive Compensation column for Mr. Ghoorah reflects the actual amount earned by Mr. Ghoorah under Cvent’s Sales Incentive Compensation Plan. See “
—Non-Equity
Incentive Compensation—Commissions
|
Name
|
Grant
Date
|
Estimated Future
Payouts Under
Non-Equity
Incentive
Plan Awards |
||||||||||
Target
($) |
Maximum
($) |
|||||||||||
Rajeev Aggarwal
|
— | 162,000 | (1) | 192,375 | (4) | |||||||
Charles Ghoorah
|
— | 129,780 | (1) | 150,869 | (4) | |||||||
— | 229,265 | (2) | — | |||||||||
David Quattrone
|
— | 160,680 | (1) | 184,782 | (4) | |||||||
Lawrence Samuelson
|
— | 92,700 | (1) | 106,605 | (4) | |||||||
William Newman, III
|
— | 78,000 | (1) | 92,625 | (4) | |||||||
11/13/2020 | 120,000 | (3) | — |
(1) |
The amounts reported in these columns reflect the target annual performance-based cash bonus opportunity for each of our named executive officers under our management incentive plan for fiscal year 2020, the terms of which are summarized under “
Annual Bonus
” above. See also “
—Non-Equity
|
Incentive Compensation—Performance Based Annual Cash Incentive Awards
.” As discussed above “
—Non-Equity
Incentive Compensation—Performance Based Annual Cash Incentive Awards
|
(2) |
Mr. Ghoorah is eligible for commissions pursuant to Cvent’s Sales Incentive Compensation Plan. Mr. Ghoorah’s earned $229,265 upon achievement of 100% of his annual goals for the year ended December 31, 2020. See “
—Non-Equity
Incentive Compensation—Commissions
|
(3) |
On November 13, 2020, Mr. Newman was granted an Incentive with a target amount equal to $120,000. See “
—Long-Term Incentive Compensation—Cash-Incentive Compensation
.”
|
(4) |
Depending upon corporate performance, an executive officer may receive up to 125% of his or her target corporate performance bonus amount. Depending upon the individual’s performance, an executive officer may receive up to 100% of his or her target individual performance bonus amount. See “—
Non-Equity
Incentive Compensation—Performance Based Annual Cash Incentive Awards.
|
(1) |
For each named executive officer, the Options disclosed in this table are subject to service-based vesting requirements. See “
—Potential Payments upon a Termination or Change in Control
” for additional information regarding the circumstances that could result in accelerated vesting of these awards. This table reflects Option amounts prior to the completion of the Business Combination.
|
(2) |
The Options disclosed in this column are subject to service-based vesting requirements as follows: 25% of the time-vesting Options vested on the first anniversary of the specified vesting commencement date and the remaining 75% vested in equal installments at the end of each full three month calendar month period
|
thereafter, subject to the Option holder’s continuous service with us through each applicable vesting date. All of the Options held by the named executive officer pursuant to this award were fully vested as of December 31, 2020. |
(3) |
In calendar year 2019, Mr. Aggarwal exercised 15,745 previously granted and vested Options and holds the corresponding number of shares of our common stock and the remaining 20,012 fully vested Options.
|
(4) |
In calendar year 2019, Mr. Ghoorah transferred 1,798 fully vested Options to his family trust. The remaining Options are held individually by Mr. Ghoorah.
|
(5) |
In calendar year 2019, Mr. Quattrone transferred 1,500 fully vested Options to his family trust. The remaining Options are held individually by Mr. Quattrone.
|
(6) |
On November 15, 2018, Mr. Newman was granted 117 Options subject to service-based vesting requirements as follows: 31.25% of the Options vested on February 15, 2020 and the remaining 68.75% will vest in equal installments at the end of each full three month calendar period thereafter, subject to Mr. Newman’s continuous service with us through each applicable vesting date.
|
(7) |
On November 15, 2019, Mr. Newman was granted 40 Options subject to service-based vesting requirements as follows: 50% of the Options vested on March 1, 2021 and the remaining 50% will vest on March 1, 2022, subject to Mr. Newman’s continuous service with us through each applicable vesting date. None of the Options held by Mr. Newman pursuant to this award were fully vested as of December 31, 2020.
|
Payable Upon a Termination Without Cause or
Resignation for Good Reason |
Payable Upon a Change in
Control |
|||||||||||||||||||
Name and Principal Position
|
Continued Base
Salary ($) (1) |
Annual Bonus
for Year of Termination ($) (2) |
Continued
Health Benefits ($) (3) |
Value of
Accelerated Equity Awards ($) (4) |
Value of
LTIP Incentives ($) |
|||||||||||||||
Rajeev Aggarwal,
Chief Executive Officer and Director
|
455,000 | 149,850 | 20,149 | — | — | |||||||||||||||
Charles Ghoorah,
President of Worldwide Sales and Marketing
|
360,500 | 121,344 | 19,209 | — | — | |||||||||||||||
David Quattrone,
Chief Technology Officer
|
457,320 | 151,039 | 19,932 | — | — | |||||||||||||||
Lawrence Samuelson,
SVP, General Counsel
& Corporate Secretary
|
319,300 | 87,138 | 8,922 | — | — | |||||||||||||||
William Newman, III,
SVP
& Chief Financial Officer
|
286,000 | 72,150 | 3,048 | 7,728 | (5) | 120,000 | (6) |
(1) |
For each named executive officer, the amounts disclosed in this column represent 12 months of base salary continuation as provided pursuant to his employment agreement upon a termination by Cvent without cause or by the named executive officer with good reason. For Messrs. Samuelson and Newman, this assumes that no remuneration was received by the named executive officer between the date that is 6 months following termination and the date that is 12 months following termination such that the base salary continuation would be subject to offset. See “
—Termination and Change in Control Arrangements—Employment Agreements
” above for more details regarding the severance benefits that each named executive officer is eligible to receive.
|
(2) |
For each named executive officer, the amounts disclosed in this column represent amounts earned under the management incentive plan based on the actual achievement of company goals and individual objectives for 2020 as provided pursuant to his employment agreement upon a termination by Cvent without cause or by the named executive officer with good reason. For each named executive officer, this assumes that the board of directors and CEO approved payment of the bonus based on actual performance. Assuming termination occurred on December 31, 2020, no proration has been applied. See “
—Termination and Change in Control
Arrangements—Employment Agreements
” above for more details regarding the severance benefits that each named executive officer is eligible to receive.
|
(3) |
The amounts disclosed in this column represent health insurance premium reimbursements for a period of 12 months for Messrs. Aggarwal, Ghoorah and Quattrone, and for a period of 6 months for Messrs. Samuelson and Newman. See “—
Termination and Change in Control Arrangements—Employment Agreements
” above for more details regarding the severance benefits that each named executive officer is eligible to receive.
|
(4) |
For each named executive officer, the amounts disclosed in this column represent the value of any outstanding unvested Options subject to acceleration upon a change in control of Cvent, which is the “spread” based on the board of directors approved independent valuation price per share as of December 31, 2020 of $2303.66 and the exercise price of the Options.
|
(5) |
On November 15, 2018, Mr. Newman was granted 117 Options with a strike price of $2,172.01. The Options are subject to service-based vesting requirements and any outstanding unvested Options will accelerate and vest upon a change in control of Cvent. Of the Options, 59 were outstanding and subject to acceleration upon a change in control as of December 31, 2020. See “
—Termination and Change in Control Arrangements—Stock Options.
”
|
(6) |
On November 13, 2020, Mr. Newman was granted an Incentive under the LTIP that will vest and be payable upon a change in control of Cvent where total equity return multiple is at least 2x. The amount disclosed in this column assumes 100% of the Incentive was payable upon a total equity return multiple of 2x. See “
—Termination and Change in Control Arrangements—LTIP.
”
|
Name
|
Fees Earned or
Paid in Cash ($) |
Stock
Awards ($) |
Total
($) |
|||||||||
Sanjeev Bansal
|
— | — | (1) | — |
(1) |
On November 12, 2018, Mr. Bansal received 156 Options. Of the Options, 50% vested on the first anniversary of August 9, 2018, and the remaining 50% vest in equal installments at the end of each full three month calendar month period thereafter. In calendar year 2019, Mr. Bansal exercised 87 previously granted and vested Options and held the corresponding number of shares of our common stock as of December 31, 2020. As of December 31, 2020, Mr. Bansal held 69 unvested Options from this grant, which remain subject to Mr. Bansal’s continuous service with us through each applicable vesting date. On April 29, 2019, Mr. Bansal received 45 Options. Of the Options, 25% vested on the first anniversary of March 1, 2019 and the remaining 75% will vest in equal installments at the end of each full three month calendar month period thereafter, subject to Mr. Bansal’s continuous service with us through each applicable vesting date. Of the Options granted to Mr. Basal in 2019, 19 were vested as of December 31, 2020. Mr. Bansal did not receive Options in 2020.
|
Description
|
Amount
|
|||
Cash compensation
|
$ | 100,000 | ||
Additional cash compensation for Audit Committee chair
|
$ | 20,000 | ||
Equity compensation (payable in RSUs)
(1)
|
$ | 150,000 |
(1) |
RSUs vest one year after the grant date.
|
• |
Denominator:
Revenue from customers whose revenue existed in the twelve months ending on the day twelve months prior to the date as of which the retention rate is being reported.
|
• |
Numerator:
Revenue in the last twelve months from the customers whose revenue is reflected in the denominator.
|
Three Months Ended
September 30, |
||||||||
2021
|
2020
|
|||||||
(in thousands)
|
||||||||
Consolidated Statement of Operations Data:
|
||||||||
Revenue:
|
||||||||
Event cloud
|
$ | 92,484 | $ | 72,701 | ||||
Hospitality cloud
|
41,574 | 45,806 | ||||||
|
|
|
|
|||||
Total revenue
|
134,058 | 118,507 | ||||||
Cost of revenue
|
50,635 | 39,888 | ||||||
Gross profit
|
83,423 | 78,619 | ||||||
Operating expenses:
|
||||||||
Sales and marketing
|
37,161 | 29,004 | ||||||
Research and development
|
25,685 | 20,970 | ||||||
General and administrative
|
25,358 | 20,243 | ||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
12,757 | 13,491 | ||||||
|
|
|
|
|||||
Total operating expenses
|
100,961 | 83,708 | ||||||
|
|
|
|
|||||
Loss from operations .
|
(17,538 | ) | (5,089 | ) | ||||
Interest expense . .
|
(7,546 | ) | (8,151 | ) | ||||
Amortization of deferred financial costs and debt discount
|
(938 | ) | (948 | ) | ||||
Other income, net . .
|
1,864 | 461 | ||||||
|
|
|
|
|||||
Loss before income taxes
|
(24,158 | ) | (13,727 | ) | ||||
Provision for income taxes
|
1,968 | 648 | ||||||
|
|
|
|
|||||
Net loss
|
(26,126 | ) | (14,375 | ) | ||||
|
|
|
|
Three Months Ended
September 30, |
||||||||
2021
|
2020
|
|||||||
Consolidated Statement of Operations Data:
|
||||||||
Revenue:
|
||||||||
Event Cloud
|
69.0 | % | 61.3 | % | ||||
Hospitality Cloud
|
31.0 | % | 38.7 | % | ||||
|
|
|
|
|||||
Total revenue
|
100.0 | % | 100.0 | % | ||||
Cost of revenue
|
37.8 | % | 33.7 | % | ||||
Gross profit
|
62.2 | % | 66.3 | % | ||||
Operating expenses:
|
||||||||
Sales and marketing
|
27.7 | % | 24.5 | % | ||||
Research and development
|
19.2 | % | 17.7 | % | ||||
General and administrative
|
18.9 | % | 17.1 | % | ||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
9.5 | % | 11.4 | % | ||||
|
|
|
|
|||||
Total operating expenses
|
75.3 | % | 70.6 | % | ||||
|
|
|
|
|||||
Loss from operations
|
(13.1 | )% | (4.3 | )% | ||||
Interest expense
|
(5.6 | )% | (6.9 | )% | ||||
Amortization of deferred financial costs and debt discount
|
(0.7 | )% | (0.8 | )% | ||||
Other income, net
|
1.4 | % | 0.4 | % | ||||
|
|
|
|
|||||
Loss before income taxes
|
(18.0 | )% | (11.6 | )% | ||||
Provision for income taxes
|
1.5 | % | 0.5 | % | ||||
|
|
|
|
|||||
Net loss
|
(19.5 | )% | (12.1 | )% | ||||
|
|
|
|
Three Months Ended
September 30, 2021 |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Event Cloud
|
$ | 92,484 | $ | 72,701 | $ | 19,783 | 27.2 | % | ||||||||
Hospitality Cloud
|
41,574 | 45,806 | (4,232 | ) | (9.2 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue
|
$ | 134,058 | $ | 118,507 | $ | 15,551 | 13.1 | % | ||||||||
|
|
|
|
|
|
Three Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Cost of revenue
|
$ | 50,635 | $ | 39,888 | $ | 10,747 | 26.9 | % |
Three Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Sales and marketing
|
$ | 37,161 | $ | 29,004 | $ | 8,157 | 28.1 | % | ||||||||
Research and development
|
25,685 | 20,970 | 4,715 | 22.5 | % | |||||||||||
General and administrative
|
25,358 | 20,243 | 5,115 | 25.3 | % | |||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
12,757 | 13,491 | (734 | ) | -5.4 | % | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses
|
$ | 100,961 | $ | 83,708 | $ | 17,253 | 20.6 | % | ||||||||
|
|
|
|
|
|
Three Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Interest expense
|
(7,546 | ) | (8,151 | ) | 605 | (7.4 | )% |
Three Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Amortization of deferred financing costs and debt discount
|
(938 | ) | (948 | ) | 10 | (1.1 | )% |
Three Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Other income, net
|
1,864 | 461 | 1,403 | 304.3 | % |
Three Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Provision for income taxes
|
1,968 | 648 | 1,320 | 203.7 | % |
Nine Months Ended
September 30, |
||||||||
2021
|
2020
|
|||||||
(in thousands)
|
||||||||
Consolidated Statement of Operations Data:
|
||||||||
Revenue:
|
||||||||
Event Cloud
|
$ | 259,207 | $ | 237,859 | ||||
Hospitality Cloud
|
114,952 | 145,357 | ||||||
|
|
|
|
|||||
Total revenue
|
374,159 | 383,216 | ||||||
Cost of revenue
|
140,479 | 134,334 | ||||||
Gross profit
|
233,680 | 248,882 | ||||||
Operating expenses:
|
||||||||
Sales and marketing
|
99,069 | 99,543 | ||||||
Research and development
|
72,016 | 68,992 | ||||||
General and administrative
|
63,711 | 63,881 | ||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
38,721 | 40,416 | ||||||
|
|
|
|
|||||
Total operating expenses
|
273,517 | 272,832 | ||||||
|
|
|
|
|||||
Loss from operations
|
(39,837 | ) | (23,950 | ) |
Nine Months Ended
September 30, |
||||||||
2021
|
2020
|
|||||||
(in thousands)
|
||||||||
Interest expense
|
$ | (22,717 | ) | $ | (27,695 | ) | ||
Amortization of deferred financial costs and debt discount
|
(2,823 | ) | (2,852 | ) | ||||
Loss on divestures, net
|
— | (9,634 | ) | |||||
Other income, net
|
6,135 | 1,919 | ||||||
|
|
|
|
|||||
Loss before income taxes
|
(59,242 | ) | (62,212 | ) | ||||
Provision for income taxes
|
5,294 | 4,870 | ||||||
|
|
|
|
|||||
Net loss
|
(64,536 | ) | (67,082 | ) | ||||
|
|
|
|
Nine Months Ended
September 30, |
||||||||
2021
|
2020
|
|||||||
Consolidated Statement of Operations Data:
|
||||||||
Revenue:
|
||||||||
Event cloud
|
69.3 | % | 62.1 | % | ||||
Hospitality cloud
|
30.7 | % | 37.9 | % | ||||
Total revenue
|
100.0 | % | 100.0 | % | ||||
Cost of revenue
|
37.5 | % | 35.1 | % | ||||
Gross profit
|
62.5 | % | 64.9 | % | ||||
Operating expenses:
|
||||||||
Sales and marketing
|
26.5 | % | 26.0 | % | ||||
Research and development
|
19.2 | % | 18.0 | % | ||||
General and administrative
|
17.0 | % | 16.7 | % | ||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
10.3 | % | 10.5 | % | ||||
|
|
|
|
|||||
Total operating expenses
|
73.1 | % | 71.2 | % | ||||
|
|
|
|
|||||
Loss from operations
|
(10.6 | )% | (6.2 | )% | ||||
Interest expense
|
(6.1 | )% | (7.2 | )% | ||||
Amortization of deferred financial costs and debt discount
|
(0.8 | )% | (0.7 | )% | ||||
Loss on divestures, net
|
— | (2.5 | )% | |||||
Other income, net
|
1.6 | % | 0.5 | % | ||||
|
|
|
|
|||||
Loss before income taxes
|
(15.8 | )% | (16.2 | )% | ||||
Provision for income taxes
|
1.4 | % | 1.3 | % | ||||
|
|
|
|
|||||
Net loss
|
(17.2 | )% | (17.5 | )% | ||||
|
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Event Cloud
|
$ | 259,207 | $ | 237,859 | $ | 21,348 | 9.0 | % | ||||||||
Hospitality Cloud
|
114,952 | 145,357 | (30,405 | ) | (20.9 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue
|
$ | 374,159 | $ | 383,216 | $ | (9,057 | ) | (2.4 | )% | |||||||
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Cost of revenue
|
$ | 140,479 | $ | 134,334 | $ | 6,145 | 4.6 | % |
Nine Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Sales and marketing
|
$ | 99,069 | $ | 99,543 | $ | (474 | ) | (0.5 | )% | |||||||
Research and development
|
72,016 | 68,992 | 3,024 | 4.4 | % | |||||||||||
General and administrative
|
63,711 | 63,881 | (170 | ) | (0.3 | )% | ||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
38,721 | 40,416 | (1,695 | ) | (4.2 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses
|
$ | 273,517 | $ | 272,832 | $ | 685 | 0.3 | % | ||||||||
|
|
|
|
|
|
Nine Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Interest expense
|
$ | (22,717 | ) | $ | (27,695 | ) | $ | 4,978 | (18.0 | %) |
Nine Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Amortization of deferred financing costs and debt discount
