The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 14, 2022. As discussed in the section titled "Special Note Regarding Forward-Looking Statements," the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled "Risk Factors" included under Part II, Item 1A below.

Company Overview

We provide a cloud-based customer relationship management ("CRM") Platform. Our CRM Platform is comprised of Marketing Hub, Sales Hub, Service Hub, content management system ("CMS") Hub, and Operations Hub as well as other tools, integrations, and a native payment solution that enable companies to attract, engage, and delight customers throughout the customer experience.

At the core of our CRM Platform is our CRM that our customers use which creates a single view of all interactions a prospective or existing customer has with their marketing, sales and customer service teams. The CRM shares data across every application in the CRM Platform, automatically informing more personalized emails, website content, ads, and conversations, and enables more accurate timing cues for our customer's internal teams. Our CRM Platform was built to easily and seamlessly integrate third-party applications to further customize to an individual company's industry or needs. In addition, an end-to-end native payment solution, Payments, is built within our CRM Platform which enables customers to streamline their payment process. Our CRM Platform starts completely free and grows with our customers to meet their needs at different stages in their life-cycles. It supports multiple languages and currencies and offers an array of sophisticated features, including content partitioning at the enterprise level for companies operating in or serving multiple countries.

We focus on selling to mid-market business-to-business, or B2B, companies, which we define as companies that have between two and 2,000 employees. While our CRM Platform was built to grow with any company, we focus on selling to mid-market businesses because we believe we have significant competitive advantages attracting and serving this market segment. These mid-market businesses seek an integrated, easy-to-implement and easy-to-use solution to reach customers and compete with organizations that have larger marketing, sales, and customer service budgets. We efficiently reach these businesses at scale through our proven inbound methodology, our Solutions Partners, and our "freemium" model. A Solutions Partner is a service provider that helps businesses with strategy, execution, and implementation of go-to-market activities and technology solutions. Our freemium model attracts customers who begin using our CRM Platform through our free products and then upgrade to our paid products. As of March 31, 2022, we had 6,404 full-time employees and 143,689 Customers of varying sizes in more than 120 countries, representing almost every industry.

We derive most of our revenue from subscriptions to our cloud-based CRM Platform and related professional services, which consist of customer on-boarding, training and consulting services. Subscription revenue accounted for 97% of our total revenue for the three months ended March 31, 2022 and 96% of our total revenue for the three months ended March 31, 2021. We sell multiple product plans at different base prices on a subscription basis, each of which includes our CRM and integrated applications to meet the needs of the various customers we serve. Customers pay additional fees if the number of contacts stored and tracked in the customer's database exceeds specified thresholds. We also generate additional revenue based on the purchase of additional subscriptions and products, and the number of account users and subdomains. Most of our customers' subscriptions are one year or less in duration.

Subscriptions are billed in advance on various schedules. Because the mix of billing terms for orders can vary from period to period, the annualized value of the orders we enter into with our customers will not be completely reflected in deferred revenue at any single point in time. Accordingly, we do not believe that change in deferred revenue is an accurate indicator of future revenue.

Many of our customers purchase on-boarding, training, and consulting services, and utilize other tools and Payments, which are designed to help customers enhance their ability to attract, engage and delight their customers using our CRM Platform. Professional services and other revenue accounted for 3% of total revenue for three months ended March 31, 2022 and 4% of our total revenue for the three months ended March 31, 2021.

We have focused on rapidly growing our business and plan to continue to make investments to help us address some of the challenges facing us to support this growth, such as demand for our CRM Platform by existing and new customers, significant competition from other providers of marketing, sales, customer service, operations, and content management software and related applications and rapid technological change in our industry.



