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
June 30, 2022, we had 7,045 full-time employees and 150,865 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 98% of our
total revenue for the three and six months ended June 30, 2022, 97% of our total
revenue for the three months ended June 30, 2021, and 96% of our total revenue
for the six months ended June 30, 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 2% of total
revenue for three and six months ended June 30, 2022, 3% of our total revenue
for the three months ended June 30, 2021, and 4% of our total revenue for the
six months ended June 30, 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

                                       22
--------------------------------------------------------------------------------

competition from other providers of marketing, sales, customer service, operations, and content management software and related applications and rapid technological change in our industry.



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 continue to invest in sales and marketing and
expand 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
maintain 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 and Other Global Economic Conditions



Our results of operations can be significantly influenced by general
macroeconomic conditions, including but not limited to, the impact of the
pandemic, foreign currency fluctuations, interest rates, inflation, recession
risks, existing and new domestic and foreign laws and regulations, all of which
are beyond our control. Fluctuations in foreign exchange rates and rising
inflation has had, and may continue to have an adverse impact on our financial
condition and operating results in future periods.. As we continue to monitor
the direct and indirect impacts of these circumstances, the broader implications
of these macroeconomic events on our business, results of operations and overall
financial position, particularly in the long term, remain uncertain. See the
section titled "Risk Factors'' included under Part II, Item 1A below for further
discussion of the possible impact of these factors and other risks on our
business.













                                       23

--------------------------------------------------------------------------------

Results of Operations for the Three Months Ended June 30, 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                 Six Months
                                       Ended June 30,              Ended June 30,
(dollars in thousands)              2022          2021          2022          2021
Revenues:
Subscription                      $ 412,401     $ 300,423     $ 797,356     $ 570,686
Professional services and other       9,354        10,365        19,998        21,467
Total revenue                       421,755       310,788       817,354       592,153
Cost of revenues:
Subscription                         64,431        51,134       123,816        94,986

Professional services and other 14,500 11,743 28,053


   22,625
Total cost of revenues               78,931        62,877       151,869       117,611
Gross profit                        342,824       247,911       665,485       474,542
Operating expenses:
Research and development            118,914        72,104       211,650       140,500
Sales and marketing                 224,262       157,799       421,396       298,817
General and administrative           51,898        34,610        95,844        66,860
Total operating expenses            395,074       264,513       728,890       506,177
Loss from operations                (52,250 )     (16,602 )     (63,405 )     (31,635 )
Other expense:
Interest income                       2,050           341         2,564           816
Interest expense                       (949 )      (7,179 )      (1,898 )     (16,578 )
Other (expense) income               (3,091 )         528           602         1,188
Total other (expense) income         (1,990 )      (6,310 )       1,268       (14,574 )
Loss before income tax expense      (54,240 )     (22,912 )     (62,137 )     (46,209 )
Income tax expense                   (2,121 )      (1,660 )      (3,565 )      (1,522 )
Net loss                          $ (56,361 )   $ (24,572 )   $ (65,702 )   $ (47,731 )



                                      Three Months               Six Months
                                     Ended June 30,            Ended June 30,
                                    2022         2021         2022         2021
Revenue:
Subscription                            98 %        97 %          98 %        96 %
Professional services and other          2           3             2           4
Total revenue                          100         100           100         100
Cost of revenue:
Subscription                            15          16            15          16
Professional services and other          3           4             3           4
Total cost of revenue                   19          20            19          20
Gross profit                            81          80            81          80
Operating expenses:
Research and development                28          23            26          24
Sales and marketing                     53          51            52          50
General and administrative              12          11            12          11
Total operating expenses                94          85            89          85
Loss from operations                   (12 )        (5 )          (8 )        (5 )
Total other (expense) income            (0 )        (2 )           0          (2 )
Loss before income tax expense         (13 )        (7 )          (8 )        (8 )
Income tax expense                      (1 )        (1 )          (0 )        (0 )
Net loss                               (13 )%       (8 )%         (8 )%       (8 )%

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


                                       24
--------------------------------------------------------------------------------


Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30,
2021

Revenue

                            Three Months                                               Six Months
                            Ended June 30,                                            Ended June 30,
(dollars in
thousands)               2022          2021        $ Change       % Change         2022          2021        $ Change        % Change
Revenues:
Subscription           $ 412,401     $ 300,423     $ 111,978             37 %    $ 797,356     $ 570,686     $ 226,670               40 %
Professional
services and other         9,354        10,365        (1,011 )          (10 )%      19,998        21,467        (1,469 )             (7 )%
Total revenue          $ 421,755     $ 310,788     $ 110,967             36 %    $ 817,354     $ 592,153     $ 225,201               38 %