|
$ | (2,823 | ) | $ | (2,852 | ) | $ | 29 | (1.0 | )% |
Nine Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Loss on divestitures, net
|
$ | — | $ | (9,634 | ) | $ | 9,634 | (100.1 | )% |
Nine Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Other income, net
|
$ | 6,135 | $ | 1,919 | $ | 4,216 | 219.7 | % |
Nine Months Ended
September 30, |
||||||||||||||||
2021
|
2020
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Provision for income taxes
|
$ | 5,294 | $ | 4,870 | $ | 424 | 8.7 | % |
Year Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
(in thousands)
|
||||||||
Consolidated Statement of Operations and Comprehensive Loss Data:
|
||||||||
Revenue:
|
||||||||
Event cloud
|
$ | 316,080 | $ | 379,216 | ||||
Hospitality cloud
|
182,620 | 188,388 | ||||||
|
|
|
|
|||||
Total revenue
|
498,700 | 567,604 | ||||||
Cost of revenue
|
176,250 | 211,857 | ||||||
|
|
|
|
|||||
Gross profit
|
322,450 | 355,747 | ||||||
Operating expenses:
|
||||||||
Sales and marketing
|
128,388 | 155,801 | ||||||
Research and development
|
87,866 | 96,012 | ||||||
General and administrative
|
80,564 | 92,018 | ||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
53,844 | 57,685 | ||||||
|
|
|
|
|||||
Total operating expenses
|
350,662 | 401,516 | ||||||
|
|
|
|
|||||
Loss from operations
|
(28,212 | ) | (45,769 | ) | ||||
Interest expense
|
(35,557 | ) | (47,875 | ) | ||||
Amortization of deferred financial costs and debt discount
|
(3,798 | ) | (3,836 | ) | ||||
Loss on divestures, net
|
(9,634 | ) | — | |||||
Other income/(expense), net
|
1,333 | (294 | ) | |||||
|
|
|
|
|||||
Loss before income taxes
|
(75,868 | ) | (97,774 | ) | ||||
Provision for/(benefit from) income taxes
|
7,865 | (6,013 | ) | |||||
|
|
|
|
|||||
Net loss
|
$ | (83,733 | ) | $ | (91,761 | ) | ||
|
|
|
|
Year Ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Consolidated Statement of Operations and Comprehensive Loss Data:
|
||||||||
Revenue:
|
||||||||
Event cloud
|
63.4 | % | 66.8 | % | ||||
Hospitality cloud
|
36.6 | % | 33.2 | % | ||||
|
|
|
|
|||||
Total revenue
|
100.0 | % | 100.0 | % | ||||
Cost of revenue
|
35.3 | % | 37.3 | % | ||||
|
|
|
|
|||||
Gross profit
|
64.7 | % | 62.7 | % | ||||
Operating expenses:
|
||||||||
Sales and marketing
|
25.7 | % | 27.4 | % | ||||
Research and development
|
17.6 | % | 16.9 | % | ||||
General and administrative
|
16.2 | % | 16.2 | % | ||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
10.8 | % | 10.2 | % | ||||
|
|
|
|
|||||
Total operating expenses
|
70.3 | % | 70.7 | % | ||||
|
|
|
|
|||||
Loss from operations
|
(5.7 | )% | (8.1 | )% | ||||
Interest expense
|
(7.1 | )% | (8.4 | )% | ||||
Amortization of deferred financial costs and debt discount
|
(0.8 | )% | (0.7 | )% | ||||
Loss on divestures, net
|
(1.9 | )% | — | |||||
Other income/(expense), net
|
0.3 | % | (0.1 | )% | ||||
|
|
|
|
|||||
Loss before income taxes
|
(15.2 | )% | (17.2 | )% | ||||
Provision for/(benefit from) income taxes
|
1.6 | % | (1.1 | )% | ||||
|
|
|
|
|||||
Net loss
|
(16.8 | )% | (16.2 | )% | ||||
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Event cloud
|
$ | 316,080 | $ | 379,216 | $ | (63,136 | ) | (16.6 | )% | |||||||
Hospitality cloud
|
182,620 | 188,388 | (5,768 | ) | (3.1 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue
|
$ | 498,700 | $ | 567,604 | $ | (68,904 | ) | (12.1 | )% | |||||||
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Cost of Revenue
|
$ | 176,250 | $ | 211,857 | $ | (35,607 | ) | (16.8 | )% |
Year Ended December 31,
|
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Operating Expenses:
|
||||||||||||||||
Sales and marketing
|
$ | 128,388 | $ | 155,801 | $ | (27,413 | ) | (17.6 | )% | |||||||
Research and development
|
87,866 | 96,012 | (8,146 | ) | (8.5 | )% | ||||||||||
General and administrative
|
80,564 | 92,018 | (11,454 | ) | (12.4 | )% | ||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
53,844 | 57,685 | (3,841 | ) | (6.7 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses
|
$ | 350,662 | $ | 401,516 | $ | (50,854 | ) | (12.7 | )% | |||||||
|
|
|
|
|
|
|
|
Year Ended
December 31, |
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Interest expense
|
$ | (35,557 | ) | $ | (47,875 | ) | $ | 12,318 | 25.7 | % |
Year Ended
December 31, |
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Amortization of deferred financing costs and debt discount
|
$ | (3,798 | ) | $ | (3,836 | ) | $ | (38 | ) | (1.0 | )% |
Year Ended
December 31, |
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Loss on divestitures, net
|
$ | (9,634 | ) | $ | — | $ | (9,634 | ) | (100.0 | )% |
Year Ended
December 31, |
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Other income/(expense), net
|
$ | 1,333 | $ | (294 | ) | $ | 1,627 | 553.4 | % |
Year Ended
December 31, |
||||||||||||||||
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Provision for/(benefit from) income taxes
|
$ | 7,865 | $ | (6,013 | ) | $ | 13,878 | 230.8 | % |
Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
(in thousands)
|
||||||||
Consolidated Statement of Operations and Comprehensive Loss Data:
|
||||||||
Revenue:
|
||||||||
Event cloud
|
$ | 379,216 | $ | 325,219 | ||||
Hospitality cloud
|
188,388 | 154,796 | ||||||
|
|
|
|
|||||
Total revenue
|
567,604 | 480,015 | ||||||
Cost of revenue
|
211,857 | 165,181 | ||||||
|
|
|
|
|||||
Gross profit
|
355,747 | 314,834 | ||||||
Operating expenses:
|
||||||||
Sales and marketing
|
155,801 | 126,531 | ||||||
Research and development
|
96,012 | 78,447 | ||||||
General and administrative
|
92,018 | 76,155 | ||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
57,685 | 60,494 | ||||||
|
|
|
|
|||||
Total operating expenses
|
401,516 | 341,627 | ||||||
|
|
|
|
|||||
Loss from operations
|
(45,769 | ) | (26,793 | ) | ||||
Interest expense
|
(47,875 | ) | (42,259 | ) | ||||
Amortization of deferred financial costs and debt discount
|
(3,836 | ) | (3,704 | ) | ||||
Other expense, net
|
(294 | ) | (1,391 | ) | ||||
|
|
|
|
|||||
Loss before income taxes
|
(97,774 | ) | (74,147 | ) | ||||
Benefit from income taxes
|
(6,013 | ) | (20,107 | ) | ||||
|
|
|
|
|||||
Net loss
|
$ | (91,761 | ) | $ | (54,040 | ) | ||
|
|
|
|
Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
Consolidated Statement of Operations and Comprehensive Loss Data:
|
||||||||
Revenue:
|
||||||||
Event cloud
|
66.8 | % | 67.8 | % | ||||
Hospitality cloud
|
33.2 | % | 32.2 | % | ||||
|
|
|
|
|||||
Total revenue
|
100.0 | % | 100.0 | % | ||||
Cost of revenue
|
37.3 | % | 34.4 | % | ||||
|
|
|
|
|||||
Gross profit
|
62.7 | % | 65.6 | % | ||||
Operating expenses:
|
||||||||
Sales and marketing
|
27.4 | % | 26.4 | % | ||||
Research and development
|
16.9 | % | 16.3 | % | ||||
General and administrative
|
16.2 | % | 15.9 | % | ||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
10.2 | % | 12.6 | % | ||||
|
|
|
|
|||||
Total operating expenses
|
70.7 | % | 71.2 | % | ||||
|
|
|
|
|||||
Loss from operations
|
(8.1 | )% | (5.6 | )% | ||||
Interest expense
|
(8.4 | )% | (8.8 | )% | ||||
Amortization of deferred financial costs and debt discount
|
(0.7 | )% | (0.8 | )% | ||||
Other expense, net
|
(0.1 | )% | (0.3 | )% | ||||
|
|
|
|
|||||
Loss before income taxes
|
(17.2 | )% | (15.4 | )% | ||||
Benefit from income taxes
|
(1.1 | )% | (4.2 | )% | ||||
|
|
|
|
|||||
Net loss
|
(16.2 | )% | (11.3 | )% | ||||
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
2019
|
2018
|
$ Change
|
% Change
|
|||||||||||||
Revenue:
|
||||||||||||||||
Event cloud
|
$ | 379,216 | $ | 325,219 | $ | 53,997 | 16.6 | % | ||||||||
Hospitality cloud
|
188,388 | 154,796 | 33.592 | 21.7 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Total revenue
|
$ | 567,604 | $ | 480,015 | $ | 87,589 | 18.2 | % | ||||||||
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
2019
|
2018
|
$ Change
|
% Change
|
|||||||||||||
Cost of revenue
|
$ | 211,857 | $ | 165,181 | $ | 46,676 | 28.3 | % |
Year Ended December 31,
|
||||||||||||||||
2019
|
2018
|
$ Change
|
% Change
|
|||||||||||||
Operating Expenses:
|
||||||||||||||||
Sales and marketing
|
$ | 155,801 | $ | 126,531 | $ | 29,270 | 23.1 | % | ||||||||
Research and development
|
96,012 | 78,447 | 17,565 | 22.4 | % | |||||||||||
General and administrative
|
92.018 | 76,155 | 15,863 | 20.8 | % | |||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
57,685 | 60,494 | (2,809 | ) | (4.6 | )% | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses
|
$ | 401,516 | $ | 341.627 | $ | 59,889 | 17.5 | % | ||||||||
|
|
|
|
|
|
Year Ended
December 31, |
||||||||||||||||
2019
|
2018
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Interest expense
|
$ | (47,875 | ) | $ | (42,259 | ) | $ | (5,616 | ) | (13.3 | )% |
Year Ended
December 31, |
||||||||||||||||
2019
|
2018
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Amortization of deferred financing costs and debt discount
|
$ | (3,836 | ) | $ | (3,704 | ) | $ | (132 | ) | (3.6 | )% |
Year Ended
December 31, |
||||||||||||||||
2019
|
2018
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Other expense, net
|
$ | (294 | ) | $ | (1,391 | ) | $ | 1,097 | 78.9 | % |
Year Ended
December 31, |
||||||||||||||||
2019
|
2018
|
$ Change
|
% Change
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Benefit from income taxes
|
$ | (6,013 | ) | $ | (20,107 | ) | $ | 14,094 | 70.1 | % |
For the three months
ended September 30, |
||||||||
2021
|
2020
|
|||||||
Adjusted EBITDA:
|
||||||||
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
$ | (26,126 | ) | $ | (14,375 | ) | ||
Adjustments
|
||||||||
Interest expense
|
7,546 | 8,151 | ||||||
Amortization of deferred financing costs and debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
938 | 948 | ||||||
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
(1,864 | ) | (461 | ) | ||||
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . .
|
1,968 | 648 | ||||||
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
2,493 | 3,698 | ||||||
Amortization of software development costs . . . . . . . .
|
15,508 | 15,266 | ||||||
Intangible asset amortization
|
12,757 | 13,491 | ||||||
Stock-based compensation expense . . . . . . . . . . . . . . .
|
8,387 | 4,879 | ||||||
Restructuring expense (1) . . . . . . . . . . . . . . . . . . . . . . .
|
1,212 | 2,634 | ||||||
Cost related to acquisitions (2) . . . . . . . . . . . . . . . . . . .
|
60 | 112 | ||||||
Other items (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
547 | 1,162 | ||||||
|
|
|
|
|||||
Adjusted EBITDA
|
$ | 23,426 | $ | 36,153 | ||||
|
|
|
|
|||||
Adjusted EBITDA Margin:
|
||||||||
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
$ | 134,058 | $ | 118,507 | ||||
Net loss margin (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
(19.5 | )% | (12.1 | )% | ||||
Adjusted EBITDA margin (4)
|
17.5 | % | 30.5 | % |
For the nine months
ended September 30, |
||||||||
2021
|
2020
|
|||||||
Adjusted EBITDA:
|
||||||||
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
$ | (64,536 | ) | $ | (67,082 | ) | ||
Adjustments
|
||||||||
Interest expense
|
22,717 | 27,695 | ||||||
Amortization of deferred financing costs and debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
2,823 | 2,852 | ||||||
Loss on divestitures, net (5) . . . . . . . . . . . . . . . . . . . . .
|
— | 9,634 | ||||||
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
(6,135 | ) | (1,919 | ) | ||||
Provision for income taxes
|
5,294 | 4,870 | ||||||
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
8,478 | 11,966 | ||||||
Amortization of software development costs . . . . . . . .
|
45,917 | 43,860 | ||||||
Intangible asset amortization
|
38,721 | 40,416 | ||||||
Stock-based compensation expense . . . . . . . . . . . . . . .
|
16,811 | 14,557 | ||||||
Restructuring expense (1) . . . . . . . . . . . . . . . . . . . . . . .
|
1,777 | 6,568 | ||||||
Cost related to acquisitions (2) . . . . . . . . . . . . . . . . . . .
|
1,245 | 788 | ||||||
Other items (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
(2,255 | ) | 4,442 | |||||
|
|
|
|
|||||
Adjusted EBITDA
|
$ | 70,857 | $ | 98,647 | ||||
|
|
|
|
For the nine months
ended September 30, |
||||||||
2021
|
2020
|
|||||||
Adjusted EBITDA Margin:
|
||||||||
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
$ | 374,159 | $ | 383,216 | ||||
Net loss margin (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
(17.2 | )% | (17.5 | )% | ||||
Adjusted EBITDA margin (4)
|
18.9 | % | 25.7 | % |
For the Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Adjusted EBITDA:
|
||||||||||||
Net loss
|
$ | (83,733 | ) | $ | (91,761 | ) | $ | (54,040 | ) | |||
Adjustments
|
||||||||||||
Interest expense
|
35,557 | 47,875 | 42,259 | |||||||||
Amortization of deferred financing costs and debt discount
|
3,798 | 3,836 | 3,704 | |||||||||
Loss on divestitures, net (5)
|
9,634 | — | — | |||||||||
Other income/(expense), net
|
(1,333 | ) | 294 | 1,391 | ||||||||
Provision for/(benefit from) income taxes
|
7,865 | (6,013 | ) | (20,107 | ) | |||||||
Depreciation
|
15,141 | 16,163 | 14,664 | |||||||||
Amortization of software development costs
|
58,606 | 48,572 | 40,250 | |||||||||
Intangible asset amortization
|
53,844 | 55,815 | 53,900 | |||||||||
Stock-based compensation expense
|
17,695 | 18,833 | 17,911 | |||||||||
Restructuring expense (1)
|
7,400 | 3,230 | 3,538 | |||||||||
Cost related to acquisitions (2)
|
877 | 4,164 | 2,914 | |||||||||
Other items (3)
|
3,853 | 7,096 | 2,515 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA
|
$ | 129,204 | $ | 108,104 | $ | 108,899 | ||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA Margin:
|
||||||||||||
Revenue
|
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
Net loss margin (6)
|
(16.8 | )% | (16.2 | )% | (11.3 | )% | ||||||
Adjusted EBITDA margin (6)
|
25.9 | % | 19.0 | % | 22.7 | % |
(1) |
Restructuring expense includes costs associated with severance related to the global reduction in force that took place in May 2020 in response to the global
COVID-19
pandemic, severance to employees of acquired entities, retention bonuses to employees of acquired entities, costs to discontinue use of a back-office system and closing of office space.
|
(2) |
Represents costs incurred in association with acquisition activity, including due diligence and post-acquisition earn out payments.
|
(3) |
Includes other costs associated with litigation, private equity management fees, and credit facility fees, net of the gain from government subsidies related to global
COVID-19
pandemic.
|
(4) |
Net loss margin represents net loss divided by revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue.
|
(5) |
Loss on divestitures, net is the result of the divestiture of Kapow Events in June 2020.
|
(6) |
Net loss margin represents net loss divided by revenue and Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue.
|
Nine Months Ended
September 30, |
||||||||
2021
|
2020
|
|||||||
(in thousands)
|
||||||||
Net cash provided by operating activities
|
$ | 121,558 | $ | 53,830 | ||||
Net cash used in investing activities
|
(50,383 | ) | (35,269 | ) | ||||
Net cash (used in)/provided by financing activities
|
(18,886 | ) | 7,954 | |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(2,250 | ) | (1,471 | ) | ||||
|
|
|
|
|||||
Change in cash, cash equivalents, and restricted cash
|
50,039 | 25,044 | ||||||
Cash, cash equivalents, and restricted cash at beginning of year
|
65,470 | 72,721 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash at September 30, 2021 and 2020
|
$ | 115,509 | $ | 97,765 |
For the Year Ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
(in thousands)
|
||||||||||||
Net cash provided by operating activities
|
$ | 29,099 | $ | 48,029 | $ | 49,773 | ||||||
Net cash used in investing activities
|
(42,571 | ) | (73,754 | ) | (177,769 | ) | ||||||
Net cash provided by financing activities
|
5,528 | 20,352 | 86,202 | |||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
693 | 255 | 1,029 | |||||||||
|
|
|
|
|
|
|||||||
Change in cash, cash equivalents, and restricted cash
|
(7,251 | ) | (5,118 | ) | (40,765 | ) | ||||||
Cash, cash equivalents, and restricted cash at beginning of year
|
72,721 | 77,839 | 118,604 | |||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents, and restricted cash at end of year
|
$ | 65,470 | $ | 72,721 | $ | 77,839 | ||||||
|
|
|
|
|
|
|||||||
Cash paid for interest
|
$ | 35,552 | $ | 47,856 | $ | 41,905 |
• |
contemporaneous independent valuations performed at periodic intervals by an unrelated third-party valuation specialist;
|
• |
the nature of the business and its history since inception;
|
• |
the economic outlook in general and the condition and outlook of the specific industry;
|
• |
the book value of the stock and the financial condition of the business;
|
• |
the operating and financial performance and forecast;
|
• |
whether or not we have goodwill or other intangible values;
|
• |
marketability of the common stock;
|
• |
the hiring of key personnel;
|
• |
any corporate or asset acquisitions, or divestitures;
|
• |
present value of estimated future cash flows;
|
• |
the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of the company, given prevailing market condition and the nature and history of the business;
|
• |
illiquidity of stock-based awards involving securities in a private company;
|
• |
the market performance of comparable publicly traded technology companies; and
|
• |
the U.S. and global capital market conditions.