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We believe that the growth of our business is dependent on many factors, including our ability to expand our customer base, increase adoption of our CRM Platform within existing customers, develop new products and applications to extend the functionality of our CRM Platform and provide a high level of customer service. We expect to increase our investment in sales and marketing as we continue to expand our sales teams, increase our marketing activities and grow our international operations. We also expect to increase our investment in research and development as we continue to introduce new products and applications to extend the functionality of our CRM Platform. We also intend to invest in maintaining a high level of customer service and support which we consider critical for our continued success. We plan to continue investing in our data center infrastructure and services capabilities in order to support continued future customer growth. We also expect to continue to incur additional general and administrative expenses as a result of both our growth and the infrastructure required to be a public company. We expect to use our cash flow from operations and the proceeds from our convertible debt and prior stock offerings to fund these growth strategies and support our business and do not expect to be profitable in the near term.

COVID-19 Update

In March 2020, the World Health Organization, or WHO, declared the outbreak of a disease caused by a novel strain of the coronavirus ("COVID-19") to be a pandemic (the "pandemic"). This pandemic has had widespread, rapidly-evolving, and unpredictable impacts on global societies, economies, financial markets, and business practices. Federal and state governments have implemented various measures in an effort to contain the virus, which have caused, and are continuing to cause, business slowdowns or shutdowns in affected areas, both regionally and worldwide.

Our focus remains on promoting employee health and safety, serving our customers, complying with regulations, and ensuring business continuity. As we continue to monitor local regulations and restrictions across the globe, the administration of vaccines and the number of new cases, we have reopened all of our offices globally in accordance with local authority guidelines while ensuring that our return to work is thoughtful, prudent, and handled with an abundance of caution with the health of our employees being the top priority.

The pandemic has not had a material adverse financial impact on our business to date, the broader implications of the pandemic on our results of operations and overall financial performance will depend on future developments and conditions. See the section titled "Risk Factors" included under Part II, Item 1A below for further discussion of the possible impact of the pandemic on our business.











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Results of Operations for the Three Months Ended March 31, 2022 and 2021

The following tables set forth our results of operations for the periods presented and as a percentage of our total revenue for those periods. The data has been derived from the unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q which include, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair statement of the financial position and results of operations for the interim periods presented. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.


                                       Three Months
                                      Ended March 31,
(dollars in thousands)              2022          2021
Revenues:
Subscription                      $ 384,956     $ 270,263

Professional services and other 10,643 11,102 Total revenue

                       395,599       281,365
Cost of revenues:
Subscription                         59,384        43,853
Professional services and other      13,552        10,881
Total cost of revenues               72,936        54,734
Gross profit                        322,663       226,631
Operating expenses:
Research and development             92,736        68,396
Sales and marketing                 197,134       141,017
General and administrative           43,947        32,250
Total operating expenses            333,817       241,663
Loss from operations                (11,154 )     (15,032 )
Other expense:
Interest income                         515           475
Interest expense                       (950 )      (9,399 )
Other income                          3,692           660
Total other income (expense)          3,257        (8,264 )
Loss before income tax expense       (7,897 )     (23,296 )
Income tax (expense) benefit         (1,444 )         137
Net loss                          $  (9,341 )   $ (23,159 )



                                      Three Months
                                     Ended March 31,
                                    2022          2021
Revenue:
Subscription                            97 %         96 %
Professional services and other          3            4
Total revenue                          100          100
Cost of revenue:
Subscription                            15           16
Professional services and other          3            4
Total cost of revenue                   18           19
Gross profit                            82           81
Operating expenses:
Research and development                23           24
Sales and marketing                     50           50
General and administrative              11           11
Total operating expenses                84           86
Loss from operations                    (3 )         (5 )
Total other income (expense)             1           (3 )

Loss before income tax expense (2 ) (8 ) Income tax (expense) benefit

            (0 )          0
Net loss                                (2 )%        (8 )%

Percentages are based on actual values. Totals may not sum due to rounding.



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Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31,
2021

Revenue

                                       Three Months
                                      Ended March 31,
(dollars in thousands)              2022          2021        $ Change       % Change
Revenues:
Subscription                      $ 384,956     $ 270,263     $ 114,693             42 %
Professional services and other      10,643        11,102          (459 )           (4 )%
Total revenue                     $ 395,599     $ 281,365     $ 114,234             41 %

Subscription revenue increased during the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the increase in Customers, which grew from 113,925 as of March 31, 2021 to 143,689 as of March 31, 2022. Average Subscription Revenue per Customer increased from $9,886 for the three months ended March 31, 2021 to $11,030 for the three months ended March 31, 2022. The growth in Customers was primarily driven by our increased sales representative capacity to meet market demand as well as an increase in demand for our lower priced starter products and Professional and Enterprise products. The increase in average subscription revenue per customer was primarily driven by an increase in demand for our Professional and Enterprise products, product upgrades by existing customers and impact from customer mix.

