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
September 30, 2022, we had 7,409 full-time employees and 158,905 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 nine months ended September 30, 2022 and 97% of
our total revenue for the three and nine months ended September 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 nine months ended September 30, 2022 and 3% of our total
revenue for the three and nine months ended September 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 and Nine Months Ended September 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                   Nine Months
                                     Ended September 30,           Ended September 30,
(dollars in thousands)               2022           2021           2022           2021
Revenues:
Subscription                      $   435,030     $ 328,975     $ 1,232,387     $ 899,661
Professional services and other         8,928        10,220          28,926        31,688
Total revenue                         443,958       339,195       1,261,313       931,349
Cost of revenues:
Subscription                           67,648        57,547         191,466       152,533

Professional services and other 14,479 12,059 42,532


       34,685
Total cost of revenues                 82,127        69,606         233,998       187,218
Gross profit                          361,831       269,589       1,027,315       744,131
Operating expenses:
Research and development              114,038        78,473         325,687       218,973
Sales and marketing                   229,541       170,016         650,936       468,836
General and administrative             50,465        36,027         146,309       102,883
Total operating expenses              394,044       284,516       1,122,932       790,692
Loss from operations                  (32,213 )     (14,927 )       (95,617 )     (46,561 )
Other expense:
Interest income                         4,658           230           7,222         1,046
Interest expense                         (923 )      (7,798 )        (2,822 )     (24,376 )
Other (expense) income                 (1,185 )       9,877            (583 )      11,064
Total other income (expense)            2,550         2,309           3,817       (12,266 )
Loss before income tax expense        (29,663 )     (12,618 )       (91,800 )     (58,827 )
Income tax expense                     (1,748 )      (1,117 )        (5,313 )      (2,639 )
Net loss                          $   (31,411 )   $ (13,735 )   $   (97,113 )   $ (61,466 )



                                                  Three Months                        Nine Months
                                               Ended September 30,                 Ended September 30,
                                             2022               2021            2022               2021
Revenue:
Subscription                                      98 %               97 %            98 %                97 %
Professional services and other                    2                  3               2                   3
Total revenue                                    100                100             100                 100
Cost of revenue:
Subscription                                      15                 17              15                  16
Professional services and other                    3                  4               3                   4
Total cost of revenue                             18                 21              19                  20
Gross profit                                      82                 79              81                  80
Operating expenses:
Research and development                          26                 23              26                  24
Sales and marketing                               52                 50              52                  50
General and administrative                        11                 11              12                  11
Total operating expenses                          89                 84              89                  85
Loss from operations                              (7 )               (4 )            (8 )                (5 )
Total other income (expense)                       1                  1               0                  (1 )
Loss before income tax expense                    (7 )               (4 )            (7 )                (6 )
Income tax expense                                (0 )               (0 )            (0 )                (0 )
Net loss                                          (7 )%              (4 )%           (8 )%               (7 )%

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


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

Three and Nine Months Ended September 30, 2022 Compared to the Three and Nine Months Ended September 30, 2021



Revenue

                               Three Months                                                  Nine Months
                            Ended September 30,                                          Ended September 30,

(dollars in thousands)      2022           2021        $ Change       % Change           2022           2021        $ Change        % Change
Revenues:
Subscription             $   435,030     $ 328,975     $ 106,055              32 %    $ 1,232,387     $ 899,661     $ 332,726               37 %
Professional services
and other                      8,928        10,220        (1,292 )           (13 )%        28,926        31,688        (2,762 )             (9 )%
Total revenue            $   443,958     $ 339,195     $ 104,763              31 %    $ 1,261,313     $ 931,349     $ 329,964               35 %


Three month change

Subscription revenue increased during the three months ended September 30, 2022
compared to the same period in 2021 primarily due to the increase in Customers,
which grew from 128,144 as of September 30, 2021 to 158,905 as of September 30,
2022. Average Subscription Revenue per Customer increased from $10,536 for the
three months ended September 30, 2021 to $11,233 for the three months ended
September 30, 2022. The growth in Customers was primarily driven by increased
demand for our lower priced Starter products. The increase in Average
Subscription Revenue per Customer was primarily driven by a continued demand for
our Professional and Enterprise products, offset by continued purchases of our
lower priced Starter products and the impact of foreign currency translation
primarily attributable to the decline in the value of the Euro and British Pound
Sterling relative to the U.S. Dollar.

Professional services and other revenue decreased during the three months ended
September 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.

Nine month change



Subscription revenue increased during the three months ended September 30, 2022
compared to the same period in 2021 primarily due to the increase in Customers,
which grew from 128,144 as of September 30, 2021 to 158,905 as of September 30,
2022. Average Subscription Revenue per Customer increased from $10,305 for the
nine months ended September 30, 2021 to $11,162 for the nine months ended
September 30, 2022. The growth in Customers was primarily driven by our
increased demand for our lower priced Starter products. The increase in Average
Subscription Revenue per Customer was primarily driven by a continued demand for
our Professional and Enterprise products, offset by continued purchases of our
lower priced Starter products and the impact of foreign currency translation
primarily attributable to the decline in the value of the Euro and British Pound
Sterling relative to the U.S. Dollar.

Professional services and other revenue decreased during the nine months ended
September 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                                                Nine Months
                      Ended September 30,                                        Ended September 30,
  (dollars in
   thousands)         2022           2021        $ Change       % Change         2022           2021        $ Change       % Change
Total cost of
revenue            $    82,127     $  69,606     $  12,521             18 %   $   233,998     $ 187,218     $  46,780             25 %
Gross profit       $   361,831     $ 269,589     $  92,242             34 %   $ 1,027,315     $ 744,131     $ 283,184             38 %
Gross margin
percentage                  82 %          79 %                                         81 %          80 %


Total cost of revenue for the three and nine months ended September 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, and amortization of acquired technology,
offset by a decrease in allocated overhead expenses. Gross margins remained
consistent year-over-year.