|
Name
|
Age
|
Position
|
||
Rajeev K. Aggarwal | 52 | Founder, Chief Executive Officer and Director | ||
Charles Ghoorah | 52 |
Co-founder,
President of Worldwide Sales and Marketing
|
||
David Quattrone | 48 |
Co-founder,
Chief Technology Officer
|
||
William J. Newman, III | 46 | Senior Vice President and Chief Financial Officer | ||
Lawrence J. Samuelson | 52 | Senior Vice President, General Counsel and Corporate Secretary | ||
Sanjeev Bansal | 56 | Director | ||
David Breach | 55 | Director | ||
Jim Frankola | 57 | Director | ||
Betty Hung | 51 | Director | ||
Marcela Martin | 50 | Director | ||
Sam Payton | 34 | Director | ||
Maneet Saroya | 42 | Director | ||
Nicolas Stahl | 35 | Director |
• |
the company has a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange;
|
• |
the company has a compensation committee that is composed entirely of independent directors; and
|
• |
the company has a nominating and corporate governance committee that is composed entirely of independent directors.
|
• |
appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;
|
• |
pre-approving
audit and permissible
non-audit
services, and the terms of such services, to be provided by our independent registered public accounting firm;
|
• |
review our policies on risk assessment and risk management;
|
• |
reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
|
• |
reviewing the adequacy of our internal control over financial reporting;
|
• |
establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
|
• |
recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form
10-K;
|
• |
monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
|
• |
preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;
|
• |
reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
|
• |
reviewing and discussing with management and our independent registered public accounting firm our earnings releases.
|
• |
annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;
|
• |
evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;
|
• |
reviewing and approving the compensation of our other executive officers;
|
• |
appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation and Nominating Committee;
|
• |
conducting the independence assessment outlined in the Nasdaq rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation and Nominating Committee;
|
• |
annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the Nasdaq;
|
• |
reviewing and establishing our overall management compensation, philosophy and policy;
|
• |
overseeing and administering our compensation and similar plans;
|
• |
reviewing and making recommendations to the Cvent Board with respect to director compensation;
|
• |
reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form
10-K;
|
• |
developing and recommending to the Cvent Board criteria for board and committee membership;
|
• |
identifying and recommending to the Cvent Board the persons to be nominated for election as directors and to each of our board committees;
|
• |
developing and recommending to the Cvent Board best practices and corporate governance principles;
|
• |
developing and recommending to the Cvent Board a set of corporate governance guidelines;
|
• |
reviewing and recommending to the Cvent Board the functions, duties and compositions of the committees of the Board;
|
• |
reviewing and making recommendations to the Cvent Board with respect to Environmental, Social and Governance (“ESG”) strategy, policies and procedures (including the Sustainability Policy) and emergent
ESG-related
trends and issues (including climate change and human capital management) in connection with Cvent’s business activities, to encourage long-term sustainable performance, manage ESG risks, and effectively communicate ESG initiatives to stakeholders, including ESG ratings agencies;
|
• |
reviewing and discussing with management ESG reports by management and ESG efforts that management has implemented to monitor and address Cvent’s impact on ESG issues; and
|
• |
reviewing and assessing shareholder proposals submitted to Cvent for inclusion in Cvent’s proxy statement, including an assessment of the relevance and significance of the proposal.
|
Shares Beneficially
Owned Prior to the Offering |
Unvested
Option Shares |
Shares
Being Offered |
Shares Beneficially
Owned After the Offering |
|||||||||||||||||||||
Name of Selling Stockholder
|
Shares
|
%
|
Shares
|
%
|
||||||||||||||||||||
Rajeev K. Aggarwal
|
18,612,745 | (1) | 3.8 | % | — | 18,612,745 | — | * | ||||||||||||||||
Altimeter Partners Fund, L.P. (2)
|
800,000 | * | — | 800,000 | — | * | ||||||||||||||||||
Sanjeev K. Bansal
|
2,266,292 | (3) | * | 40,842 | 2,307,134 | — | * | |||||||||||||||||
Bharet Malhotra Family Trust (2020) (4)
|
— | * | 531,857 | 531,857 | — | * | ||||||||||||||||||
Blackstone Multi-Asset Direct Holdings – AD (US Centric) L.P. (5)
|
3,000,000 | * | — | 3,000,000 | — | * | ||||||||||||||||||
Brian A. Ludwig Irrevocable Trust (2018) (6)
|
1,022,419 | (7) | * | — | 1,022,419 | — | * | |||||||||||||||||
Charles Vijendra Ghoorah Revocable Trust (2013) (8)
|
954,348 | * | — | 954,348 | — | * | ||||||||||||||||||
Charles V. Ghoorah Irrevocable Trust (2013) (9)
|
952,079 | (10) | * | 1,215,285 | 2,167,364 | — | * | |||||||||||||||||
Entities advised by Capital Research and Management Company (11)
|
10,000,000 | * | — | 10,000,000 | — | * | ||||||||||||||||||
David C. Quattrone Irrevocable Trust (2013) (12)
|
1,089,581 | (13) | * | — | 1,089,581 | — | * |
Shares Beneficially
Owned Prior to the Offering |
Unvested
Option Shares |
Shares
Being Offered |
Shares Beneficially
Owned After the Offering |
|||||||||||||||||||||
Name of Selling Stockholder
|
Shares
|
%
|
Shares
|
%
|
||||||||||||||||||||
Dragoneer Funding II-A LLC (14)
|
12,552,000 | 2.6 | % | — | 12,552,000 | — | * | |||||||||||||||||
Fidelity Advisor Series I: Fidelity Advisor Balanced Fund - Information Technology Sub (15)
|
122,436 | * | — | 122,436 | — | * | ||||||||||||||||||
Fidelity Puritan Trust: Fidelity Balanced Fund - Information Technology Sub (15)
|
788,735 | * | — | 788,735 | — | * | ||||||||||||||||||
Fidelity Puritan Trust: Fidelity Balanced K6 Fund - Information Technology Sub-portfolio (15)
|
16,168 | * | — | 16,168 | — | * | ||||||||||||||||||
Fidelity Select Portfolios: Select Technology Portfolio (15)
|
1,099,667 | * | — | 1,099,667 | — | * | ||||||||||||||||||
Pete Floros
|
1,881,468 | (16) | * | 373,026 | 2,254,494 | — | * | |||||||||||||||||
Sarah J. Friar
|
75,000 | * | — | 75,000 | — | * | ||||||||||||||||||
Charles V. Ghoorah
|
4,092,852 | (17) | * | — | 4,092,852 | — | * | |||||||||||||||||
Hedosophia Public Investments Limited(18)
|
6,000,000 | 1.2 | % | — | 6,000,000 | — | * | |||||||||||||||||
Lead Edge Capital V, LP (19)
|
315,000 | * | — | 315,000 | — | * | ||||||||||||||||||
Lead Edge Public Fund, LP (19)
|
185,000 | * | — | 185,000 | — | * | ||||||||||||||||||
Brian Ludwig
|
1,295,154 | (20) | * | 531,857 | 1,827,011 | — | * | |||||||||||||||||
Bharet Malhotra
|
2,207,752 | (21) | * | — | 2,207,752 | — | * | |||||||||||||||||
Nitin Malhotra
|
1,169,904 | (22) | * | 309,493 | 1,479,397 | — | * | |||||||||||||||||
Pradeep Mannakkara
|
518,243 | (23) | * | 185,605 | 703,848 | — | * | |||||||||||||||||
MMF LT, LLC (24)
|
500,000 | * | — | 500,000 | — | * | ||||||||||||||||||
William J. Newman, III
|
379,379 | (25) | * | 272,281 | 651,660 | — | * | |||||||||||||||||
OCM VEF Cvent Holdings PT, L.P. (26)
|
2,500,000 | * | — | 2,500,000 | — | * | ||||||||||||||||||
OCM VOF Cvent Holdings PT, L.P. (27)
|
2,500,000 | * | — | 2,500,000 | — | * | ||||||||||||||||||
David D. Ossip
|
75,000 | * | — | 75,000 | — | * | ||||||||||||||||||
Anil Punyapu
|
858,594 | (28) | * | 245,053 | 1,103,647 | — | * | |||||||||||||||||
Rohit Sharma
|
188,782 | (29) | * | 108,005 | 296,787 | — | * | |||||||||||||||||
David C. Quattrone
|
5,319,029 | (30) | 1.1 | % | 1,215,285 | 6,534,314 | — | * | ||||||||||||||||
Gokul Rajaram
|
75,000 | * | — | 75,000 | — | * | ||||||||||||||||||
Reggie and Dharini Aggarwal Irrevocable Trust (2011) (31)
|
2,249,957 | * | 4,051,556 | 6,301,513 | — | * | ||||||||||||||||||
Lawrence J. Samuelson
|
763,751 | (32) | * | 270,466 | 1,034,217 | — | * | |||||||||||||||||
Senator Global Opportunity Master Fund LP (33)
|
700,000 | * | — | 700,000 | — | * | ||||||||||||||||||
Senvest Master Fund, LP (34)
|
900,000 | * | — | 900,000 | — | * | ||||||||||||||||||
Senvest Technology Partners Master Fund, LP (35)
|
100,000 | * | — | 100,000 | — | * | ||||||||||||||||||
Jay Simons
|
75,000 | * | — | 75,000 | — | * | ||||||||||||||||||
Southpoint Capital Advisors LP (36)
|
3,032,062 | * | — | 3,000,000 | 32,062 | * | ||||||||||||||||||
Strategic Advisers Fidelity U.S. Total Stock Fund - FIAM Sector Managed - Technology Sub by FIAM LLC as Investment Manager (15)
|
267,744 | * | — | 267,744 | — | * | ||||||||||||||||||
Strategic Advisers Large Cap Fund - FIAM Sector Managed Technology Sub by FIAM LLC as Investment Manager (15)
|
88,079 | * | — | 88,079 | — | * | ||||||||||||||||||
Roland Tanner
|
19,059 | * | — | 19,059 | — | * |
Shares Beneficially
Owned Prior to the Offering |
Unvested
Option Shares |
Shares
Being Offered |
Shares Beneficially
Owned After the Offering |
|||||||||||||||||||||
Name of Selling Stockholder
|
Shares
|
%
|
Shares
|
%
|
||||||||||||||||||||
TDM Growth Partners Pty Ltd (37)
|
3,000,000 | * | — | 3,000,000 | — | * | ||||||||||||||||||
Topia Ventures, LLC (38)
|
500,000 | * | — | 500,000 | — | * | ||||||||||||||||||
Todd E. Tyler
|
58,540 | * | — | 58,540 | — | * | ||||||||||||||||||
Variable Insurance Products Fund III: VIP Balance Portfolio - Information Technology Sub (15)
|
117,171 | * | — | 117,171 | — | * | ||||||||||||||||||
Vista Funds (39)
|
397,745,049 | 82.7 | % | — | 397,745,049 | — | * | |||||||||||||||||
Washington Harbour Capital Master Fund, LP (40)
|
952,500 | * | — | 952,500 | — | * | ||||||||||||||||||
Washington Harbour Capital Long Only Master Fund, LP (40)
|
47,500 | * | — | 47,500 | — | * | ||||||||||||||||||
Yo Cherry, LLC (41)
|
545,017 | * | — | 545,017 | — | * | ||||||||||||||||||
Zoom Video Communications, Inc. (42)
|
10,000,000 | 2.1 | % | — | 10,000,000 | — | * |
(1) |
Includes 9,217,654 shares underlying vested options.
|
(2) |
Voting and dispositive power with respect to the securities held by the selling stockholder is exercised by Brad Gerstner, its General Partner.
|
(3) |
Includes 44,926 shares underlying vested options.
|
(4) |
The trustee of this trust is Shagun Malhotra.
|
(5) |
Reflects shares held directly by Blackstone Multi-Asset Direct Holdings—AD (US Centric) L.P. The general partner of Blackstone Multi-Asset Direct Holdings—AD (US Centric) L.P. is Blackstone Multi-Asset GP L.P. The general partner of Blackstone Multi-Asset GP L.P. is BTO AD GP L.L.C. The sole member of BTO AD GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of the Blackstone entities described in this footnote and Stephen A. Schwarzman (other than to the extent it or he directly holds securities as described herein) may be deemed to beneficially own the securities directly or indirectly controlled by such Blackstone entities or him, but each disclaims beneficial ownership of such securities. The address of each of such Blackstone entities and Mr. Schwarzman is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154.
|
(6) |
The trustee of this trust is Rindi Ludwig.
|
(7) |
Represents 1,022,419 shares underlying vested options.
|
(8) |
Charles V. Ghoorah is trustee of this trust.
|
(9) |
Karen Ghoorah and Robert R. Ghoorah are co-trustees of this trust.
|
(10) |
Includes 815,938 shares underlying vested options.
|
(11) |
Consists of (i) 9,655,200 shares of common stock held by SMALLCAP World Fund, Inc. (“SCWF”) and (ii) 344,800 shares of common stock held by American Funds Insurance Series—Global Small Capitalization Fund (“VISC” and, together with SCWF, the “CRMC Stockholders”). Capital Research and Management Company (“CRMC”) is the investment adviser for each CRMC Stockholder. For purposes of the reporting requirements of the Exchange Act, CRMC or Capital Research Global Investors (“CRGI”) may be deemed to be the beneficial owner of the shares of common stock held by each CRMC Stockholder; however, each of CRMC and CRGI expressly disclaims that it is, in fact, the beneficial owner of such securities. Brady L. Enright, Julian N. Abdey, Jonathan Knowles, Gregory W. Wendt, Peter Eliot, Bradford F. Freer, Leo Hee, Roz Hongsaranagon, Harold H. La, Dimitrije Mitrinovic, Aidan O’Connell, Samir Parekh, Andraz Razen, Renaud H. Samyn, Arun Swaminathan, Thatcher Thompson, Michael Beckwith, and Shlok Melwani, as portfolio managers, have voting and investment powers over the shares held by SCWF. Renaud H. Samyn,
|
Michael Beckwith, Bradford F. Freer, Harold H. La, Aidan O’Connell, and Gregory W. Wendt, as portfolio managers, have voting and investment powers over the shares held by VISC. The address for each of the CRMC Stockholders is c/o Capital Research and Management Company, 333 S. Hope St., 50th Floor, Los Angeles, California 90071. Each of the CRMC Stockholders acquired the securities being registered hereby in the ordinary course of its business. |
(12) |
Robyn C. Quattrone is trustee of this trust.
|
(13) |
Includes 680,705 shares underlying vested options.
|
(14) |
Mr. Marc Stad is the sole member of the ultimate managing member of Dragoneer Global GP II, LLC, which is the general partner of Dragoneer Global Fund II, L.P., which is the manager of Dragoneer Funding II-A LLC. As a result of the foregoing relationships, Mr. Stad may be deemed to beneficially own securities held by Dragoneer Funding II-A LLC. The business address of Dragoneer Funding II-A LLC and Mr. Stad is c/o Dragoneer Investment Group, LLC, One Letterman Drive, Building D, Suite M500, San Francisco, California.
|
(15) |
These accounts are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.
|
(16) |
Includes 1,772,556 shares underlying vested options.
|
(17) |
Represents 4,092,852 shares underlying vested options.
|
(18) |
The board of directors of Hedosophia Public Investments Limited comprises Ian Osborne, Iain Stokes, Rob King and Trina Le Noury and each director has shared voting and dispositive power with respect to the securities held by Hedosophia Public Investments Limited. Each of them disclaims beneficial ownership of the securities held by Hedosophia Public Investments Limited. The address of Hedosophia Public Investments Limited is Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL.
|
(19) |
Voting and dispositive power with respect to the securities held by the selling stockholder is exercised by Mitchell Green, Nimay Mehta Brian Neider, as members of Lead Edge Capital Management, LLC.
|
(20) |
Includes 1,022,872 shares underlying vested options.
|
(21) |
Includes 2,045,291 shares underlying vested options.
|
(22) |
Includes 1,063,715 shares underlying vested options.
|
(23) |
Includes 477,401 shares underlying vested options.
|
(24) |
Moore Capital Management, LP, the investment manager of MMF LT, LLC, has voting and investment control of the shares held by MMF LT, LLC. Mr. Louis M. Bacon controls the general partner of Moore Capital Management, LP and may be deemed the beneficial owner of the shares of the Company held by MMF LT, LLC. Mr. Bacon also is the indirect majority owner of MMF LT, LLC. The address of MMF LT, LLC, Moore Capital Management, LP and Mr. Bacon is 11 Times Square, New York, New York 10036.
|
(25) |
Represents 379,379 shares underlying vested options.