Professional services and other revenue decreased during the three months ended March 31, 2022 compared to the same period in 2021 primarily due to non-recurring advertising revenue generated from our acquisition of the Hustle in the first quarter of 2021 and lower overall services revenue from onboardings and trainings, partially offset by fees earned from Payments, revenue share arrangements with third parties, and other revenue streams.

Cost of Revenue, Gross Profit and Gross Margin Percentage



                               Three Months
                              Ended March 31,
(dollars in thousands)      2022          2021        $ Change       % Change
Total cost of revenue     $  72,936     $  54,734     $  18,202             33 %
Gross profit              $ 322,663     $ 226,631     $  96,032             42 %
Gross margin percentage          82 %          81 %

Total cost of revenue for the three months ended March 31, 2022 increased compared to the same period in 2021 primarily due to an increase in subscription and hosting costs, employee-related costs, amortization of capitalized software development costs, allocated overhead expenses, and amortization of acquired technology. Gross margins remained consistent year-over-year.



                                         Three Months
                                        Ended March 31,
(dollars in thousands)                 2022         2021       $ Change       % Change
Subscription cost of revenue         $ 59,384     $ 43,853     $  15,531             35 %

Percentage of subscription revenue 15 % 16 %

The increase in subscription cost of revenue for the three months ended March 31, 2022 compared to the same period in 2021 was primarily due to the following:



                                                             Change
                                                          Three Months
                                                         (in thousands)
Subscription and hosting costs                           $         9,155
Employee-related costs                                             3,925
Amortization of capitalized software development costs             2,191
Allocated overhead expenses                                          177
Amortization of acquired technology                                   83
                                                         $        15,531

Subscription and hosting costs increased primarily due to growth in our Total Customer base from 113,925 as of March 31, 2021 to 143,689 as of March 31, 2022. We also saw higher subscription and hosting costs as we launched an additional data center in the third quarter of 2021 and continued to focus on the security, reliability and performance of our CRM Platform. Employee-related costs increased as a result of increased headcount as we continue to grow our customer support organization to support our customer growth and improve service levels and offerings. Amortization of capitalized software development costs increased due to the



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increased number of developers working on our software platform as we continue to develop new products and increased functionality. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business and expand headcount. Amortization of acquired technology increased due to certain acquired technology being amortized using a method reflective of the expected economic benefit consumption over the expected useful life of the asset.


                                           Three Months
                                          Ended March 31,
(dollars in thousands)                   2022         2021        $ Change       % Change

Professional services and other cost


 of revenue                            $ 13,552     $ 10,881     $    2,671             25 %

Percentage of professional services


 and other revenue                          127 %         98 %


The increase in professional services and other cost of revenue for three months
ended March 31, 2022 compared to the same period in 2021 was primarily due to
the following:

                                   Change
                                Three Months
                               (in thousands)
Employee-related costs        $          2,505
Allocated overhead expenses                166
                              $          2,671

Employee-related costs increased as a result of increased headcount as we continue to grow our professional services organization to support our customer growth. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business and expand headcount.



Research and Development
                                  Three Months
                                 Ended March 31,
(dollars in thousands)          2022         2021       $ Change       % Change
Research and development      $ 92,736     $ 68,396     $  24,340             36 %

Percentage of total revenue 23 % 24 %




The increase in research and development expense for the three months ended
March 31, 2022 compared to the same period in 2021 was primarily due to the
following:
                                  Change
                               Three Months
                              (in thousands)
Employee-related costs        $        25,997
Professional services                     424
Allocated overhead expenses               431
Hosting expenses                       (2,512 )
                              $        24,340

Employee-related costs increased as a result of increased headcount as we continue to grow our engineering organization to develop new products, increase functionality and to maintain our existing CRM Platform. Professional services increased due to an increase in the use of third-party services and contractors as we continued to grow our engineering organization. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business and expand headcount. Hosting expense decreased due to incremental spend in the first quarter of 2021 associated with product development infrastructure that is unrelated to the hosting of our CRM Platform for paying Customers. In July of 2021, we launched a new data center and the ongoing expenses related to the hosting of our CRM Platform on that data center are classified as subscription cost of revenue.