Three month change

Subscription revenue increased during the three months ended June 30, 2022
compared to the same period in 2021 primarily due to the increase in Customers,
which grew from 121,048 as of June 30, 2021 to 150,865 as of June 30, 2022.
Average Subscription Revenue per Customer increased from $10,198 for the three
months ended June 30, 2021 to $11,198 for the three months ended June 30, 2022.
The growth in Customers was primarily driven by our increased sales
representative capacity to meet market demand as well a continued demand for our
CRM Platform. The increase in Average Subscription Revenue per Customer was
primarily driven by a continued demand for our Professional and Enterprise
products, product upgrades by existing customers and impact from customer mix,
offset by the impact of foreign currency translations primarily attributable to
the decline in the value of the Euro relative to the U.S. Dollar.

Professional services and other revenue decreased during the three months ended
June 30, 2022 compared to the same period in 2021 primarily due to lower overall
services revenue from onboardings and trainings, and lower fees earned from
revenue share arrangements with third parties, partially offset by fees earned
from Payments and other revenue streams.




Six month change

Subscription revenue increased during the three months ended June 30, 2022
compared to the same period in 2021 primarily due to the increase in Customers,
which grew from 121,048 as of June 30, 2021 to 150,865 as of June 30, 2022.
Average Subscription Revenue per Customer increased from $10,111 for the six
months ended June 30, 2021 to $11,137 for the six months ended June 30, 2022.
The growth in Customers was primarily driven by our increased sales
representative capacity to meet market demand as well a continued demand for our
CRM Platform. The increase in Average Subscription Revenue per Customer was
primarily driven by a continued demand for our Professional and Enterprise
products, product upgrades by existing customers and impact from customer mix,
offset by the impact of foreign currency translations primarily attributable to
the decline in the value of the Euro relative to the U.S. Dollar.

Professional services and other revenue decreased during the six months ended
June 30, 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, lower overall services revenue from onboardings and trainings,
and lower fees earned from revenue share arrangements with third parties,
partially offset by fees earned from Payments and other revenue streams.

Cost of Revenue, Gross Profit and Gross Margin Percentage



                       Three Months                                              Six Months
                       Ended June 30,                                           Ended June 30,
  (dollars in
  thousands)        2022          2021        $ Change       % Change       

2022 2021 $ Change % Change Total cost of revenue

$  78,931     $  62,877     $  16,054             26 %   $ 151,869     $ 117,611     $  34,258              29 %
Gross profit      $ 342,824     $ 247,911     $  94,913             38 %   $ 665,485     $ 474,542     $ 190,943              40 %
Gross margin
percentage               81 %          80 %                                       81 %          80 %


Total cost of revenue for the three and six months ended June 30, 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,

                                       25
--------------------------------------------------------------------------------

allocated overhead expenses, and amortization of acquired technology. Gross margins remained consistent year-over-year.



                          Three Months                                             Six Months
                          Ended June 30,                                         Ended June 30,
(dollars in
thousands)              2022         2021       $ Change       % Change        2022          2021       $ Change       % Change
Subscription cost
of revenue            $ 64,431     $ 51,134     $  13,297             26 %   $ 123,816     $ 94,986     $  28,830             30 %
Percentage of
subscription
revenue                     16 %         17 %                                       16 %         17 %


The increase in subscription cost of revenue for the three and six months ended
June 30, 2022 compared to the same period in 2021 was primarily due to the
following:

                                                                Change
                                                Three Months             Six Months
                                                            (in thousands)
Subscription and hosting costs                $           7,337     $       

16,459


Employee-related costs                                    3,528             

7,354


Amortization of capitalized software
development costs                                         2,270             

4,471


Allocated overhead expenses                                  91             

393


Amortization of acquired technology                          71                      153
                                              $          13,297     $             28,830


Three month change

Subscription and hosting costs increased primarily due to growth in our Total
Customer base from 121,048 as of June 30, 2021 to 150,865 as of June 30, 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 grew 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 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 that is needed to grow our business. 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.