|
(26) |
OCM VEF Cvent Holdings PT, L.P. (“VEF Cvent Holdings”) is beneficially owned by Oaktree Value Equity Fund, L.P. (“VEF Fund”). VEF Fund is controlled by its general partner, Oaktree Value Equity Fund GP, L.P. (“VEF GP”), and VEF GP’s general partner, which is Oaktree Value Equity Fund GP Ltd. (“VEF Ultimate GP”). VEF GP and VEF Ultimate GP are each in turn an affiliate of Oaktree Capital Management, L.P. (“OCM”), which is the investment manager of VEF Fund and is the director of VEF Ultimate GP. As a
|
result, VEF Fund and OCM may be deemed to have beneficial ownership of the shares owned by VEF Cvent Holdings. OCM’s asset management business is indirectly controlled by Oaktree Capital Group, LLC (“OCG”) and Atlas OCM Holdings LLC (“Atlas OCM”). As of September 30, 2021, approximately 62% of OCM’s business is indirectly owned by Brookfield Asset Management, Inc. (“Brookfield”) and the remaining approximately 38% is ultimately owned by current and former OCM executives and employees. Brookfield’s ownership interest in OCM’s business is held through OCG, Atlas OCM and other holding entities. BAM Partners Trust is the sole owner of Class B Limited Voting Shares of Brookfield. The current and former OCM executives and employees hold their interests through a separate entity, Oaktree Capital Group Holdings, L.P, . (“OCGH LP”). The board of directors of OCG and of Atlas OCM is currently comprised of: (i) five Oaktree senior executives, Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, and Sheldon M. Stone; (ii) three independent directors, Stephen J. Gilbert, D. Richard Masson, and Marna C. Whittington; and (iii) two Brookfield senior executives, Justin B. Beber and J. Bruce Flatt. Each of foregoing entities and individuals disclaims beneficial ownership of the securities, except to the extent of their pecuniary interest therein. |
(27) |
OCM VOF Cvent Holdings PT, L.P. (“VOF Cvent Holdings”) is beneficially owned by Oaktree Value Opportunites Fund, L.P. (“VOF Fund”). VOF Fund is controlled by its general partner, Oaktree Value Opportunities Fund GP, L.P. (“VOF GP”), and VOF GP’s general partner, which is Oaktree Value Opportunities Fund GP Ltd. (“VOF Ultimate GP”). VOF GP and VOF Ultimate GP are each in turn an affiliate of Oaktree Capital Management, L.P. (“OCM”), which is the investment manager of VOF Fund and is the director of VOF Ultimate GP. As a result, VOF Fund and OCM may be deemed to have beneficial ownership of the shares owned by VOF Cvent Holdings. OCM’s asset management business is indirectly controlled by Oaktree Capital Group, LLC (“OCG”) and Atlas OCM Holdings LLC (“Atlas OCM”). As of September 30, 2021, approximately 62% of OCM’s business is indirectly owned by Brookfield Asset Management, Inc. (“Brookfield”) and the remaining approximately 38% is ultimately owned by current and former OCM executives and employees. Brookfield’s ownership interest in OCM’s business is held through OCG, Atlas OCM and other holding entities. BAM Partners Trust is the sole owner of Class B Limited Voting Shares of Brookfield. The current and former OCM executives and employees hold their interests through a separate entity, Oaktree Capital Group Holdings, L.P, . (“OCGH LP”). The board of directors of OCG and of Atlas OCM is currently comprised of: (i) five Oaktree senior executives, Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank, and Sheldon M. Stone; (ii) three independent directors, Stephen J. Gilbert, D. Richard Masson, and Marna C. Whittington; and (iii) two Brookfield senior executives, Justin B. Beber and J. Bruce Flatt. Each of foregoing entities and individuals disclaims beneficial ownership of the securities, except to the extent of their pecuniary interest therein.
|
(28) |
Includes 543,656 shares held by Padmavati Enterprises, Inc. and beneficially owned by Mr. Punyapu and 247,322 shares underlying vested options.
|
(29) |
Includes 163,823 shares underlying vested options.
|
(30) |
Includes 4,228,086 shares underlying vested options.
|
(31) |
Dharini Aggarwal and Sanjeev Aggarwal are co-trustees of this trust.
|
(32) |
Represents 763,751 shares underlying vested options.
|
(33) |
Senator Investment Group LP, or Senator, is investment manager of the selling security holder and may be deemed to have voting and dispositive power with respect to the shares. The general partner of Senator is Senator Management LLC (the “Senator GP”). Douglas Silverman controls Senator GP, and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this selling security holder. Mr. Silverman disclaims beneficial ownership of the shares held by the selling security holder.
|
(34) |
Voting and dispositive power with respect to the securities held by the selling stockholder is exercised by Senvest Management, LLC on behalf of its advisory client Senvest Master Fund, LP.
|
(35) |
Voting and dispositive power with respect to the securities held by the selling stockholder is exercised by Senvest Management, LLC on behalf of its advisory client Senvest Technology Partners Master Fund, LP.
|
(36) |
Voting and dispositive power with respect to the securities held by the selling stockholder is exercised by John S. Clark II. Amount includes 32,062 previously registered shares of Common Stock.
|
(37) |
Voting and dispositive power with respect to the securities held by the selling stockholders is exercised by Tom Cowan, Hamish Corlett and Ben Gisz as directors of TDM Growth Partners Pty Ltd.
|
(38) |
Consists of 500,000 shares of common stock held by Topia Ventures, LLC. Topia Ventures Management, LLC is the managing member of Topia Ventures, LLC. Mr. David Broser is the managing member of Topia Ventures Management, LLC. The address for Topia Ventures, LLC is c/o Topia Ventures Management, LLC, 104 W. 40th Street, 19th Floor, New York, NY 10018.
|
(39) |
Represents 181,049,399 shares held directly by Vista Equity Partners Fund VI, L.P., or VEPF VI, 109,372,061 shares held directly by Vista Equity Partners Fund VI-A, L.P., or VEPF VI-A, and 2,203,215 shares held directly by VEPF VI FAF, L.P., or VEPF VI FAF. Vista Equity Partners Fund VI GP, L.P., or VEPF VI GP, is the sole general partner of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF VI GP’s sole general partner is VEPF VI GP, Ltd., or VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management, L.P., or VEPF Management, is the sole management company of each of VEPF VI, VEPF VI-A and VEPF VI FAF. VEPF Management’s sole general partner is VEP Group, LLC, or VEP Group, and VEPF Management’s sole limited partner is Vista Equity Partners Management, LLC, or VEPM. VEP Group is the Senior Managing Member of VEPM. Additionally represents 51,185,845 shares held directly by VEPF IV AIV VII, L.P., or VEPF IV, and 19,637,433 shares held directly by VEPF IV AIV VII-A, L.P., or VEPF IV-A. Vista Equity Partners Fund IV GP, LLC, or VEPF IV GP, is the sole general partner of each of VEPF IV and VEPF IV-A. VEPF IV GP’s sole senior managing member is VEP Group. Additionally represents 18,693,976 shares held directly by VEPF III AIV VI, L.P., or VEPF III, and 3,427,576 shares held directly by VEPF III AIV VI-A, L.P., or VEPF III-A. Vista Equity Partners Fund III GP, LLC, or VEPF III GP is the sole general partner of each of VEPF III and VEPF III-A. VEPF III GP’s sole senior managing member is VEP Group. Additionally represents 6,552,013 shares held directly by VFF I AIV IV, L.P., or VFF I, and 5,623,531 shares held directly by VFF I AIV IV-A, L.P., or VFF I-A, and collectively with VEPF VI, VEPF VI-A, VEPF VI FAF, VEPF IV, VEPF IV-A, VEPF III, VEPF III-A and VFF I, the Vista Funds. Vista Foundation Fund I GP, LLC, or VFF I GP, is the sole general partner of each of VFF I and VFF I-A. VFF I GP’s sole senior managing member is VEP Group. Robert F. Smith is the sole Managing Member of VEP Group. Consequently, Mr. Smith, VEPF VI UGP and VEP Group may be deemed the beneficial owners of the shares held by VEPF VI, VEPF VI-A and VEPF VI FAF, and Mr. Smith and VEP Group may be deemed the beneficial owners of the shares held by VEPF IV, VEPF IV-A, VEPF III, VEPF III-A, VFF I and VFF I-A. Each of the Vista Funds, VEPF VI UGP, VEP Group and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly. The principal business address of each of the Vista Funds, VEPF VI UGP, VEPF Management and VEP Group is c/o Vista Equity Partners, 4 Embarcadero Center, 20th Fl., San Francisco, California 94111. The principal business address of Mr. Smith is c/o Vista Equity Partners, 401 Congress Drive, Suite 3100, Austin, Texas 78701.
|
(40) |
Voting and dispositive power with respect to the securities held by the selling stockholder is exercised by Washington Harbour Partners, LP, whose underlying owner is Mina Faltas.
|
(41) |
Represents 545,017 shares held by Yo Cherry, LLC. Voting and dispositive power with respect to the securities held by the selling stockholder is exercised by Tait Sye, trustee to the SYE 2019 Charitable Remainder Trust.
|
(42) |
Voting/dispositive decisions with respect to the shares are made by Zoom’s Board of Directors.
|
• |
1% of the total number of Cvent Common Stock then outstanding; or
|
• |
the average weekly reported trading volume of the Cvent Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
• |
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
• |
the issuer of the securities is subject to the reporting requirements of Section
|
• |
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form
8-K
reports; and
|
• |
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
• |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
• |
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
• |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
• |
an exchange distribution in accordance with the rules of the applicable exchange;
|
• |
privately negotiated transactions;
|
• |
in underwritten transactions;
|
• |
short sales;
|
• |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
• |
broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price;
|
• |
distribution to members, limited partners or stockholders of Selling Stockholders;
|
• |
“at the market” or through market makers or into an existing market for the shares;
|
• |
a combination of any such methods of sale; and
|
• |
any other method permitted pursuant to applicable law.
|
• |
each person who is known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Common Stock;
|
• |
each current named executive officer and director of the Company; and
|
• |
all current executive officers and directors of the Company, as a group.
|
Name and Address of Beneficial Owner(1)
|
Amount and
Nature of Beneficial Ownership(2) |
Approximate
Percentage of Outstanding Shares of Common Stock |
||||||
Directors and Executive Officers Post-Business combination:
|
||||||||
Rajeev K. Aggarwal(3)
|
20,862,702 | 4.3 | % | |||||
Charles Ghoorah(4)
|
5,999,279 | 1.2 | % | |||||
David Quattrone(5)
|
6,408,610 | 1.3 | % | |||||
Lawrence Samuelson(6)
|
763,751 | * | ||||||
William J. Newman, III(6)
|
379,379 | * | ||||||
Sanjeev K. Bansal(7)
|
2,266,292 | * | ||||||
David Breach
|
— | — | ||||||
Jim Frankola
|
— | — | ||||||
Betty Hung
|
— | — | ||||||
Marcela Martin
|
— | — | ||||||
Sam Payton
|
— | — | ||||||
Maneet Saroya
|
— | — | ||||||
Nicolas Stahl
|
— | — | ||||||
All directors and executive officers post-business combination as a group (thirteen individuals)(8)
|
36,680,013 | 7.6 | % | |||||
Five Percent Holders:
|
||||||||
Vista Funds(9)
|
397,745,049 | 82.7 | % |
* |
Less than one percent.
|
(1) |
Unless otherwise noted, the business address of those listed in the table above is 1765 Greensboro Station Place, 7th Floor, Tysons, Virginia, 22102.
|
(2) |
The beneficial ownership of Common Stock immediately upon consummation of the Business Combination is based on 481,121,695 shares of Common Stock outstanding as of such date, and consists of (i) 4,286,667 Class A ordinary shares that converted into a like number of shares of Common Stock, (ii) 6,900,000
|
Class B ordinary shares that converted into a like number of shares of Common Stock, (iii) 416,483,028 shares of Common Stock that were issued to the holders of shares of common stock of Legacy Cvent, (iv) 5,000,000 Class A ordinary shares that were issued in connection with the Forward Purchase Agreement substantially concurrently with the consummation of the Business Combination, (v) 47,500,000 shares of Common Stock that were issued in the PIPE Financing, (vi) 752,000 private placement shares held by Sponsor and (vii) 200,000 Class A ordinary shares that were issued upon conversion of the principal amount of a working capital loan provided by Sponsor. |
(3) |
Includes 9,217,654 options that are vested and exercisable within 60 days from December 8, 2021.
|
(4) |
Includes 4,908,790 options that are vested and exercisable within 60 days from December 8, 2021.
|
(5) |
Includes 4,908,791 options that are vested and exercisable within 60 days from December 8, 2021.
|
(6) |
Represents options that are vested and exercisable within 60 days from December 8, 2021.
|
(7) |
Includes 44,926 options that are vested and exercisable within 60 days from December 8, 2021.
|
(8) |
Includes 20,222,384 options that are vested and exercisable within 60 days from December 8, 2021.
|
(9) |
Represents 181,049,399 shares held directly by Vista Equity Partners Fund VI, L.P., or VEPF VI, 109,372,061 shares held directly by Vista Equity Partners Fund
VI-A,
L.P., or VEPF
VI-A,
and 2,203,215 shares held directly by VEPF VI FAF, L.P., or VEPF VI FAF. Vista Equity Partners Fund VI GP, L.P., or VEPF VI GP, is the sole general partner of each of VEPF VI, VEPF
VI-A
and VEPF VI FAF. VEPF VI GP’s sole general partner is VEPF VI GP, Ltd., or VEPF VI UGP. Robert F. Smith is the Sole Director of VEPF VI UGP, as well as one of its 11 Members. VEPF Management, L.P., or VEPF Management, is the sole management company of each of VEPF VI, VEPF
VI-A
and VEPF VI FAF. VEPF Management’s sole general partner is VEP Group, LLC, or VEP Group, and VEPF Management’s sole limited partner is Vista Equity Partners Management, LLC, or VEPM. VEP Group is the Senior Managing Member of VEPM.
|
• |
the related person’s relationship to us and interest in the transaction;
|
• |
the material facts of the proposed transaction, including the proposed aggregate value of the transaction;
|
• |
the impact on a director’s independence in the event the related person is a director or an immediate family member of the director;
|
• |
the benefits to Cvent of the proposed transaction;
|
• |
if applicable, the availability of other sources of comparable products or services; and
|
• |
an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.
|
• |
the amounts involved exceeded or will exceed $120,000; and
|
• |
any of its directors, executive officers, or holders of more than 5% of Company capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.
|
Page
|
||||
Audited Financial Statements of Dragoneer Growth Opportunities Corp.
|
||||
F-2
|
||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
Unaudited Financial Statements of Dragoneer Growth Opportunities Corp. II
|
||||
F-16 | ||||
F-17 | ||||
F-18 | ||||
F-20 | ||||
F-21 | ||||
Audited Financial Statements of Papay Topco, Inc.
|
||||
F-32 | ||||
F-34 | ||||
F-35 | ||||
F-36 | ||||
F-37 | ||||
F-38 | ||||
Unaudited Financial Statements of Papay Topco, Inc.
|
||||
F-75 | ||||
F-76 | ||||
F-77 | ||||
F-78 | ||||
F-79 |
/s/ WithumSmith+Brown, PC
|
ASSETS
|
||||
Current assets
|
||||
Cash
|
$ | 90,095 | ||
Prepaid expenses
|
1,188,660 | |||
|
|
|||
Total Current Assets
|
1,278,755 | |||
Cash held in Trust Account
|
276,000,000 | |||
|
|
|||
TOTAL ASSETS
|
$
|
277,278,755
|
|
|
|
|
|||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||
Current liabilities - accrued expenses
|
$ | 25,296 | ||
Deferred underwriting fee payable
|
9,660,000 | |||
|
|
|||
Total Liabilities
|
|
9,685,296
|
|
|
|
|
|||
Class A ordinary shares subject to possible redemption, 26,259,345 shares at $10.00 per share
|
262,593,450 | |||
Shareholders’ Equity
|
||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
|
— | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,092,655 shares issued and outstanding (excluding 26,259,345 shares subject to possible redemption)
|
209 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding
|
690 | |||
Additional
paid-in
capital
|
5,096,874 | |||
Accumulated deficit
|
(97,764 | ) | ||
|
|
|||
Total Shareholders’ Equity
|
|
5,000,009
|
|
|
|
|
|||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
277,278,755
|
|
Formation and operational costs
|
$ | 97,764 | ||
|
|
|||
Net Loss
|
$
|
(97,764
|
)
|
|
|
|
|||
Weighted average shares outstanding of Class A redeemable ordinary shares
|
27,600,000 | |||
|
|
|||
Basic and diluted net income per ordinary share, Class A
|
$
|
0.00
|
|
|
Weighted average shares outstanding of Class A and B
non-redeemable
ordinary shares
|
7,236,000 | |||
|
|
|||
Basic and diluted net loss per ordinary share, Class A and B
|
$
|
(0.01
|
)
|
|
|
|
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Additional
Paid in Capital |
Accumulated
Deficit |
Total
Shareholders’ Equity |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance — September 25, 2020 (inception)
|
— | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor
|
— | — | 6,900,000 | 690 | 24,310 | — | 25,000 | |||||||||||||||||||||
Sale of 27,600,000 Public Shares, net of underwriting discounts and offering costs
|
27,600,000 | 2,760 | — | — | 260,143,463 | — | 260,146,223 | |||||||||||||||||||||
Sale of 752,000 Private Placement Shares
|
752,000 | 75 | — | — | 7,519,925 | — | 7,520,000 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption
|
(26,259,345 | ) | (2,626 | ) | — | — | (262,590,824 | ) | — | (262,593,450 | ) | |||||||||||||||||
Net loss
|
— | — | — | — | — | (97,764 | ) | (97,764 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance — December 31, 2020
|
|
2,092,655
|
|
$
|
209
|
|
|
6,900,000
|
|
$
|
690
|
|
$
|
5,096,874
|
|
$
|
(97,764
|
)
|
$
|
5,000,009
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (97,764 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Payment of formation costs through issuance of Class B ordinary shares
|
5,000 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(1,188,660 | ) | ||
Accrued expenses
|
25,296 | |||
|
|
|||
Net cash used in operating activities
|
|
(1,256,128
|
)
|
|
|
|
|||
Cash Flows from Investing Activities:
|
||||
Investment of cash in Trust Account
|
(276,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
|
(276,000,000
|
)
|
|
|
|
|||
Cash Flows from Financing Activities:
|
||||
Proceeds from sale of Public Shares, net of underwriting discounts paid
|
270,480,000 | |||
Proceeds from sale of Private Placement Shares
|
7,520,000 | |||
Repayment of promissory note – related party
|
(104,462 | ) | ||
Payments of offering costs
|
(549,315 | ) | ||
|
|
|||
Net cash provided by financing activities
|
|
277,346,223
|
|
|
|
|
|||
Net Change in Cash
|
|
90,095
|
|
|
Cash – Beginning
|
— | |||
|
|
|||
Cash – Ending
|
$
|
90,095
|
|
|
|
|
|||
Non-Cash
Investing and Financing Activities:
|
||||
Initial classification of Class A ordinary shares subject to possible redemption
|
$ | 262,686,220 | ||
|
|
|||
Change in value of Class A ordinary shares subject to possible redemption
|
$ | (92,770 | ) | |
|
|
|||
Deferred underwriting fee payable
|
$ | 9,660,000 | ||
|
|
|||
Offering costs paid directly by Sponsor in consideration for the issuance of Class B ordinary shares
|
$ | 20,000 | ||
|
|
|||
Payment of offering costs through promissory note – related party
|
$ | 104,462 | ||
|
|
For the Period
from September 25, 2020 (inception) Through December 31, 2020 |
||||
Redeemable Class A Ordinary Shares
|
||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares
|
||||
Interest Income
|
$ | — | ||
|
|
|||
Net Earnings
|
$ | — | ||
Denominator: Weighted Average Redeemable Class A Ordinary Shares
|
||||
Redeemable Class A Ordinary Shares, Basic and Diluted
|
27,600,000 | |||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares
|
$
|
0.00
|
|
|
Non-Redeemable
Class A and B Ordinary Shares
|
||||
Numerator: Net Loss minus Redeemable Net Earnings
|
||||
Net Loss
|
$ | (97,764 | ) | |
Redeemable Net Earnings
|
$ | — | ||
|
|
|||
Non-Redeemable
Net Loss
|
$
|
(97,764
|
)
|
|
Denominator: Weighted Average
Non-Redeemable
Class A and B Ordinary Shares
|
||||
Non-Redeemable
Class A and B Ordinary Shares, Basic and Diluted (1)
|
7,236,000 | |||
Loss/Basic and Diluted
Non-Redeemable
Class A and B Ordinary Shares
|
$
|
(0.01
|
)
|
|
|
|
(1) |
The weighted average
non-redeemable
ordinary shares for the period from September 25, 2020 (inception) through December 31, 2020 includes the effect of 752,000 Private Placement Shares, which were issued in conjunction with the Initial Public Offering on November 19, 2020.