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Sales and Marketing

                                   Three Months
                                  Ended March 31,
(dollars in thousands)          2022          2021        $ Change       % Change
Sales and marketing           $ 197,134     $ 141,017     $  56,117             40 %
Percentage of total revenue          50 %          50 %

The increase in sales and marketing expense for the three months ended March 31, 2022 compared to the same period in 2021 was primarily due to the following:



                                    Change
                                 Three Months
                                (in thousands)
Employee-related costs          $        39,267
Solutions Partner commissions             7,325
Marketing programs                        6,148
Allocated overhead expenses               2,130
Professional services                     1,247
                                $        56,117

Employee-related costs increased as a result of increased headcount as we continue to expand our selling and marketing organizations to grow our customer base. Solutions Partner commissions increased as a result of increased revenue generated through our Solutions Partners. Marketing programs increased due to the timing and size of certain marketing efforts as we continue to make investments in attracting new customers. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business and expand headcount. Professional fees increased due to an increase in the use of third-party services and contractors for our marketing efforts.

General and Administrative


                                  Three Months
                                 Ended March 31,

(dollars in thousands) 2022 2021 $ Change % Change General and administrative $ 43,947 $ 32,250 $ 11,697

             36 %

Percentage of total revenue 11 % 11 %




The increase in general and administrative expense for the three months ended
March 31, 2022 compared to the same period in 2021 was primarily due to the
following:

                                  Change
                               Three Months
                              (in thousands)
Employee-related costs        $         8,580
Allocated overhead expenses             1,227
Customer credit card fees               1,890
                              $        11,697

Employee-related costs increased as a result of increased headcount as we continue to grow our business and require additional personnel to support our expanded operations. Allocated overhead expenses increased due to an increase in shared company expenses associated with our systems and infrastructure as we continued to grow our business and expand headcount. Customer credit card fees increased due to increased customer transactions as we continue to grow our business.



Interest income

                                  Three Months
                                 Ended March 31,
(dollars in thousands)          2022          2021       $ Change      % Change
Interest income               $    515       $  475     $       40             8 %
Percentage of total revenue          *            *


* not meaningful

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Interest income primarily consists of interest earned on invested cash and cash equivalents balances and investments. The increase during the three months ended March 31, 2022 is due to an increase in yields on our investment balances.



Interest expense

                                  Three Months
                                 Ended March 31,
(dollars in thousands)          2022         2021        $ Change      % Change
Interest expense              $   (950 )   $ (9,399 )    $  (8,449 )         (90 )%
Percentage of total revenue          *           (3 )%


* not meaningful

The change in interest expense for the three months ended March 31, 2022 compared to the same period in 2021 is due to the following:



                                                               Change
                                                            Three Months
                                                           (in thousands)

Amortization of the debt discount and issuance costs and $ (6,044 )

contractual interest expense related to our Notes Loss on early extinguishment of 2022 Convertible Notes

              (2,405 )
                                                           $        (8,449 )


Interest expense primarily consists of amortization of the debt discount and
issuance costs and contractual interest expense related to our Notes, and the
loss on early extinguishment of our 2022 Notes. The decrease in interest expense
related to the Notes is primarily due to the adoption of the new convertible
debt guidance.