Six month change



Subscription and hosting costs increased primarily due to growth in our Total
Customer base from 121,048 as of June 30, 2021 to 150,865 as of June 30, 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 grew 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 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.
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                                             Six Months
                       Ended June 30,                                          Ended June 30,
(dollars in
thousands)           2022         2021        $ Change       % Change        2022         2021        $ Change       % Change
Professional
services and
other
  cost of
revenue            $ 14,500     $ 11,743     $    2,757             23 %   $ 28,053     $ 22,625     $    5,428             24 %
Percentage of
professional
 services and
other revenue           155 %        113 %                                      140 %        105 %




                                       26

--------------------------------------------------------------------------------


The increase in professional services and other cost of revenue for three and
six months ended June 30, 2022 compared to the same period in 2021 was primarily
due to the following:

                                          Change
                              Three Months       Six Months
                                      (in thousands)
Employee-related costs        $       2,657     $      5,099
Allocated overhead expenses             100              329
                              $       2,757     $      5,428


Employee-related costs increased as a result of increased headcount as we grew
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.

Research and Development


                         Three Months                                             Six Months
                        Ended June 30,                                           Ended June 30,
(dollars in
thousands)            2022          2021       $ Change       % Change      

2022 2021 $ Change % Change Research and development $ 118,914 $ 72,104 $ 46,810

             65 %   $ 211,650     $ 140,500     $  71,150             51 %
Percentage of
total revenue              28 %         23 %                                       26 %          24 %


The increase in research and development expense for the three and six months
ended June 30, 2022 compared to the same period in 2021 was primarily due to the
following:
                                          Change
                               Three Months       Six Months
                                      (in thousands)

Employee-related costs $ 47,783 $ 73,625 Allocated overhead expenses

              907            1,916
Hosting expenses                      (1,880 )         (4,391 )
                              $       46,810     $     71,150


Three month change

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. 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 second
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.

Six month change

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. 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 half
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.


Sales and Marketing

                        Three Months                                              Six Months
                        Ended June 30,                                           Ended June 30,
(dollars in
thousands)           2022          2021        $ Change       % Change        2022          2021        $ Change       % Change
Sales and
marketing          $ 224,262     $ 157,799     $  66,463             42 %   $ 421,396     $ 298,817     $ 122,579             41 %

Percentage of
total revenue             53 %          51 %                                       52 %          50 %




                                       27

--------------------------------------------------------------------------------


The increase in sales and marketing expense for the three and six months ended
June 30, 2022 compared to the same period in 2021 was primarily due to the
following:

                                               Change
                                    Three Months       Six Months
                                           (in thousands)
Employee-related costs             $       52,612     $     91,384
Solutions Partner commissions               6,825           14,195
Marketing programs                          3,212            9,283
Allocated overhead expenses                 2,464            5,349
Professional services                       1,005            2,023
Amortization of intangible asset              345              345
                                   $       66,463     $    122,579


Three month change

Employee-related costs increased as a result of increased headcount as we
expanded 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 made 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. Professional fees increased
due to an increase in the use of third-party services and contractors for our
marketing efforts. Amortization of intangible assets increased primarily due to
the purchase of a domain name in the three months ended June 30, 2022.

Six month change



Employee-related costs increased as a result of increased headcount as we
expanded 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. Professional fees increased
due to an increase in the use of third-party services and contractors for our
marketing efforts. Amortization of intangible assets increased primarily due to
the purchase of a domain name in the six months ended June 30, 2022.

General and Administrative


                        Three Months                                            Six Months
                        Ended June 30,                                         Ended June 30,
(dollars in
thousands)            2022         2021       $ Change       % Change        2022         2021       $ Change       % Change
General and
administrative      $ 51,898     $ 34,610     $  17,288             50 %  
$ 95,844     $ 66,860     $  28,984              43 %
Percentage of
total revenue             12 %         11 %                                      12 %         11 %


The increase in general and administrative expense for the three and six months
ended June 30, 2022 compared to the same period in 2021 was primarily due to the
following:

                                          Change
                               Three Months       Six Months
                                      (in thousands)

Employee-related costs $ 14,546 $ 24,018 Allocated overhead expenses

              886            1,238
Customer credit card fees              1,856            3,728
                              $       17,288     $     28,984


Three month change

Employee-related costs increased as a result of increased headcount as we grew
our business and required additional personnel to support our expanded
operations. Allocated overhead expenses increased due to an increase in shared
company expenses associated

                                       28
--------------------------------------------------------------------------------

with our systems and infrastructure as we continued to grow our business. Customer credit card fees increased due to increased customer transactions as we continue to grow our business.

Six month change



Employee-related costs increased as a result of increased headcount as we grew
our business and required 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. Customer credit card fees increased due to increased
customer transactions as we continue to grow our business.