|
September 30,
2021 |
December 31,
2020 |
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 1,170,715 | $ | 90,095 | ||||
Prepaid expenses
|
729,047 | 1,188,660 | ||||||
|
|
|
|
|||||
Total Current Assets
|
1,899,762 | 1,278,755 | ||||||
Investment held in Trust Account
|
276,014,450 | 276,000,000 | ||||||
|
|
|
|
|||||
TOTAL ASSETS
|
$
|
277,914,212
|
|
$
|
277,278,755
|
|
||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accrued expenses
|
$ | 2,677,479 | $ | 25,296 | ||||
Advance from related party
|
13,362 | — | ||||||
Convertible note - related party
|
2,000,000 | — | ||||||
|
|
|
|
|||||
Total Current Liabilities
|
4,690,841 | 25,296 | ||||||
Deferred underwriting fee payable
|
9,660,000 | 9,660,000 | ||||||
|
|
|
|
|||||
Total Liabilities
|
|
14,350,841
|
|
|
9,685,296
|
|
||
|
|
|
|
|||||
Commitments and contingencies
|
||||||||
Class A ordinary shares subject to possible redemption 27,600,000 at $10.00 per share redemption value as of September 30, 2021 and December 31, 2020
|
276,000,000 | 276,000,000 | ||||||
Shareholders’ Deficit
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 752,000 shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) as of September 30, 2021 and December 31, 2020
|
75 | 75 | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020
|
690 | 690 | ||||||
Additional
paid-in
capital
|
— | — | ||||||
Accumulated deficit
|
(12,437,394 | ) | (8,407,306 | ) | ||||
|
|
|
|
|||||
Total Shareholders’ Deficit
|
|
(12,436,629
|
)
|
|
(8,406,541
|
)
|
||
|
|
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
$
|
277,914,212
|
|
$
|
277,278,755
|
|
||
|
|
|
|
Three Months
Ended September 30, 2021 |
Nine Months
Ended September 30, 2021 |
September 25,
2020 (Inception) Through September 30, 2020 |
||||||||||
General and administrative expenses
|
$ | 2,264,621 | $ | 4,044,538 | $ | 5,000 | ||||||
|
|
|
|
|
|
|||||||
Loss from operations
|
|
(2,264,621
|
)
|
|
(4,044,538
|
)
|
|
(5,000
|
)
|
|||
|
|
|
|
|
|
|||||||
Other income
|
||||||||||||
Interest earned on marketable securities held in Trust Account
|
5,672 | 14,450 | — | |||||||||
|
|
|
|
|
|
|||||||
Net loss
|
$
|
(2,258,949
|
)
|
$
|
(4,030,088
|
)
|
$
|
(5,000
|
)
|
|||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding of Class A redeemable ordinary shares
|
27,600,000 | 27,600,000 | — | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted income per share, Class A redeemable ordinary shares
|
$ | (0.06 | ) | $ | (0.11 | ) | $ | (0.00 | ) | |||
|
|
|
|
|
|
|||||||
Weighted average shares outstanding of Class A and Class B
non-redeemable
ordinary shares
|
7,652,000 | 7,652,000 | 6,000,000 | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted net loss per share, Class A and Class B
non-redeemable
ordinary shares
|
$ | (0.06 | ) | $ | (0.11 | ) | $ | (0.00 | ) | |||
|
|
|
|
|
|
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Additional
Paid-in
|
Accumulated
|
Total
Shareholders’ |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance - January 1, 2021
|
|
752,000
|
|
$
|
75
|
|
|
6,900,000
|
|
$
|
690
|
|
$
|
—
|
|
$
|
(8,407,306
|
)
|
$
|
(8,406,541
|
)
|
|||||||
Net loss
|
— | — | — | — | — | (371,642 | ) | (371,642 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 (unaudited)
|
|
752,000
|
|
$
|
75
|
|
|
6,900,000
|
|
$
|
690
|
|
$
|
—
|
|
$
|
(8,778,948
|
)
|
$
|
(8,778,183
|
)
|
|||||||
Net loss
|
— | — | — | — | — | (1,399,497 | ) | (1,399,497 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 (unaudited)
|
|
752,000
|
|
$
|
75
|
|
|
6,900,000
|
|
$
|
690
|
|
$
|
—
|
|
$
|
(10,178,445
|
)
|
$
|
(10,177,680
|
)
|
|||||||
Net loss
|
— | — | — | — | — | (2,258,949 | ) | (2,258,949 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - September 30, 2021 (unaudited)
|
|
752,000
|
|
$
|
75
|
|
|
6,900,000
|
|
$
|
690
|
|
$
|
—
|
|
$
|
(12,437,394
|
)
|
$
|
(12,436,629
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
Ordinary Shares |
Class B
Ordinary Shares |
Additional
Paid-in
|
Accumulated
|
Total
Shareholders’ |
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance - September 25, 2020 (inception)
|
|
—
|
|
|
—
|
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|||||||
Issuance of Class B Ordinary shares to Sponsor (1)
|
|
—
|
|
|
—
|
|
|
5,750,000
|
|
$
|
575
|
|
$
|
24,425
|
|
$
|
—
|
|
$
|
25,000
|
|
|||||||
Net loss
|
— | — | — | — | — | (5,000 | ) | (5,000 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - September 30, 2020 (unaudited)
|
|
—
|
|
$
|
—
|
|
|
5,750,000
|
|
$
|
575
|
|
$
|
24,425
|
|
$
|
(5,000
|
)
|
$
|
(20,000
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes an aggregate of up to 750,000 Class B ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised. On October 22, 2020, the Company effected a share dividend, resulting in 5,750,000 Class B ordinary shares outstanding.
|
September 30,
2021 |
September 25,
2020 (inception) to September 30, 2020 |
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net loss
|
$
|
(4,030,088
|
)
|
$
|
(5,000
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Payment of formation costs through issuance of Class B ordinary shares
|
— | 5,000 | ||||||
Interest earned on marketable securities held in Trust Account
|
(14,450 | ) | — | |||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
459,613 | — | ||||||
Accrued expenses
|
2,652,183 | — | ||||||
|
|
|
|
|||||
Net cash used in operating activities
|
$
|
(932,742
|
)
|
$
|
—
|
|
||
|
|
|
|
|||||
Cash Flows from Financing Activities
|
||||||||
Advances from related party
|
38,064 | — | ||||||
Repayment of advances from related party
|
(24,702 | ) | — | |||||
Proceeds from working capital loan - related party
|
2,000,000 | — | ||||||
|
|
|
|
|||||
Net cash provided by financing activities
|
$
|
2,013,362
|
|
$
|
—
|
|
||
|
|
|
|
|||||
Net Change in Cash
|
|
1,080,620
|
|
|
—
|
|
||
Cash - Beginning of period
|
90,095 | — | ||||||
|
|
|
|
|||||
Cash - End of period
|
$
|
1,170,715
|
|
$
|
—
|
|
||
|
|
|
|
|||||
Non-cash
investing and financing activities:
|
||||||||
Deferred offering costs included in accrued offering costs
|
$
|
— |
$
|
28,000
|
|
|||
|
|
|
|
|||||
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares
|
$ | — | $ | 20,000 | ||||
|
|
|
|
Three Months Ended
September 31, 2021 |
Nine Months Ended
September 31, 2021 |
|||||||||||||||
Class A
Ordinary Shares |
Class A and
B Ordinary Shares |
Class A
Ordinary Shares |
Class A and
B Ordinary Shares |
|||||||||||||
Basic and diluted net income (loss) per
common stock |
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss)
|
(1,768,609 | ) | (490,340 | ) | (3,155,294 | ) | (874,794 | ) | ||||||||
Denominator
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
27,600,000 | 7,652,000 | 27,600,000 | 7,652,000 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Basic and diluted net income (loss) per common stock
|
$ | (0.06 | ) | $ | (0.06 | ) | $ | (0.11 | ) | $ | (0.11 | ) | ||||
|
|
|
|
|
|
|
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3:
|
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description
|
Level
|
September 30,
2021 |
||||||
Assets:
|
||||||||
Marketable securities held in Trust Account - Money Market Funds
|
1 | $ | 276,014,450 |
December 31,
|
||||||||
2020
|
2019
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 65,265 | $ | 72,315 | ||||
Restricted cash
|
205 | 406 | ||||||
Short-term investments
|
— | 982 | ||||||
Accounts receivable, net of allowance of $3.3 million and $1.9 million, respectively
|
141,113 | 144,711 | ||||||
Capitalized commissions, net
|
22,000 | 22,284 | ||||||
Prepaid expenses and other current assets
|
12,415 | 12,452 | ||||||
|
|
|
|
|||||
Total current assets
|
240,998 | 253,150 | ||||||
Property and equipment, net
|
21,715 | 35,708 | ||||||
Capitalized software development costs, net
|
124,030 | 143,575 | ||||||
Intangible assets, net
|
272,416 | 325,082 | ||||||
Goodwill
|
1,605,628 | 1,614,157 | ||||||
Operating lease
right-of-use
|
38,922 | 47,164 | ||||||
Capitalized commissions, net,
non-current
|
20,427 | 18,179 | ||||||
Deferred tax assets,
non-current
|
2,036 | 2,163 | ||||||
Other assets,
non-current,
net
|
5,479 | 5,838 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 2,331,651 | $ | 2,445,016 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$ | 17,920 | $ | 4,484 | ||||
Accounts payable
|
4,078 | 5,889 | ||||||
Accrued expenses and other current liabilities
|
81,939 | 72,776 | ||||||
Fees payable to customers
|
16,872 | 58,928 | ||||||
Operating lease liabilities, current
|
15,910 | 15,511 | ||||||
Deferred revenue
|
207,622 | 225,131 | ||||||
|
|
|
|
|||||
Total current liabilities
|
344,341 | 382,719 | ||||||
Deferred tax liabilities,
non-current
|
16,950 | 15,062 | ||||||
Long-term debt, net
|
753,953 | 758,473 | ||||||
Operating lease liabilities,
non-current
|
40,317 | 49,015 | ||||||
Other liabilities,
non-current
|
5,239 | 3,966 | ||||||
|
|
|
|
|||||
Total liabilities
|
1,160,800 | 1,209,235 | ||||||
Commitments and contingencies (Note 14)
|
||||||||
Stockholders’ equity:
|
||||||||
Common stock, $0.001 par value, 1,100,000 shares authorized at December 31, 2020 and 2019; 917,365 and 917,085 shares issued and outstanding as of December 31, 2020 and 2019, respectively
|
1 | 1 | ||||||
Additional
paid-in
capital
|
1,936,447 | 1,918,809 | ||||||
Accumulated other comprehensive loss
|
(69 | ) | (1,234 | ) | ||||
Accumulated deficit
|
(765,528 | ) | (681,795 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity
|
1,170,851 | 1,235,781 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity
|
$ | 2,331,651 | $ | 2,445,016 | ||||
|
|
|
|
Year ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Revenue
|
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
Cost of revenue
|
176,250 | 211,857 | 165,181 | |||||||||
|
|
|
|
|
|
|||||||
Gross profit
|
322,450 | 355,747 | 314,834 | |||||||||
Operating expenses:
|
||||||||||||
Sales and marketing
|
128,388 | 155,801 | 126,531 | |||||||||
Research and development
|
87,866 | 96,012 | 78,447 | |||||||||
General and administrative
|
80,564 | 92,018 | 76,155 | |||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
53,844 | 57,685 | 60,494 | |||||||||
|
|
|
|
|
|
|||||||
Total operating expenses
|
350,662 | 401,516 | 341,627 | |||||||||
|
|
|
|
|
|
|||||||
Loss from operations
|
(28,212 | ) | (45,769 | ) | (26,793 | ) | ||||||
Interest expense
|
(35,557 | ) | (47,875 | ) | (42,259 | ) | ||||||
Amortization of deferred financing costs and debt discount
|
(3,798 | ) | (3,836 | ) | (3,704 | ) | ||||||
Loss on divestitures, net
|
(9,634 | ) | — | — | ||||||||
Other income/(expense), net
|
1,333 | (294 | ) | (1,391 | ) | |||||||
|
|
|
|
|
|
|||||||
Loss before income taxes
|
(75,868 | ) | (97,774 | ) | (74,147 | ) | ||||||
Provision for/(benefit from) income taxes
|
7,865 | (6,013 | ) | (20,107 | ) | |||||||
|
|
|
|
|
|
|||||||
Net loss
|
$ | (83,733 | ) | $ | (91,761 | ) | $ | (54,040 | ) | |||
|
|
|
|
|
|
|||||||
Other comprehensive income/(loss):
|
||||||||||||
|
|
|
|
|
|
|||||||
Foreign currency translation gain/(loss)
|
1,165 | 1,376 | (307 | ) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive loss
|
$ | (82,568 | ) | $ | (90,385 | ) | $ | (54,347 | ) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted net loss per common share
|
$ | (91.30 | ) | $ | (100.81 | ) | $ | (60.04 | ) | |||
|
|
|
|
|
|
|||||||
Basic and Diluted weighted-average common shares outstanding
|
917,109 | 910,263 | 900,003 |
Common Stock
|
Amount
|
Accumulated
deficit |
Accumulated
other comprehensive income / (loss) |
Total
stockholders’ equity |
||||||||||||||||||||
Shares
|
Amount
|
Additional
paid-in
capital |
||||||||||||||||||||||
Balance as of January 1, 2018
|
900,000 | $ | 1 | $ | 1,853,065 | $ | (558,743 | ) | $ | (2,303 | ) | $ | 1,292,020 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cumulative effect from adoption of ASC 606
|
— | — | — | 22,588 | — | 22,588 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted balance as of January 1, 2018
|
900,000 | $ | 1 | $ | 1,853,065 | $ | (536,155 | ) | $ | (2,303 | ) | $ | 1,314,608 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 18,609 | — | — | 18,609 | ||||||||||||||||||
Net loss
|
— | — | — | (54,040 | ) | — | (54,040 | ) | ||||||||||||||||
Exercise of stock options
|
28 | — | 26 | — | 26 | |||||||||||||||||||
Foreign currency translation gain/(loss)
|
— | — | — | — | (307 | ) | (307 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2018
|
900,028 | $ | 1 | $ | 1,871,700 | $ | (590,195 | ) | $ | (2,610 | ) | $ | 1,278,896 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cumulative effect from adoption of ASC 842
|
4 | 4 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted balance as of January 1, 2019
|
900,028 | $ | 1 | $ | 1,871,700 | $ | (590,191 | ) | $ | (2,610 | ) | $ | 1,278,900 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 18,833 | — | — | 18,833 | ||||||||||||||||||
Net loss
|
— | — | — | (91,761 | ) | — | (91,761 | ) | ||||||||||||||||
Exercise of stock options
|
17,251 | — | 28,539 | — | — | 28,539 | ||||||||||||||||||
Repurchase of stock options
|
(194 | ) | — | (253 | ) | — | — | (253 | ) | |||||||||||||||
Other activity
|
— | — | (10 | ) | 157 | — | 147 | |||||||||||||||||
Foreign currency translation gain/(loss)
|
— | — | — | — | 1,376 | 1,376 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2019
|
917,085 | $ | 1 | $ | 1,918,809 | $ | (681,795 | ) | $ | (1,234 | ) | $ | 1,235,781 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 17,695 | — | — | 17,695 | ||||||||||||||||||
Net loss
|
— | — | — | (83,733 | ) | — | (83,733 | ) | ||||||||||||||||
Exercise of stock options
|
1,103 | — | 72 | — | — | 72 | ||||||||||||||||||
Repurchase of stock options
|
(823 | ) | — | (129 | ) | — | — | (129 | ) | |||||||||||||||
Foreign currency translation gain/(loss)
|
— | — | — | — | 1,165 | 1,165 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of December 31, 2020
|
917,365 | $ | 1 | $ | 1,936,447 | $ | (765,528 | ) | $ | (69 | ) | $ | 1,170,851 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Operating activities:
|
||||||||||||
Net loss
|
$ | (83,733 | ) | $ | (91,761 | ) | (54,040 | ) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
127,723 | 120,912 | 108,574 | |||||||||
Amortization of the
right-of-use
|
10,380 | 8,207 | — | |||||||||
Allowance for expected credit losses
|
3,280 | 1,407 | 490 | |||||||||
Amortization of deferred financing costs and debt discount
|
3,798 | 3,836 | 3,704 | |||||||||
Amortization of capitalized commission
|
29,119 | 25,641 | 22,644 | |||||||||
Unrealized foreign currency transaction gain
|