Other income

                                  Three Months
                                 Ended March 31,
(dollars in thousands)           2022         2021       $ Change      % Change
Other income                  $    3,692      $ 660     $    3,032           459 %
Percentage of total revenue            1 %        *


* not meaningful

The change in other income during the three months ended March 31, 2022 is primarily due to the following:



                                        Change
                                     Three Months
                                    (in thousands)

Foreign currency gains and losses $ (1,189 ) Gain on strategic investments

                 4,221
                                    $         3,032


Other income primarily consists of the impact of foreign currency transaction
gains and losses associated with monetary assets and liabilities and any gains
or losses on our strategic investments. The gain on investments is due to an
adjustment to the fair value of an investment as a result of an observable price
change.

Income tax expense

                                   Three Months
                                  Ended March 31,
(dollars in thousands)            2022         2021        $ Change       % Change
Income tax (expense) benefit   $    (1,444 )   $ 137      $    1,581           1154 %
Effective tax rate                      18 %      (1 )%

Income tax (expense) benefit consists of current and deferred taxes for U.S. and foreign income taxes. The increase in the income tax expense was primarily driven by increased income in jurisdictions outside of the United States that are profitable from a



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tax perspective in the three months ended March 31, 2022, whereas in the three months ended March 31, 2021, the Company recognized a non-recurring income tax benefit relating to the release of a portion of the Company's valuation allowance. The release was due to recording net deferred tax liabilities related to the Hustle acquisition, which are a source of income to support the realizability of the Company's pre-existing U.S. deferred tax assets.

Liquidity and Capital Resources

Our principal sources of liquidity to date have been cash and cash equivalents, net accounts receivable, our common stock offerings, and our convertible notes offerings.



The following table shows cash and cash equivalents, working capital, net cash
and cash equivalents provided by operating activities, net cash and cash
equivalents used in investing activities, and net cash and cash equivalents
provided by financing activities for the three months ended March 31, 2022 and
2021.

                                                       Three Months ended March 31,
                                                        2022                  2021
                                                              (in thousands)
Cash and cash equivalents                          $       408,433       $       397,498
Working capital                                            829,110               885,986
Net cash and cash equivalents provided by
operating activities                                        82,226                62,700
Net cash and cash equivalents used in investing
activities                                                 (55,036 )             (17,646 )
Net cash and cash equivalents provided by (used
in) financing activities                                     5,879               (21,802 )

Our cash and cash equivalents at March 31, 2022 were held for working capital purposes. At March 31, 2022, $125.8 million of our cash and cash equivalents was held in accounts outside the United States. We do not assert indefinite reinvestment of our foreign earnings because these earnings have been subject to United States Federal tax. While we have concluded that any incremental tax incurred upon ultimate distribution of these earnings to be immaterial, our current plans do not demonstrate a need to repatriate undistributed earnings to fund our U.S. operations.

Cash from operations could be affected by various risks and uncertainties, including, but not limited to, the effects of the pandemic and other risks detailed in the section titled "Risk Factors" included under Part II, Item 1A. However, based on our current business plan and revenue prospects, we believe that our existing cash, cash equivalents and investment balances, and our anticipated cash flows from operations will be sufficient to meet our working capital and operating resource expenditure requirements for the next twelve months.

Net Cash and Cash Equivalents Provided by Operating Activities

Net cash and cash equivalents provided by operating activities consists primarily of net loss adjusted for certain non-cash items, including stock-based compensation, depreciation and amortization and other non-cash charges, net.

Net cash and cash equivalents provided by operating activities during the three months ended March 31, 2022 primarily reflected our net loss of $9.3 million, benefit from deferred income taxes of $0.2 million, and gains on strategic investments of $4.2 million, offset by non-cash expenses that included $12.8 million of depreciation and amortization, $45.7 million in stock-based compensation, $0.6 million amortization of bond discounts, and $0.5 million of amortization of debt discount and issuance costs. Working capital sources of cash and cash equivalents primarily included a $29.5 million increase in deferred revenue primarily resulting from the growth in the number of customers invoiced during the period, a $3.6 million decrease in accounts receivable related to increased collection, a $6.5 million increase in right-of-use asset, a $3.6 million increase in accounts payable related to timing of bill payments, and $7.1 million increase in accrued expenses and other liabilities. These sources of cash and cash equivalents were offset by a $3.9 million increase in prepaid expenses and other assets, a $2.3 million decrease in operating lease liabilities, and a $8.4 million increase in deferred commissions.