Interest income

                           Three Months                                            Six Months
                          Ended June 30,                                         Ended June 30,
(dollars in
thousands)                2022        2021       $ Change       % Change   

2022 2021 $ Change % Change Interest income $ 2,050 $ 341 $ 1,709

            501 %   $    2,564     $ 816     $    1,748           214 %
Percentage of total
revenue                         *         *                                            *         *


* not meaningful

Interest income primarily consists of interest earned on invested cash and cash
equivalents balances and investments. The increase during the three and six
months ended June 30, 2022 is due to an increase in yields on our investment
balances.

Interest expense

                         Three Months                                             Six Months
                        Ended June 30,                                          Ended June 30,
(dollars in
thousands)            2022         2021        $ Change      % Change      

2022 2021 $ Change % Change Interest expense $ (949 ) $ (7,179 ) $ (6,230 ) (87 )% $ (1,898 ) $ (16,578 ) $ (14,680 ) (89 )% Percentage of total revenue

              *           (2 )%                                       *            (3 )%


* not meaningful

The change in interest expense for the three and six months ended June 30, 2022 compared to the same period in 2021 is due to the following:



                                                                  Change
                                                    Three Months          Six Months
                                                              (in thousands)

Amortization of the debt discount and issuance $ (5,547 ) $

     (11,593 )
costs and
 contractual interest expense related to our
Notes
Loss on early extinguishment of 2022 Convertible
Notes                                                         (683 )             (3,087 )
                                                   $        (6,230 )   $        (14,680 )


Three month change

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 and loss on extinguishment is primarily due to the adoption
of the new convertible debt guidance.

Six month change



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 and loss on extinguishment is primarily due to the adoption
of the new convertible debt guidance.

Other (expense) income


                                       29
--------------------------------------------------------------------------------


                        Three Months                                             Six Months
                        Ended June 30,                                          Ended June 30,
(dollars in
thousands)            2022          2021      $ Change       % Change       

2022 2021 $ Change % Change Other (expense) income

$  (3,091 )    $  528     $  (3,619 )         (685 )%   $    602      $ 1,188     $     (586 )           49 %
Percentage of
total revenue              (1 )%        *                                          *            *


* not meaningful

The change in other income during the three and six months ended June 30, 2022 is primarily due to the following:



                                                            Change
                                                 Three Months       Six 

Months


                                                        (in thousands)
Foreign currency transaction gains and losses   $       (2,597 )   $     (3,763 )
Gain on strategic investments                           (1,022 )          3,177
                                                $       (3,619 )   $       (586 )


Three month change

Other (expense) 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 increase in foreign
currency transaction losses is primarily attributable to the decline in the
value of the Euro relative to the U.S. Dollar. The decrease in gain on
investments is due to an adjustment to the fair value of an investment as a
result of an observable price change in the three months ended June 30, 2021,
whereas no gain was recognized in the three months ended June 30, 2022.

Six month change



Other (expense) 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 increase in foreign
currency transaction losses is primarily attributable to the decline in the
value of the Euro relative to the U.S. Dollar. The increase in gain on
investments is due to an adjustment to the fair value of an investment as a
result of an observable price change of $4.2 million in the six months ended
June 30, 2022 compared to $1.0 million in the six months ended June 30, 2021.

Income tax expense
                    Three Months                                             Six Months
                    Ended June 30,                                          Ended June 30,
(dollars in
thousands)        2022         2021        $ Change       % Change        2022         2021       $ Change      % Change
Income tax
expense         $ (2,121 )   $ (1,660 )   $     (461 )           28 %   $ (3,565 )   $ (1,522 )   $  (2,043 )         134 %
Effective tax
rate                   4 %          7 %                                        6 %          3 %


Three month change

Income tax expense consists of current and deferred taxes for U.S. and foreign
income taxes. The increase in income tax expense was primarily driven by
increased income in jurisdictions outside of the U.S. that are profitable from a
tax perspective, the state tax effect of a U.S. federal tax law change in effect
from January 1, 2022 that requires the capitalization of research and
experimental costs, and lower-than-expected tax benefits associated with
stock-based compensation.

Six month change



Income tax expense consists of current and deferred taxes for U.S. and foreign
income taxes. The increase in income tax expense was primarily driven by
increased income in jurisdictions outside of the U.S. that are profitable from a
tax perspective, the state tax effect of a U.S. federal tax law change in effect
from January 1, 2022 that requires the capitalization of research and
experimental costs, and lower-than-expected tax benefits associated with
stock-based compensation, partially offset by a non-recurring income tax benefit
recognized in 2021 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.