67 | 39 | 522 | |||||||||
Loss on divestitures, net
|
9,634 | — | — | |||||||||
Stock-based compensation
|
17,695 | 18,833 | 17,911 | |||||||||
Change in deferred taxes
|
2,016 | (12,299 | ) | (26,134 | ) | |||||||
Change in operating assets and liabilities, net of acquired assets and liabilities:
|
||||||||||||
Accounts receivable
|
786 | (23,412 | ) | (33,122 | ) | |||||||
Prepaid expenses and other assets
|
3,563 | (2,002 | ) | 3,389 | ||||||||
Capitalized commissions, net
|
(30,604 | ) | (31,278 | ) | (26,470 | ) | ||||||
Accounts payable, accrued expenses and other liabilities
|
(36,433 | ) | (2,452 | ) | (3,646 | ) | ||||||
Operating lease liabilities
|
(11,601 | ) | (10,002 | ) | — | |||||||
Deferred revenue
|
(16,591 | ) | 42,360 | 35,951 | ||||||||
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
29,099 | 48,029 | 49,773 | |||||||||
Investing activities:
|
||||||||||||
Purchase of property and equipment
|
(2,081 | ) | (19,851 | ) | (12,084 | ) | ||||||
Capitalized software development costs
|
(40,572 | ) | (45,042 | ) | (36,616 | ) | ||||||
Purchase of short-term investments
|
(26,919 | ) | (27,759 | ) | (28,375 | ) | ||||||
Maturities of short-term investments
|
27,901 | 35,627 | 20,995 | |||||||||
Acquisitions, net of cash acquired
|
(1,400 | ) | (16,729 | ) | (121,689 | ) | ||||||
Proceeds from divestiture
|
500 | — | — | |||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities
|
(42,571 | ) | (73,754 | ) | (177,769 | ) | ||||||
Financing activities:
|
||||||||||||
Short-term related party financing received
|
— | — | 40,000 | |||||||||
Short-term related party financing payment
|
— | — | (40,000 | ) | ||||||||
Issuance of long-term debt, net
|
— | — | 91,660 | |||||||||
Principal repayments on first lien term loan
|
(7,935 | ) | (7,935 | ) | (5,484 | ) | ||||||
Principal repayments of revolving credit facility
|
(26,600 | ) | — | — | ||||||||
Proceeds from revolving credit facility
|
40,000 | — | — | |||||||||
Repurchase of stock
|
(10 | ) | (253 | ) | — | |||||||
Proceeds from exercise of stock options
|
73 | 28,540 | 26 | |||||||||
|
|
|
|
|
|
|||||||
Net cash provided by financing activities
|
5,528 | 20,352 | 86,202 | |||||||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
693 | 255 | 1,029 | |||||||||
|
|
|
|
|
|
|||||||
Change in cash, cash equivalents, and restricted cash
|
(7,251 | ) | (5,118 | ) | (40,765 | ) | ||||||
Cash, cash equivalents, and restricted cash, beginning of year
|
72,721 | 77,839 | 118,604 | |||||||||
|
|
|
|
|
|
|||||||
Cash, cash equivalents, and restricted cash, end of year
|
$ | 65,470 | $ | 72,721 | 77,839 | |||||||
|
|
|
|
|
|
|||||||
Supplemental cash flow information:
|
||||||||||||
Interest paid
|
$ | 35,552 | $ | 47,856 | 41,905 | |||||||
Income taxes paid
|
$ | 6,193 | $ | 7,092 | 3,746 | |||||||
|
|
|
|
|
|
|||||||
Supplemental disclosure of
non-cash
investing and financing activities:
|
||||||||||||
Outstanding payments for purchase of property and equipment at year end
|
$ | 413 | $ | 622 | 1,829 | |||||||
Outstanding payments for capitalized software development costs at year end
|
$ | 356 | $ | 701 | 311 | |||||||
|
|
|
|
|
|
Year Ended
December 31, |
||||||||
2020
|
2019
|
|||||||
Cash and cash equivalents
|
$ | 65,265 | $ | 72,315 | ||||
Restricted cash
|
205 | 406 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash
|
$ | 65,470 | $ | 72,721 | ||||
|
|
|
|
Year Ended
December 31, |
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Allowance for expected credit losses, beginning of period
|
$ | 1,912 | $ | 3,379 | $ | 3,326 | ||||||
Credit loss expense
|
3,280 | 1,407 | 490 | |||||||||
Write-offs and adjustments
|
(1,905 | ) | (2,874 | ) | (437 | ) | ||||||
|
|
|
|
|
|
|||||||
Allowance for expected credit losses, end of period
|
$ | 3,287 | $ | 1,912 | $ | 3,379 | ||||||
|
|
|
|
|
|
Year Ended
December 31, |
||||||||
2020
|
2019
|
|||||||
North America
|
$ | 16,976 | $ | 29,093 | ||||
Non-North
America
|
4,739 | 6,615 | ||||||
|
|
|
|
|||||
Total
|
$ | 21,715 | $ | 35,708 | ||||
|
|
|
|
As of January 1, 2018
|
||||||||||||
Prior to
adoption of the new standard |
Adjustments
for the new revenue standard |
As adjusted
|
||||||||||
Assets
|
||||||||||||
Accounts receivable, net
|
$ | 87,531 | $ | 92 | $ | 87,623 | ||||||
Capitalized commission, net
|
— | 15,693 | 15,693 | |||||||||
Capitalized commission, net,
non-current
|
— | 14,210 | 14,210 | |||||||||
Other assets,
non-current,
net
|
2,672 | (103 | ) | 2,569 | ||||||||
Liabilities and Stockholders’ Equity
|
||||||||||||
Deferred revenue, current portion
|
130,586 | (1,304 | ) | 129,282 | ||||||||
Deferred tax liability,
non-current
|
39,433 | 8,608 | 48,041 | |||||||||
Accumulated deficit
|
(558,743 | ) | 22,588 | (536,155 | ) |
Year ended December 31, 2018
|
||||||||||||
Prior to
adoption of the new standard |
Adjustments
for the new revenue standard |
As
adjusted |
||||||||||
Revenue
|
$ | 479,009 | $ | 1,006 | $ | 480,015 | ||||||
Cost of revenue
|
165,270 | (89 | ) | 165,181 | ||||||||
|
|
|
|
|
|
|||||||
Gross profit
|
313,739 | 1,095 | 314,834 | |||||||||
Operating expenses:
|
||||||||||||
Sales and marketing
|
131,127 | (4,596 | ) | 126,531 | ||||||||
General and administrative
|
76,160 | (5 | ) | 76,155 | ||||||||
|
|
|
|
|
|
|||||||
Research and development
|
78,455 | (8 | ) | 78,447 | ||||||||
Provision for income taxes
|
28,038 | (7,931 | ) | 20,107 | ||||||||
|
|
|
|
|
|
|||||||
Net loss
|
(67,675 | ) | 13,635 | (54,040 | ) | |||||||
|
|
|
|
|
|
As of December 31, 2018
|
||||||||||||
Prior to
adoption of the new standard |
Adjustments
for the new revenue standard |
As
adjusted |
||||||||||
Assets
|
||||||||||||
Accounts receivable, net
|
$ | 121,901 | $ | 118 | $ | 122,019 | ||||||
Capitalized commission, net
|
— | 17,948 | 17,948 | |||||||||
Capitalized commission, net,
non-current
|
— | 16,343 | 16,343 | |||||||||
Other assets,
non-current,
net
|
1,548 | (131 | ) | 1,417 | ||||||||
Liabilities and Stockholders’ Equity
|
||||||||||||
Deferred revenue, current portion
|
182,372 | (2,276 | ) | 180,096 | ||||||||
Deferred tax liability,
non-current
|
26,000 | 614 | 26,614 | |||||||||
Accumulated deficit
|
(626,418 | ) | 36,223 | (590,195 | ) | |||||||
Other comprehensive income
|
(2,327 | ) | (283 | ) | (2,610 | ) |
Year Ended
December 31, |
||||||||||||
2020
|
2019
|
2018
|
||||||||||
North America
|
$ | 437,191 | $ | 501,332 | $ | 423,202 | ||||||
Non-North
America
|
61,509 | 66,272 | 56,813 | |||||||||
|
|
|
|
|
|
|||||||
Revenue
|
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
|
|
|
|
|
|
Year Ended
December 31, |
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Event Cloud
|
$ | 316,080 | $ | 379,216 | $ | 325,219 | ||||||
Hospitality Cloud
|
182,620 | 188,388 | 154,796 | |||||||||
|
|
|
|
|
|
|||||||
Revenue
|
$ | 498,700 | $ | 567,604 | $ | 480,015 | ||||||
|
|
|
|
|
|
Customer relationships
|
$ | 1,501 | ||
Non-current
assets
|
5 | |||
Current liabilities
|
(106 | ) | ||
|
|
|||
Total purchase consideration
|
$ | 1,400 | ||
|
|
Fair value
acquired |
Useful life
(years) |
|||||||
Customer relationships
|
$ | 1,501 | 7 | |||||
|
|
|||||||
Total intangible assets
|
$ | 1,501 | ||||||
|
|
Other current assets
|
$ | 104 | ||
Non-current
assets
|
10 | |||
Current liabilities
|
(191 | ) | ||
Non-current
liabilities
|
(2 | ) | ||
Trademarks
|
1,005 | |||
Customer relationships
|
1,520 | |||
Developed technology
|
3,477 | |||
Goodwill
|
1,077 | |||
|
|
|||
Total purchase consideration
|
$ | 7,000 | ||
|
|
Fair value
acquired |
Useful life
(years) |
|||||||
Trademarks
|
$ | 1,005 | 7 | |||||
Customer relationships
|
1,520 | 10 | ||||||
Developed technology
|
3,477 | 5 | ||||||
|
|
|||||||
Total intangible assets
|
$ | 6,002 | ||||||
|
|
Cash and cash equivalents
|
$ | 1,768 | ||
Other current assets
|
453 | |||
Non-current
assets
|
620 | |||
Current liabilities
|
(4,219 | ) | ||
Non-current
liabilities
|
(433 | ) | ||
Trademarks
|
130 | |||
Customer relationships
|
9,212 | |||
Developed technology
|
1,285 | |||
Goodwill
|
3,683 | |||
|
|
|||
Total purchase consideration
|
$ | 12,499 | ||
|
|
Fair value
acquired |
Useful life
(years) |
|||||||
Trademarks
|
$ | 130 | 2 | |||||
Customer relationships
|
9,212 | 7 | ||||||
Developed technology
|
1,285 | 2 | ||||||
|
|
|||||||
Total intangible assets
|
$ | 10,627 | ||||||
|
|
Cash and cash equivalents
|
$ | 545 | ||
Other current assets
|
2,240 | |||
Non-current
assets
|
165 | |||
Current liabilities
|
(2,848 | ) | ||
Trademarks
|
106 | |||
Customer relationships
|
14,427 | |||
Developed technology
|
1,374 | |||
Goodwill
|
7,328 | |||
|
|
|||
Total purchase consideration
|
$ | 23,337 | ||
|
|
Fair value
acquired |
Useful life
(years) |
|||||||
Trademarks
|
$ | 106 | 1 | |||||
Customer relationships
|
14,427 | 8 | ||||||
Developed technology
|
1,374 | 3 | ||||||
|
|
|||||||
Total intangible assets
|
$ | 15,907 | ||||||
|
|
Cash and cash equivalents
|
$ | 2,291 | ||
Other current assets
|
1,597 | |||
Non-current
assets
|
1,551 | |||
Current liabilities
|
(3,098 | ) | ||
Acquired intangible assets
|
1,762 | |||
Goodwill
|
8,695 | |||
|
|
|||
Total purchase consideration
|
$ | 12,798 | ||
|
|
Fair value
acquired |
Useful life
(years) |
|||||||
Acquired intangible assets
|
$ | 1,762 | 3 | |||||
|
|
|||||||
Total intangible assets
|
$ | 1,762 | ||||||
|
|
Cash and cash equivalents
|
$ | 10,543 | ||
Other current assets
|
1,130 | |||
Non-current
assets
|
1,791 | |||
Current liabilities
|
(4,701 | ) |
Non-current
liabilities
|
(6,841 | ) | ||
Trademarks
|
700 | |||
Customer relationships
|
17,400 | |||
Developed technology
|
4,200 | |||
Goodwill
|
78,466 | |||
|
|
|||
Total purchase consideration
|
$ | 102,688 | ||
|
|
Fair value
acquired |
Useful life
(years) |
|||||||
Trademarks
|
$ | 700 | 2 | |||||
Customer relationships
|
17,400 | 10 | ||||||
Developed technology
|
4,200 | 5 | ||||||
|
|
|||||||
Total intangible assets
|
$ | 22,300 | ||||||
|
|
Carrying value of net assets divested
|
$ | (10,182 | ) | |
Closing net working capital
|
(552 | ) | ||
Cash received for disposition at closing
|
500 | |||
Cash expected to be received post-closing
|
600 | |||
|
|
|||
Gain/(loss) on divestitures, net
|
$ | (9,634 | ) | |
|
|
2020
|
2019
|
|||||||
Computer equipment, purchased software and software developed for
internal-use
|
$ | 22,408 | $ | 22,888 | ||||
Leasehold improvements
|
26,675 | 25,872 | ||||||
Furniture and equipment
|
11,075 | 11,343 | ||||||
Rentable onsite solutions equipment
|
6,326 | 9,331 | ||||||
Other
|
66 | 251 | ||||||
|
|
|
|
|||||
Property and equipment, gross
|
66,550 | 69,685 | ||||||
Less accumulated depreciation
|
(44,835 | ) | (33,977 | ) | ||||
|
|
|
|
|||||
Property and equipment, net
|
$ | 21,715 | $ | 35,708 | ||||
|
|
|
|
2020
|
2019
|
|||||||
Capitalized software development costs, gross
|
$ | 339,082 | $ | 301,670 | ||||
Less accumulated amortization
|
(215,052 | ) | (158,095 | ) | ||||
|
|
|
|
|||||
Capitalized software development costs, net
|
$ | 124,030 | $ | 143,575 | ||||
|
|
|
|
Goodwill as of January 1, 2019
|
$ | 1,608,836 | ||
Foreign currency translation adjustments
|
300 | |||
Measurement period adjustments from 2018 acquisitions
|
261 | |||
Addition from 2019 acquisitions (Note 4)
|
4,760 | |||
|
|
|||
Goodwill as of December 31, 2019
|
$ | 1,614,157 | ||
Foreign currency translation adjustments
|
166 | |||
Disposition from divestiture
|
(8,695 | ) | ||
|
|
|||
Goodwill as of December 31, 2020
|
$ | 1,605,628 | ||
|
|
Intangible Assets, Gross
|
Accumulated Amortization
|
Intangible Assets, Net
|
||||||||||||||||||||||||||||||||||
January 1,
2020 |
Additions
and retirements |
December
31, 2020 |
January 1,
2020 |
Expense
and retirements, net |
December
31, 2020 |
January 1,
2020 |
December
31, 2020 |
Weighted
average remaining life as of December 31, 2020 |
||||||||||||||||||||||||||||
Customer relationships
|
$ | 436,182 | $ | 1,817 | $ | 437,999 | $ | (170,643 | ) | $ | (44,280 | ) | $ | (214,923 | ) | $ | 265,539 | $ | 223,076 | 5.6 years | ||||||||||||||||
Trademarks
|
97,185 | (684 | ) | 96,501 | (37,704 | ) | (9,519 | ) | (47,223 | ) | 59,481 | 49,278 | 5.2 years | |||||||||||||||||||||||
Non-compete
agreements
|
588 | — | 588 | (588 | ) | — | (588 | ) | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets subject to amortization
|
$ | 533,955 | $ | 1,133 | $ | 535,088 | $ | (208,935 | ) | $ | (53,799 | ) | $ | (262,734 | ) | $ | 325,020 | $ | 272,354 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Indefinite-lived assets
|
62 | — | 62 | — | — | — | 62 | 62 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets, net
|
$ | 534,017 | $ | 1,133 | $ | 535,150 | $ | (208,935 | ) | $ | (53,799 | ) | $ | (262,734 | ) | $ | 325,082 | $ | 272,416 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets, Gross
|
Accumulated Amortization
|
Intangible Assets, Net
|
||||||||||||||||||||||||||||||||||
January 1,
2020 |
Additions
and retirements |
December
31, 2020 |
January 1,
2020 |
Expense
and retirements, net |
December
31, 2020 |
January 1,
2020 |
December
31, 2020 |
Weighted
average remaining life as of December 31, 2020 |
||||||||||||||||||||||||||||
Customer relationships
|
$ | 424,860 | $ | 11,322 | $ | 436,182 | $ | (125,699 | ) | $ | (44,944 | ) | $ | (170,643 | ) | $ | 299,161 | $ | 265,539 | 6.5 years | ||||||||||||||||
Trademarks
|
96,046 | 1,139 | 97,185 | (26,735 | ) | (10,969 | ) | (37,704 | ) | 69,311 | 59,481 | 6.2 years | ||||||||||||||||||||||||
Non-compete
agreements
|
588 | — | 588 | (588 | ) | — | (588 | ) | — | — | — | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets subject to amortization
|
$ | 521,494 | $ | 12,461 | $ | 533,955 | $ | (153,022 | ) | $ | (55,913 | ) | $ | (208,935 | ) | $ | 368,472 | $ | 325,020 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Indefinite-lived assets
|
62 | — | 62 | — | — | — | 62 | 62 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets, net
|
$ | 521,556 | $ | 12,461 | $ | 534,017 | $ | (153,022 | ) | $ | (55,913 | ) | $ | (208,935 | ) | $ | 368,534 | $ | 325,082 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
$ | 51,338 | ||
2022
|
48,399 | |||
2023
|
46,610 | |||
2024
|
45,132 | |||
2025
|
39,282 | |||
Thereafter
|
41,593 | |||
|
|
|||
Total amortization expense related to acquired intangible assets
|
$ | 272,354 | ||
|
|
2020
|
2019
|
|||||||
Accrued compensation
|
$ | 50,312 | $ | 47,017 | ||||
Sales and other tax liabilities
|
9,550 | 8,607 | ||||||
Other
|
22,077 | 17,152 | ||||||
|
|
|
|
|||||
Accrued expenses and other current liabilities
|
$ | 81,939 | $ | 72,776 | ||||
|
|
|
|
Year ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
U.S.