Net cash and cash equivalents provided by operating activities during the three months ended March 31, 2021 primarily reflected our net loss of $23.2 million and the portion of the repayment of the 2022 Notes attributable to the debt discount of $9.8 million, offset by non-cash expenses that included $11.2 million of depreciation and amortization, $32.4 million in stock-based compensation, $0.5 million amortization of bond discounts, $6.5 million of amortization of debt discount and issuance costs, and $2.4 million of loss on early extinguishment of 2022 Notes. Working capital sources of cash and cash equivalents primarily included a $27.5 million increase in deferred revenue primarily resulting from the growth in the number of customers invoiced during the period, a $4.6 million increase in accounts payable related to timing of bill payments, a $10.4 million increase in right-of-use asset, a $16.5 million decrease in accounts receivable related to increased collection, and $2.7 million decrease in prepaid and other assets. These sources of cash and cash equivalents were offset by a $6.3 million increase in deferred commissions, a $9.3 million decrease in operating lease liabilities, and a $2.4 million decrease in accrued expenses and other liabilities.



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Net Cash and Cash Equivalents Used in Investing Activities

Our investing activities have consisted primarily of purchases and maturities of investments, property and equipment purchases, an acquisition of a business, purchases of strategic investments, an equity method investment and capitalization of software development costs. Capitalized software development costs are related to new products or improvements to our existing software platform that expands the functionality for our customers.

Net cash and cash equivalents used in investing activities during the three months ended March 31, 2022 consisted primarily of $435.5 million purchases of investments and $9.9 million of purchased property and equipment, $5.0 million of purchases of strategic investments, and $9.7 million of capitalized software development costs. These uses of cash were offset by $405.2 million received related to the maturity of investments.

Net cash and cash equivalents used in investing activities during the three months ended March 31, 2021 consisted primarily of $362.3 million purchases of investments, $4.0 million of purchased property and equipment, a $16.8 million business acquisition, $1.9 million of purchases of strategic investments, $2.3 million in an equity method investment and $7.3 million of capitalized software development costs. These uses of cash were offset by $376.9 million received related to the maturity of investments.

Net Cash and Cash Equivalents Provided by Financing Activities

Our financing activities have consisted primarily of the various components of our 2022 Notes repayment, repayment of our 2025 Notes, the issuance of common stock under our stock plans, and payments of employee taxes related to the net share settlement of stock-based awards,.

For the three months ended March 31, 2022 cash used in financing activities consisted of $1.6 million used for the repayment of the 2025 Notes attributable to the principal and $4.4 million used for payment of employee taxes related to the net share settlement of stock-based awards, offset by $11.9 million of proceeds related to issuance of common stock under stock plans.

For the three months ended March 31, 2021 cash used in financing activities consisted of $35.9 million used for repayment of the 2022 Notes attributable to the principal and $3.0 million used for payment of employee taxes related to the net share settlement of stock-based awards, offset by $0.7 million of proceeds from the settlement of the Convertible Note Hedges related to the 2022 Notes and $16.3 million of proceeds related to issuance of common stock under stock plans.

Critical Accounting Policies and Estimates

There have been no significant changes in our critical accounting policies and estimates during the three months ended March 31, 2022 as compared to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

Contractual Obligations and Commitments

Contractual obligations are cash that we are obligated to pay as part of certain contracts that we have entered during our course of business. Our contractual obligations consist of operating lease liabilities that are included in our consolidated balance sheet and vendor commitments associated with agreements that are legally binding. See Note 10 for all obligations the Company is committed to in the notes to the consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

For information on recent accounting pronouncements, see Recent Accounting Pronouncements in the notes to the consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

As of March 31, 2022, we are committed to contribute additional capital of $9.4 million to the Black Economic Development Fund. There were no other material off-balance sheet arrangements exclusive of operating leases and indemnifications of officers, directors and employees for certain events or occurrences while the officer, director or employee is, or was, serving at our request in such capacity.







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