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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 six months ended June 30, 2022 and
2021.

                                                         Six Months ended June 30,
                                                         2022                  2021
                                                               (in thousands)
Cash and cash equivalents                           $       305,664       $      338,336
Working capital                                             869,617              862,418
Net cash and cash equivalents provided by
operating activities                                        123,146         

100,891


Net cash and cash equivalents used in investing
activities                                                 (176,013 )           (110,740 )
Net cash and cash equivalents used in financing
activities                                                   (9,008 )       

(26,729 )




Our cash and cash equivalents at June 30, 2022 were held for working capital
purposes. At June 30, 2022, $119.7 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
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 six
months ended June 30, 2022 primarily reflected our net loss of $65.7 million,
benefit from deferred income taxes of $0.4 million, $0.2 million accretion of
bond discounts, and gains on strategic investments of $4.2 million, offset by
non-cash expenses that included $27.1 million of depreciation and amortization,
$126.9 million in stock-based compensation, and $1.0 million of amortization of
debt discount and issuance costs. Working capital sources of cash and cash
equivalents primarily included a $52.5 million increase in deferred revenue
primarily resulting from the growth in the number of customers invoiced during
the period, a $13.4 million increase in right-of-use asset, a $9.0 million
increase in accounts payable related to timing of bill payments, and $23.1
million increase in accrued expenses and other liabilities. These sources of
cash and cash equivalents were offset by a $21.9 million increase in prepaid
expenses and other assets, a $11.3 million decrease in operating lease
liabilities, a $13.7 million increase in deferred commissions, and a $14.3
million increase in accounts receivable as a result of increased billings to
customers.

Net cash and cash equivalents provided by operating activities during the six
months ended June 30, 2021 primarily reflected our net loss of $47.7 million,
the portion of the repayment of the 2022 Notes attributable to the debt discount
of $13.0 million, benefit from deferred income taxes of $1.1 million, and a gain
on strategic investments of $1.0 million, offset by non-cash expenses that
included $21.7 million of depreciation and amortization, $75.9 million in
stock-based compensation, $1.7 million amortization of bond discounts, $12.5
million of amortization of debt discount and issuance costs, and $3.1 million of
loss on early extinguishment of 2022 Notes. Working capital sources of cash and
cash equivalents primarily included a $49.4 million increase in deferred revenue
primarily resulting from the growth in the number of customers invoiced during
the period, a $8.9 million decrease in accounts receivable related to increased
collection, a $18.5 million increase in right-of-use asset, and $15.5 million
increase in accrued expenses and other liabilities. These sources of cash and
cash equivalents were offset by a $1.3 million increase in accounts payable
related to timing of bill payments, a $7.7 million increase in prepaid expenses
and other assets, a $18.4 million decrease in operating lease liabilities, and a
$16.4 million increase in deferred commissions.

Net Cash and Cash Equivalents Used in Investing Activities



Our investing activities have consisted primarily of purchases and maturities of
investments, sale of investments, property and equipment purchases, an
acquisition of a business, purchase of intangible assets, purchases of strategic
investments, an equity method

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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 six months
ended June 30, 2022 consisted primarily of $864.1 million purchases of
investments, $18.3 million of purchased property and equipment, $13.9 million of
purchases of strategic investments, $19.9 million of capitalized software
development costs, and a $10.0 million purchase of intangible assets. These uses
of cash were offset by $625.4 million received related to the maturity of
investments and $125.0 million received for sale of investments.

Net cash and cash equivalents used in investing activities during the six months
ended June 30, 2021 consisted primarily of $654.1 million purchases of
investments, $10.7 million of purchased property and equipment, a $16.8 million
business acquisition, $6.2 million of purchases of strategic investments, $3.1
million in an equity method investment and $16.4 million of capitalized software
development costs. These uses of cash were offset by $596.6 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 six months ended June 30, 2022 cash used in financing activities
consisted of $1.6 million used for the repayment of the 2025 Notes attributable
to the principal, $79.8 million payment for settlement of the 2022 Notes, and
$7.8 million used for payment of employee taxes related to the net share
settlement of stock-based awards, offset by $19.7 million of proceeds related to
issuance of common stock under stock plans and $60.5 million of proceeds from
settlement of the Convertible Note Hedges.

For the six months ended June 30, 2021 cash used in financing activities
consisted of $45.4 million used for repayment of the 2022 Notes attributable to
the principal and $6.9 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
$24.9 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 six months ended June 30, 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 June 30, 2022, we are committed to contribute additional capital of $9.2
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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