|
$ | (101,146 | ) | $ | (119,221 | ) | (102,298 | ) | ||||
Foreign
|
25,278 | 21,447 | 28,151 | |||||||||
|
|
|
|
|
|
|||||||
Loss before income taxes
|
$ | (75,868 | ) | $ | (97,774 | ) | (74,147 | ) | ||||
|
|
|
|
|
|
Year ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Current:
|
||||||||||||
Federal
|
$ | (6 | ) | $ | (67 | ) | 361 | |||||
State
|
850 | 711 | 448 | |||||||||
Foreign
|
5,086 | 5,792 | 5,426 | |||||||||
|
|
|
|
|
|
|||||||
Current tax expense/(benefit)
|
$ | 5,930 | $ | 6,436 | 6,235 | |||||||
Deferred:
|
||||||||||||
Federal
|
237 | (2,128 | ) | (7,557 | ) | |||||||
State
|
1,513 | (9,604 | ) | (19,802 | ) | |||||||
Foreign
|
185 | (717 | ) | 1,017 | ||||||||
|
|
|
|
|
|
|||||||
Deferred tax expense/(benefit)
|
1,935 | (12,449 | ) | (26,342 | ) | |||||||
|
|
|
|
|
|
|||||||
Provision for/(benefit from) income taxes
|
$ | 7,865 | $ | (6,013 | ) | (20,107 | ) | |||||
|
|
|
|
|
|
Year ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
U.S. federal statutory rate
|
21.0 | % | 21.0 | % | 21.0 | % | ||||||
Increase (reduction) resulting from:
|
||||||||||||
U.S. state income taxes, net of federal benefits
|
(3.0 | ) | 9.2 | 26.2 | ||||||||
Non-deductible/non-taxable
|
(0.3 | ) | (1.5 | ) | (1.0 | ) | ||||||
Uncertain tax positions
|
(0.1 | ) | — | (0.7 | ) | |||||||
Tax on unremitted earnings
|
0.1 | (1.1 | ) | (3.4 | ) | |||||||
Foreign tax rate differential
|
(0.7 | ) | (0.5 | ) | (0.6 | ) | ||||||
Change in valuation allowance
|
(18.3 | ) | (16.1 | ) | (8.2 | ) | ||||||
Foreign tax expense
|
0.6 | 0.3 | 0.4 | |||||||||
Global intangible
low-taxed
income (GILTI)
|
(6.5 | ) | (4.5 | ) | (6.1 | ) | ||||||
Divestiture of Kapow
|
(4.2 | ) | — | — | ||||||||
Other
|
1.0 | (0.6 | ) | (0.5 | ) | |||||||
|
|
|
|
|
|
|||||||
Effective tax rate
|
(10.4 | )% | 6.2 | % | 27.1 | % | ||||||
|
|
|
|
|
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Deferred tax assets:
|
||||||||
Allowance for doubtful accounts
|
$ | 805 | $ | 430 | ||||
Accrued expenses and other
|
995 | 2,991 | ||||||
Right of use asset
|
14,391 | 15,885 | ||||||
Stock-based compensation
|
14,489 | 12,098 | ||||||
Foreign tax and other credit carryforward
|
9,120 | 9,341 | ||||||
Net operating loss carryforwards
|
123,716 | 134,941 | ||||||
Capitalized software
|
18,765 | 13,146 | ||||||
Deferred revenue
|
3,256 | 4,537 | ||||||
|
|
|
|
|||||
Deferred tax assets
|
$ | 185,537 | $ | 193,369 | ||||
Less: valuation allowance
|
(81,461 | ) | (72,783 | ) | ||||
|
|
|
|
|||||
Net deferred tax assets
|
104,076 | 120,586 | ||||||
|
|
|
|
|||||
Deferred tax liabilities:
|
||||||||
Accrued expenses
|
(6,730 | ) | — | |||||
Right of use liability
|
(9,535 | ) | (11,077 | ) | ||||
Fixed assets
|
(784 | ) | (3,579 | ) | ||||
Deferred revenue
|
— | (64 | ) | |||||
Intangible assets
|
(101,941 | ) | (118,765 | ) | ||||
|
|
|
|
|||||
Total deferred tax liabilities
|
(118,990 | ) | (133,485 | ) | ||||
|
|
|
|
|||||
Net deferred tax assets (liabilities)
|
$ | (14,914 | ) | $ | (12,899 | ) | ||
|
|
|
|
December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Valuation allowance, beginning of year
|
$ | 72,783 | $ | 44,752 | $ | 33,683 | ||||||
Increase
|
8,678 | 28,031 | 11,069 | |||||||||
|
|
|
|
|
|
|||||||
Valuation allowance, end of year
|
$ | 81,461 | $ | 72,783 | $ | 44,752 | ||||||
|
|
|
|
|
|
December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Unrecognized tax benefits, beginning of year
|
$ | 853 | $ | 833 | $ | 740 | ||||||
Reductions for tax positions for prior years
|
56 | 100 | 116 | |||||||||
Lapse of statute of limitations
|
(44 | ) | (80 | ) | (23 | ) | ||||||
|
|
|
|
|
|
|||||||
Unrecognized tax benefits, end of year
|
$ | 865 | $ | 853 | $ | 833 | ||||||
|
|
|
|
|
|
Grant date value:
|
$ | 1,664 | ||
Total awards granted:
|
3,125 |
Year Ended
December 31, |
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Dividend yield
|
— | — | — | |||||||||
Volatility
|
44.65 | % | 37.60 | % | 39.75 | % | ||||||
Expected term (years)
|
5.89 | 5.89 | 6.12 | |||||||||
Risk-free interest rate
|
0.65 | % | 1.80 | % | 2.95 | % |
Stock options
|
Number of
shares subject to option |
Weighted
average exercise price per share |
Weighted
average remaining contractual term (years) |
Aggregate
intrinsic value (in thousands) |
Unrecognized
compensation expense (in thousands) |
|||||||||||||||
Balance at January 1, 2019
|
99,024 | $ | 1,675 | 7.99 | $ | 53,272 | $ | 37,680 | ||||||||||||
Granted
|
2,379 | 2,424 | ||||||||||||||||||
Exercised
|
(17,251 | ) | 1,667 | |||||||||||||||||
Forfeited
|
(609 | ) | 1,974 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2019
|
83,543 | $ | 1,697 | 7.08 | $ | 76,153 | $ | 20,500 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Granted
|
648 | 2,354 | ||||||||||||||||||
Exercised
|
(1,103 | ) | 1,705 | |||||||||||||||||
Forfeited
|
(874 | ) | 2,100 | |||||||||||||||||
Expired
|
(619 | ) | 1,715 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020
|
81,595 | $ | 1,698 | 6.08 | $ | 49,446 | $ | 2,708 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vested and exercisable as of December 31, 2019
|
54,407 | $ | 1,665 | 7.42 | $ | 51,319 | $ | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vested and exercisable as of December 31, 2020
|
77,819 | $ | 1,671 | 6.43 | $ | 49,262 | $ | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Cost of revenue
|
$ | 430 | $ | 519 | $ | 457 | ||||||
Sales and marketing
|
5,199 | 5,382 | 5,289 | |||||||||
Research and development
|
4,140 | 4,325 | 4,316 | |||||||||
General and administrative (1)
|
7,926 | 8,607 | 7,849 | |||||||||
|
|
|
|
|
|
|||||||
Total stock-based compensation expense
|
$ | 17,695 | $ | 18,833 | $ | 17,911 | ||||||
|
|
|
|
|
|
(1) 2018 expense includes a benefit of $698 in relation to the cancellation of 2017 Other Equity Awards.
|
• |
contemporaneous independent valuations performed at periodic intervals by an unrelated third-party valuation specialist;
|
• |
the nature of the business and its history since inception;
|
• |
the economic outlook in general and the condition and outlook of the specific industry;
|
• |
the book value of the stock and the financial condition of the business;
|
• |
the operating and financial performance and forecast;
|
• |
whether or not the Company has goodwill or other intangible values;
|
• |
marketability of the common stock;
|
• |
the hiring of key personnel;
|
• |
any corporate or asset acquisitions, or divestitures;
|
• |
present value of estimated future cash flows;
|
• |
the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of the company, given prevailing market condition and the nature and history of the business;
|
• |
illiquidity of stock-based awards involving securities in a private company;
|
• |
the market performance of comparable publicly traded technology companies; and
|
• |
the U.S. and global capital market conditions.
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
First Lien Principal amount
|
$ | 771,648 | $ | 779,582 | ||||
Revolving Credit Facility Principal Amount
|
13,400 | — | ||||||
Less: original issue discount
|
(1,702 | ) | (2,147 | ) | ||||
Less: unamortized deferred financing costs
|
(11,473 | ) | (14,478 | ) | ||||
|
|
|
|
|||||
Total principal amount and related unamortized debt issuance costs, net
|
$ | 771,873 | $ | 762,957 | ||||
|
|
|
|
2021
|
$ | 7,935 | ||
2022
|
7,935 | |||
2023
|
7,935 | |||
2024
|
747,843 | |||
|
|
|||
Total minimum principal payments on debt
|
$ | 771,648 | ||
|
|
December 31,
2020 |
December 31,
2019 |
|||||||
Assets:
|
||||||||
Operating lease
right-of-use
|
$ | 38,922 | $ | 47,164 | ||||
|
|
|
|
|||||
Liabilities:
|
||||||||
Current
|
||||||||
Operating lease liabilities
|
15,910 | 15,511 | ||||||
Long-term
|
||||||||
Operating lease liabilities
|
40,317 | 49,015 | ||||||
|
|
|
|
|||||
$ | 56,227 | $ | 64,527 | |||||
|
|
|
|
Year Ended
December 31, 2020 |
Year Ended
December 31, 2019 |
|||||||
Operating leases
|
||||||||
Operating lease cost
|
$ | 15,967 | $ | 12,348 | ||||
Variable lease cost
|
2,781 | 2,433 | ||||||
Short-term lease rent expense
|
567 | 1,229 | ||||||
Less: Sublease income
|
(1,054 | ) | (1,008 | ) | ||||
|
|
|
|
|||||
Net rent expense
|
$ | 18,261 | $ | 15,002 | ||||
|
|
|
|
December 31,
2020 |
December 31,
2019 |
|||||||
Weighted-average remaining lease term – operating leases (in years)
|
4.36 | 5.18 | ||||||
Weighted-average discount rate – operating leases
|
6.0 | % | 6.0 | % |
Year Ended
December 31, 2020 |
Year Ended
December 31, 2019 |
|||||||
Operating cash flows - operating leases
|
$ | 16,480 | $ | 14,136 | ||||
Right-of-use
|
$ | 2,500 | $ | 55,168 |
2021
|
$ | 15,784 | ||
2022
|
14,900 | |||
2023
|
13,375 | |||
2024
|
10,727 | |||
2025
|
6,711 | |||
Thereafter
|
2,503 | |||
|
|
|||
Total
|
64,000 | |||
Less: present value discount
|
(7,773 | ) | ||
|
|
|||
Operating lease liabilities
|
$ | 56,227 | ||
|
|
• |
Paymentech – For a period of no more than twelve months, the Company is entitled to use the services within the Paymentech contract, which enables the processing of credit card fees. This arrangement was terminated as of December 31, 2019.
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Total current assets
|
— | — | ||||||
Investment in subsidiaries
|
1,170,949 | 1,235,879 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 1,170,949 | $ | 1,235,879 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$ | — | $ | — | ||||
|
|
|
|
|||||
Total current liabilities
|
— | — | ||||||
Due to subsidiaries
|
98 | 98 | ||||||
|
|
|
|
|||||
Total liabilities
|
98 | 98 | ||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity:
|
||||||||
Common stock, $0.001 par value, 1,100,000 shares authorized at December 31, 2020 and 2019; 917,365 and 917,085 shares issued and outstanding as of December 31, 2020 and 2019, respectively
|
1 | 1 | ||||||
Additional
paid-in
capital
|
1,936,447 | 1,918,809 | ||||||
Accumulated other comprehensive income/(loss)
|
(69 | ) | (1,234 | ) | ||||
Accumulated deficit
|
(765,528 | ) | (681,795 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity
|
1,170,851 | 1,235,781 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity
|
$ | 1,170,949 | $ | 1,235,879 | ||||
|
|
|
|
Year ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
Revenue
|
$ | — | $ | — | $ | — | ||||||
Cost of revenue
|
— | — | — | |||||||||
Operating expenses
|
— | — | — | |||||||||
Other income/(expense), net
|
— | — | — | |||||||||
Loss before income taxes
|
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
Provision for/(benefit from) income taxes
|
— | — | — | |||||||||
Equity in net loss of subsidiaries
|
(83,733 | ) | (91,761 | ) | (54,040 | ) | ||||||
|
|
|
|
|
|
|||||||
Net loss
|
$ | (83,733 | ) | $ | (91,761 | ) | $ | (54,040 | ) | |||
Other comprehensive income/(loss):
|
||||||||||||
Foreign currency translation gain/(loss)
|
1,165 | 1,376 | (307 | ) | ||||||||
|
|
|
|
|
|
|||||||
Comprehensive loss
|
$ | (82,568 | ) | $ | (90,385 | ) | $ | (54,347 | ) | |||
|
|
|
|
|
|
Assets
|
September 30,
2021 |
December 31,
2020 |
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 115,406 | $ | 65,265 | ||||
Restricted cash
|
103 | 205 | ||||||
Short-term investments
|
2,696 | — | ||||||
Accounts receivable, net of allowance of $3.0 million and $3.3 million, respectively
|
82,651 | 141,113 | ||||||
Capitalized commission, net
|
22,142 | 22,000 | ||||||
Prepaid expenses and other current assets
|
15,934 | 12,415 | ||||||
|
|
|
|
|||||
Total current assets
|
238,932 | 240,998 | ||||||
Property and equipment, net
|
16,024 | 21,715 | ||||||
Capitalized software development costs, net
|
113,519 | 124,030 | ||||||
Intangible assets, net
|
234,160 | 272,416 | ||||||
Goodwill
|
1,617,936 | 1,605,628 | ||||||
Operating
lease-right-of-use
|
29,031 | 38,922 | ||||||
Capitalized commission, net,
non-current
|
19,275 | 20,427 | ||||||
Deferred tax assets,
non-current
|
1,999 | 2,036 | ||||||
Other assets,
non-current,
net
|
3,997 | 5,479 | ||||||
|
|
|
|
|||||
Total assets
|
$ | 2,274,873 | $ | 2,331,651 | ||||
|
|
|
|
|||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$ | 4,546 | $ | 17,920 | ||||
Accounts payable
|
2,316 | 4,078 | ||||||
Accrued expenses and other current liabilities
|
69,865 | 81,939 | ||||||
Fees payable to customers
|
30,750 | 16,872 | ||||||
Operating lease liabilities, current
|
11,459 | 15,910 | ||||||
Deferred revenue
|
226,307 | 207,622 | ||||||
|
|
|
|
|||||
Total current liabilities
|
345,243 | 344,341 | ||||||
Deferred tax liabilities,
non-current
|
18,226 | 16,950 | ||||||
Long-term debt, net
|
750,540 | 753,953 | ||||||
Operating lease liabilities,
non-current
|
32,036 | 40,317 | ||||||
Other liabilities,
non-current
|
7,651 | 5,239 | ||||||
|
|
|
|
|||||
Total liabilities
|
1,153,696 | 1,160,800 | ||||||
Commitments and contingencies (Note 13)
|
||||||||
Stockholders’ equity:
|
||||||||
Common stock, $0.001 par value, 1,100,000 shares authorized at September 30, 2021 and December 31, 2020; 917,761 and 917,365 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
|
1 | 1 | ||||||
Additional
paid-in
capital
|
1,953,654 | 1,936,447 | ||||||
Accumulated other comprehensive loss
|
(2,415 | ) | (69 | ) | ||||
Accumulated deficit
|
(830,063 | ) | (765,528 | ) | ||||
|
|
|
|
|||||
Total stockholders’ equity
|
1,121,177 | 1,170,851 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders’ equity
|
$ | 2,274,873 | $ | 2,331,651 | ||||
|
|
|
|
Three Months
Ended September 30, |
Nine Months
Ended September 30, |
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Revenue
|
$ | 134,058 | $ | 118,507 | $ | 374,159 | $ | 383,216 | ||||||||
Cost of revenue
|
50,635 | 39,888 | 140,479 | 134,334 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross profit
|
83,423 | 78,619 | 233,680 | 248,882 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Sales and marketing
|
37,161 | 29,004 | 99,069 | 99,543 | ||||||||||||
Research and development
|
25,685 | 20,970 | 72,016 | 68,992 | ||||||||||||
General and administrative
|
25,358 | 20,243 | 63,711 | 63,881 | ||||||||||||
Intangible asset amortization, exclusive of amounts included in cost of revenue
|
12,757 | 13,491 | 38,721 | 40,416 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses
|
100,961 | 83,708 | 273,517 | 272,832 | ||||||||||||
Loss from operations
|
(17,538 | ) | (5,089 | ) | (39,837 | ) | (23,950 | ) | ||||||||
Interest expense
|
(7,546 | ) | (8,151 | ) | (22,717 | ) | (27,695 | ) | ||||||||
Amortization of deferred financing costs and debt discount
|
(938 | ) | (948 | ) | (2,823 | ) | (2,852 | ) | ||||||||
Loss on divestitures, net
|
— | — | — | (9,634 | ) | |||||||||||
Other income, net
|
1,864 | 461 | 6,135 | 1,919 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before income taxes
|
(24,158 | ) | (13,727 | ) | (59,242 | ) | (62,212 | ) | ||||||||
Provision for income taxes
|
1,968 | 648 | 5,294 | 4,870 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss
|
(26,126 | ) | (14,375 | ) | (64,536 | ) | (67,082 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive loss:
|
||||||||||||||||
Foreign currency translation (loss)/gain
|
(2,001 | ) | 2,207 | (2,347 | ) | (1,508 | ) | |||||||||
Comprehensive loss
|
$ | (28,127 | ) | $ | (12,168 | ) | $ | (66,883 | ) | $ | (68,590 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Basic and Diluted net loss per common share
|
$ | (28.47 | ) | $ | (15.67 | ) | $ | (70.33 | ) | $ | (73.15 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Basic and Diluted weighted-average common shares outstanding
|
917,761 | 917,085 | 917,641 | 917,082 |
Common Stock
|
Amount
|
Accumulated
deficit |
Accumulated
other comprehensive income / (loss) |
Total
stockholders’ equity |
||||||||||||||||||||
Shares
|
Amount
|
Additional
paid-in
capital |
||||||||||||||||||||||
Balance as of December 31, 2020
|
917,365 | $ | 1 | $ | 1,936,447 | $ | (765,528 | ) | $ | (69 | ) | $ | 1,170,851 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 609 | — | — | 609 | ||||||||||||||||||
Net loss
|
— | — | — | (16,562 | ) | — | (16,562 | ) | ||||||||||||||||
Exercise of stock options
|
268 | — | 318 | — | — | 318 | ||||||||||||||||||
Repurchase of stock options
|
(53 | ) | — | (122 | ) | — | — | (122 | ) | |||||||||||||||
Foreign currency translation loss
|
— | — | — | — | (621 | ) | (621 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of March 31, 2021
|
917,580 | $ | 1 | $ | 1,937,252 | $ | (782,090 | ) | $ | (690 | ) | $ | 1,154,473 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 7,815 | — | — | 7,815 | ||||||||||||||||||
Net loss
|
— | — | — | (21,847 | ) | — | (21,847 | ) | ||||||||||||||||
Exercise of stock options
|
181 | — | 200 | — | — | 200 | ||||||||||||||||||
Foreign currency translation gain
|
— | — | — | — | 276 | 276 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of June 30, 2021
|
917,761 | $ | 1 | $ | 1,945,267 | $ | (803,937 | ) | $ | (414 | ) | $ | 1,140,917 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 8,387 | — | — | 8,387 | ||||||||||||||||||
Net loss
|
— | — | — | (26,126 | ) | — | (26,126 | ) | ||||||||||||||||
Foreign currency translation loss
|
— | — | — | — | (2,001 | ) | (2,001 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of September 30, 2021
|
917,761 | $ | 1 | $ | 1,953,654 | $ | (830,063 | ) | $ | (2,415 | ) | $ | 1,121,177 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Common Stock
|
Amount
|
Accumulated
deficit |
Accumulated
other comprehensive income / (loss) |
Total
stockholders’ equity |
||||||||||||||||||||
Shares
|
Amount
|
Additional
paid-in
capital |
||||||||||||||||||||||
Balance as of December 31, 2019
|
917,085 | $ | 1 | $ | 1,918,809 | $ | (681,795 | ) | $ | (1,234 | ) | $ | 1,235,781 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 4,847 | — | — | 4,847 | ||||||||||||||||||
Net loss
|
— | — | — | (24,706 | ) | — | (24,706 | ) | ||||||||||||||||
Foreign currency translation loss
|
— | — | — | — | (5,314 | ) | (5,314 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of March 31, 2020
|
917.085 | $ | 1 | $ | 1,923,656 | $ | (706,501 | ) | $ | (6,548 | ) | $ | 1,210,608 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 4,831 | — | — | 4,831 | ||||||||||||||||||
Net loss
|
— | — | — | (28,001 | ) | — | (28,001 | ) | ||||||||||||||||
Exercise of stock options
|
28 | — | 61 | — | — | 61 | ||||||||||||||||||
Repurchase of stock options
|
(55 | ) | (71 | ) | — | — | (71 | ) | ||||||||||||||||
Foreign currency translation gain
|
— | — | — | — | 1,599 | 1,599 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of June 30, 2020
|
917,058 | $ | 1 | $ | 1,928,477 | $ | (734,502 | ) | $ | (4,949 | ) | $ | 1,189,027 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
— | — | 4,879 | — | — | 4,879 | ||||||||||||||||||
Net loss
|
— | — | — | (14,375 | ) | — | (14,375 | ) | ||||||||||||||||
Exercise of stock options
|
57 | — | — | — | — | — | ||||||||||||||||||
Foreign currency translation gain
|
— | — | — | — | 2,207 | 2,207 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of September 30, 2020
|
917,115 | $ | 1 | $ | 1,933,356 | $ | (748,877 | ) | $ | (2,742 | ) | $ | 1,181,738 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
||||||||
2021
|
2020
|
|||||||
Operating activities:
|
||||||||
Net loss
|
$ | (64,536 | ) | $ | (67,082 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
93,142 | 96,217 | ||||||
Amortization of the
right-of-use
|
6,817 | 8,063 | ||||||
Allowance for expected credit losses, net
|
5,549 | 663 | ||||||
Amortization of deferred financing costs and debt discount
|
2,823 | 2,852 | ||||||
Amortization of capitalized commission
|
21,568 | 22,117 | ||||||
Unrealized foreign currency transaction gain
|
19 | 87 | ||||||
Stock-based compensation
|
16,811 | 14,557 | ||||||
Loss on divestiture
|
— | 9,634 | ||||||
Change in deferred taxes
|
1,313 | 1,228 | ||||||
Change in operating assets and liabilities, net of business combinations:
|
||||||||
Accounts receivable
|
52,611 | 32,395 | ||||||
Prepaid expenses and other assets
|
(6,064 | ) | 481 | |||||
Capitalized commission, net
|
(26,706 | ) | (22,894 | ) | ||||
Accounts payable, accrued expenses and other liabilities
|
8,999 | (18,275 | ) | |||||
Operating lease liability
|
(9,666 | ) | (7,066 | ) | ||||
Deferred revenue
|
18,878 | (19,147 | ) | |||||
|
|
|
|
|||||
Net cash provided by operating activities
|
121,558 | 53,830 | ||||||
Investing activities:
|
||||||||
Purchase of property and equipment
|
(2,768 | ) | (1,298 | ) | ||||
Capitalized software development costs
|
(30,272 | ) | (32,425 | ) | ||||
Purchase of short-term investments
|
(31,435 | ) | (26,914 | ) | ||||
Maturities of short-term investments
|
28,739 | 26,268 | ||||||
Proceeds from divestiture
|
122 | 500 | ||||||
Acquisitions, net of cash acquired
|
(14,769 | ) | (1,400 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities
|
(50,383 | ) | (35,269 | ) | ||||
Financing activities:
|
||||||||
Principal repayments on first lien term loan
|
(5,951 | ) | (5,951 | ) | ||||
Principal repayments of revolving credit facility
|
(13,400 | ) | (26,100 | ) | ||||
Proceeds from revolving credit facility
|
— | 40,000 | ||||||
Proceeds from exercise of stock options
|
522 | 5 | ||||||
Repurchase of stock
|
(57 | ) | — | |||||
|
|
|
|
|||||
Net cash (used in) provided by financing activities
|
(18,886 | ) | 7,954 | |||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(2,250 | ) | (1,471 | ) | ||||
|
|
|
|
|||||
Change in cash, cash equivalents, and restricted cash
|
50,039 | 25,044 | ||||||
Cash, cash equivalents, and restricted cash, beginning of period
|
65,470 | 72,721 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash, end of period
|
115,509 | 97,765 | ||||||
|
|
|
|
|||||
Supplemental cash flow information:
|
||||||||
Interest paid
|
22,721 | 27,682 | ||||||
Income taxes paid
|
4,655 | 4,564 | ||||||
Supplemental disclosure of
non-cash
investing and financing activities:
|
||||||||
Outstanding payments for purchase of property and equipment at period end
|
331 | 462 | ||||||
Outstanding payments for capitalized software development costs at period end
|
513 | 322 |
September 30,
2021 |
December 31,
2020 |
|||||||
Cash and cash equivalents
|
$ | 115,406 | $ | 65,265 | ||||
Restricted cash
|
103 | 205 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, and restricted cash
|
$ | 115,509 | $ | 65,470 | ||||
|
|
|
|
September 30,
2021 |
December 31,
2020 |
|||||||
North America
|
$ | 12,094 | $ | 16,976 | ||||
Outside North America
|
3,930 | 4,739 | ||||||
|
|
|
|
|||||
Total
|
$ | 16,024 | $ | 21,715 | ||||
|
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
North America
|
$ | 115,407 | $ | 103,476 | $ | 323,154 | $ | 336,328 | ||||||||
Outside North America
|
18,651 | 15,031 | 51,005 | 46,888 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenue
|
$ | 134,058 | $ | 118,507 | $ | 374,159 | $ | 383,216 | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Event Cloud
|
$ | 92,484 | $ | 72,701 | $ | 259,207 | $ | 237,859 | ||||||||
Hospitality Cloud
|
41,574 | 45,806 | 114,952 | 145,357 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenue
|
$ | 134,058 | $ | 118,507 | $ | 374,159 | $ | 383,216 | ||||||||
|
|
|
|
|
|
|
|
September 30,
2021 |
December 31,
2020 |
|||||||
Allowance for expected credit losses, beginning of period
|
$ | 3,287 | $ | 1,912 | ||||
Credit loss expense
|
5,549 | 3,280 | ||||||
Write-offs and adjustments
|
(5,876 | ) | (1,905 | ) | ||||
|
|
|
|
|||||
Allowance for expected credit losses, end of period
|
$ | 2,960 | $ | 3,287 | ||||
|
|
|
|
Allocation of purchase price:
|
||||
Cash and cash equivalents
|
$ | 176 | ||
Other current assets
|
86 | |||
Non-current
assets
|
84 | |||
Current liabilities
|
(821 | ) | ||
Non-current
liabilities
|
(55 | ) | ||
Trademarks
|
401 | |||
Developed technology
|
4,933 | |||
Goodwill
|
12,268 | |||
|
|
|||
Total purchase consideration
|
$ | 17,072 | ||
|
|
Fair
value acquired |
Useful
life (years) |
|||||||
Trademarks
|
$ | 401 | 2 | |||||
Developed technology
|
4,933 | 3 | ||||||
|
|
|||||||
Total intangible assets
|
$ | 5,334 | ||||||
|
|
September 30,
2021 |
December 31,
2020 |
|||||||
Computer equipment, purchased software and software developed for
internal-use
|
$ | 24,282 | $ | 22,408 | ||||
Leasehold improvements
|
25,819 | 26,675 | ||||||
Furniture and equipment
|
10,696 | 11,075 | ||||||
Rentable onsite solutions equipment
|
6,325 | 6,326 | ||||||
Other
|
181 | 66 | ||||||
|
|
|
|
|||||
Property and equipment, gross
|
67,303 | 66,550 | ||||||
Less accumulated depreciation
|
(51,279 | ) | (44,835 | ) | ||||
|
|
|
|
|||||
Property and equipment, net
|
$ | 16,024 | $ | 21,715 | ||||
|
|
|
|
September 30,
2021 |
December 31,
2020 |
|||||||
Capitalized software development costs, gross
|
$ | 374,451 | $ | 339,082 | ||||
Less, accumulated depreciation
|
(260,932 | ) | (215,052 | ) | ||||
|
|
|
|
|||||
Capitalized software development costs, net
|
$ | 113,519 | $ | 124,030 | ||||
|
|
|
|
Goodwill as of January 1, 2021
|
$ | 1,605,628 | ||
Foreign currency translation adjustments
|
40 | |||
Addition from acquisition (Note 4)
|
12,268 | |||
|
|
|||
Goodwill as of September 30, 2021
|
$ | 1,617,936 | ||
|
|
Intangible Assets, Gross
|
Accumulated Amortization
|
Intangible Assets, Net
|
||||||||||||||||||||||||||||||||||
January 1,
2021 |
Additions
and retirements |
September 30,
2021 |
January 1,
2021 |
Expense
and retirements, net |
September 30,
2021 |
January 1,
2021 |
September 30,
2021 |
Weighted-
average remaining life as of September 30, 2021 |
||||||||||||||||||||||||||||
Customer relationships
|
$ | 437,999 | $ | 77 | $ | 438,076 | $ | (214,923 | ) | $ | (31,631 | ) | $ | (246,554 | ) | $ | 223,076 | $ | 191,522 | 5.4 | ||||||||||||||||
Trademarks
|
96,501 | 401 | 96,902 | (47,223 | ) | (7,103 | ) | (54,326 | ) | 49,278 | 42,576 | 5.1 | ||||||||||||||||||||||||
Non-compete
agreements
|
588 | — | 588 | (588 | ) | — | (588 | ) | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets subject to amortization
|
535,088 | 478 | 535,566 | (262,734 | ) | (38,734 | ) | (301,468 | ) | 272,354 | 234,098 | |||||||||||||||||||||||||
Indefinite-lived assets
|
62 | — | 62 | — | — | — | 62 | 62 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets, net
|
$ | 535,150 | $ | 478 | $ | 535,628 | $ | (262,734 | ) | $ | (38,734 | ) | $ | (301,468 | ) | $ | 272,416 | $ | 234,160 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible Assets, Gross
|
Accumulated Amortization
|
Intangible Assets, Net
|
||||||||||||||||||||||||||||||||||
January 1,
2020 |
Additions
and retirements |
September 30,
2020 |
January 1,
2020 |
Expense
and retirements, net |
September 30,
2020 |
January 1,
2020 |
September 30,
2020 |
Weighted-
average remaining life as of September 30, 2020 |
||||||||||||||||||||||||||||
Customer relationships
|
$ | 436,182 | $ | 1,817 | $ | 437,999 | $ | (170,643 | ) | $ | (44,280 | ) | $ | (214,923 | ) | $ | 265,539 | $ | 223,076 | 5.6 | ||||||||||||||||
Trademarks
|
97,185 | (684 | ) | 96,501 | (37,704 | ) | (9,519 | ) | (47,223 | ) | 59,481 | 49,278 | 5.2 | |||||||||||||||||||||||
Non-compete
agreements
|
588 | — | 588 | (588 | ) | — | (588 | ) | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets subject to amortization
|
533,955 | 1,133 | 535,088 | (208,935 | ) | (53,799 | ) | (262,734 | ) | 325,020 | 272,354 | |||||||||||||||||||||||||
Indefinite-lived assets
|
62 | — | 62 | — | — | — | 62 | 62 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Intangible assets, net
|
$ | 534,017 | $ | 1,133 | $ | 535,150 | $ | (208,935 | ) | $ | (53,799 | ) | $ | (262,734 | ) | $ | 325,082 | $ | 272,416 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 (remaining three months)
|
$ | 12,754 | ||
2022
|
48,605 | |||
2023
|
46,695 | |||
2024
|
45,130 | |||
2025
|
39,288 | |||
2026 and thereafter
|
41,626 | |||
|
|
|||
Total amortization expense related to acquired intangible assets
|
234,098 | |||
|
|
September 30,
2021 |
December 31,
2020 |
|||||||
Accrued compensation
|
$ | 42,027 | $ | 50,312 | ||||
Sales and other tax liabilities
|
5,474 | 9,550 | ||||||
Other
|
22,364 | 22,077 | ||||||
|
|
|
|
|||||
Accrued expenses and other current liabilities
|
$ | 69,865 | $ | 81,939 | ||||
|
|
|
|
Nine months
ended September 30, 2021 |
||||
Dividend yield
|
0.00 | % | ||
Volatility
|
44.98 | % | ||
Expected term (years)
|
5.82 | |||
Risk-free interest rate
|
1.30 | % |
Stock options
|
Number
of shares subject to option |
Weighted
average exercise price per share |
Weighted
average remaining contractual term (years) |
Aggregate
intrinsic value (in thousands) |
Unrecognized
compensation expense (in thousands) |
|||||||||||||||
Balance as of January 1, 2021
|
81,595 | $ | 1,698 | 6.08 | $ | 9,446 | $ | 2,708 | ||||||||||||
Granted
|
224 | 2,304 | ||||||||||||||||||
Exercised
|
(487 | ) | 1,712 | |||||||||||||||||
Forfeited
|
(92 | ) | 2,176 | |||||||||||||||||
Expired
|
(188 | ) | 1,710 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of March 31, 2021
|
81,052 | 1,699 | 6.22 | 49,034 | 2,240 | |||||||||||||||
Granted
|
33,714 | 2,304 | ||||||||||||||||||
Exercised
|
(341 | ) | 1,698 | |||||||||||||||||
Forfeited
|
(235 | ) | 2,327 | |||||||||||||||||
Expired
|
— | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of June 30, 2021
|
114,190 | 1,876 | 6.80 | 305,833 | $ | 57,633 | ||||||||||||||
Granted
|
— | — | ||||||||||||||||||
Exercised
|
— | — | ||||||||||||||||||
Forfeited
|
(211 | ) | 2,304 | |||||||||||||||||
Expired
|
(12 | ) | 2,452 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as of September 30, 2021
|
113,967 | $ | 1,875 | 6.54 | $ | 305,333 | $ | 48,852 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vested and exercisable as of January 1, 2021
|
77,819 | $ | 1,671 | 6.43 | $ | 49,262 | $ | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Vested and exercisable as of September 30, 2021
|
96,372 | $ | 1,681 | 5.72 | $ | 276,906 | $ | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Three Months
Ended September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Cost of revenue
|
$ | 456 | $ | 157 | $ | 950 | $ | 466 | ||||||||
Sales and marketing
|
2,578 | 1,397 | 5,371 | 4,162 | ||||||||||||
Research and development
|
2,183 | 1,125 | 4,321 | 3,377 | ||||||||||||
General and administrative
|
3,170 | 2,200 | 6,169 | 6,552 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stock-based compensation
|
$ | 8,387 | $ | 4,879 | $ | 16,811 | $ | 14,557 | ||||||||
|
|
|
|
|
|
|
|
September 30,
2021 |
December 31,
2020 |
|||||||
First Lien Principal amount
|
$ | 765,696 | $ | 771,648 | ||||
Revolving Credit Facility Principal amount
|
— | 13,400 | ||||||
Less: original issue discount
|
(1,370 | ) | (1,702 | ) | ||||
Less: unamortized deferred financing costs
|
(9,240 | ) | (11,473 | ) | ||||
|
|
|
|
|||||
Total principal amount and related unamortized debt issuance costs, net
|
$ | 755,086 | $ | 771,873 | ||||
|
|
|
|
2021 (remaining three months)
|
$ | 1,983 | ||
2022
|
7,935 | |||
2023
|
7,935 | |||
2024
|
747,843 | |||
|
|
|||
Total minimum principal payments on debt
|
$ | 765,696 | ||
|
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
Securities and Exchange Commission registration fee
|
$ | 371,925.99 | ||
Accounting fees and expenses
|
* | |||
Legal fees and expenses
|
* | |||
Financial printing and miscellaneous expenses
|
* | |||
|
|
|||
Total
|
$ | * | ||
|
|
* |
To be completed by Amendment
|
Item 14.
|
Indemnification of Directors and Officers.
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
(a) |
Exhibits
|
† |
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
|
†† |
Schedules and exhibits to this Exhibit omitted pursuant to Regulation
S-K
Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
|
+ |
Indicates a management contract or compensatory plan or arrangement.
|
§ |
Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K
and will be provided on a supplemental basis to the Securities and Exchange Commission upon request
|
* |
Previously filed.
|
Item 17.
|
Undertakings
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(a) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(b) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(c) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i) |
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
|
(ii) |
Any “free writing prospectus” relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
(iii) |
The portion of any other “free writing prospectus” relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
(5) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth or described in Item 14 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
|
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
CVENT HOLDING CORP.
|
||
By: |
/s/ William J. Newman
|
|
William J. Newman | ||
Chief Financial Officer |
Name
|
Position
|
Date
|
||
/s/ Rajeev K. Aggarwal
|
Chief Executive Officer and Director | December 27, 2021 | ||
Rajeev Aggarwal | (Principal Executive Officer) | |||
/s/ William J. Newman
|
Chief Financial Officer | December 27, 2021 | ||
William J. Newman | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/*
|
Director | December 27, 2021 | ||
Sanjeev Bansal | ||||
/s/ *
|
Director | December 27, 2021 | ||
David Breach | ||||
/s/ *
|
Director | December 27, 2021 | ||
Jim Frankola | ||||
/s/ *
|
Director | December 27, 2021 | ||
Betty Hung | ||||
/s/ *
|
Director | December 27, 2021 | ||
Marcela Martin | ||||
/s/ *
|
Director | December 27, 2021 | ||
Sam Payton | ||||
/s/ *
|
Chairman of the Board | December 27, 2021 | ||
Maneet Saroya | ||||
/s/ *
|
Director | December 27, 2021 | ||
Nicolas Stahl |
1 Year Cvent Chart |
1 Month Cvent Chart |
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