                          Three Months                                      

Nine Months


                       Ended September 30,                                        Ended September 30,
(dollars in
thousands)             2022            2021       $ Change       % Change         2022           2021        $ Change       % Change
Subscription cost
of revenue          $    67,648      $ 57,547     $  10,101             18 %   $   191,466     $ 152,533     $  38,933              26 %
Percentage of
subscription
revenue                      16 %          17 %                                         16 %          17 %




                                       25

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


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

                                                                Change
                                                 Three Months            Nine Months
                                                            (in thousands)
Subscription and hosting costs                 $           5,943     $      

22,402


Employee-related costs                                     2,178            

9,525


Amortization of capitalized software
development costs                                          2,430            

6,903


Amortization of acquired technology                           59                     212
Allocated overhead expenses                                 (509 )                  (109 )
                                               $          10,101     $            38,933


Three month change

Subscription and hosting costs increased primarily due to growth in our Customer
base from 128,144 as of September 30, 2021 to 158,905 as of September 30, 2022.
We also saw higher subscription and hosting costs as we 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
continued to develop new products and increased functionality. 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. Allocated overhead expenses decreased
primarily due to the reduction of our leased space.

Nine month change



Subscription and hosting costs increased primarily due to growth in our Customer
base from 128,144 as of September 30, 2021 to 158,905 as of September 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
continued to develop new products and increased functionality. 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. Allocated overhead expenses decreased
primarily due to the reduction of our leased space.


                         Three Months                                                 Nine Months
                      Ended September 30,                                         Ended September 30,
(dollars in
thousands)            2022            2021        $ Change       % Change         2022            2021        $ Change       % Change
Professional
services and
other
  cost of
revenue            $    14,479      $ 12,059     $    2,420             20 %   $    42,532      $ 34,685     $    7,847             23 %
Percentage of
professional
 services and
other revenue              162 %         118 %                                         147 %         109 %


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

                                                    Change
                                        Three Months       Nine Months
                                                (in thousands)
Employee-related costs                  $       2,333     $       7,429
Allocated overhead and other expenses             433               973
Professional fees                                (346 )            (555 )
                                        $       2,420     $       7,847




                                       26

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

Three month change



Employee-related costs increased as a result of increased headcount as we grew
our professional services organization to support our customer growth. Allocated
overhead and other expenses increased primarily due to increased costs
associated with our service offerings, offset slightly by a decrease in expense
from the reduction of our leased space. Professional fees decreased due to a
reduction in the use of third-party services and contractors.

Nine month change



Employee-related costs increased as a result of increased headcount as we grew
our professional services organization to support our customer growth. Allocated
overhead and other expenses increased primarily due to increased costs
associated with our service offerings, offset slightly by a decrease in expense
from the reduction of our leased space. Professional fees decreased due to a
reduction in the use of third-party services and contractors.

Research and Development


                          Three Months                                                 Nine Months
                       Ended September 30,                                         Ended September 30,
(dollars in
thousands)              2022           2021       $ Change       % Change          2022           2021        $ Change       % Change
Research and
development         $    114,038     $ 78,473     $  35,565              45 %   $   325,687     $ 218,973     $ 106,714              49 %
Percentage of
total revenue                 26 %         23 %                                          26 %          24 %


The increase in research and development expense for the three and nine months
ended September 30, 2022 compared to the same period in 2021 was primarily due
to the following:
                                           Change
                               Three Months       Nine Months
                                       (in thousands)
Employee-related costs        $       35,299     $     108,946
Allocated overhead expenses              266             2,391
Hosting expenses                           -            (4,623 )
                              $       35,565     $     106,714


Three month change

Employee-related costs increased as a result of increased headcount as we
continued 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. 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. As such, there was no change in
hosting expenses.

Nine month change



Employee-related costs increased as a result of increased headcount as we
continued 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                                                Nine Months
                      Ended September 30,                                        Ended September 30,
(dollars in
thousands)            2022           2021        $ Change       % Change         2022           2021        $ Change       % Change
Sales and
marketing          $   229,541     $ 170,016     $  59,525             35 %   $   650,936     $ 468,836     $ 182,100              39 %
Percentage of
total revenue               52 %          50 %                                         52 %          50 %




                                       27

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


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

                                                Change
                                    Three Months       Nine Months
                                            (in thousands)
Employee-related costs             $       48,348     $     139,765
Solutions Partner commissions               5,850            19,999
Marketing programs                          3,828            13,111
Allocated overhead expenses                 1,145             8,544
Amortization of intangible asset              354               681
                                   $       59,525     $     182,100


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, offset slightly by a
decrease in expense from the reduction of our leased space. Amortization of
intangible assets increased primarily due to the purchase of a domain name in
the second quarter of 2022.

Nine 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, offset slightly by a
decrease in expense from the reduction of our leased space. Amortization of
intangible assets increased primarily due to the purchase of a domain name in
the second quarter of 2022.

General and Administrative


                           Three Months                                                Nine Months
                        Ended September 30,                                        Ended September 30,
(dollars in
thousands)              2022            2021       $ Change       % Change         2022           2021        $ Change        % Change
General and
administrative       $    50,465      $ 36,027     $  14,438             40 %   $   146,309     $ 102,883     $  43,426               42 %
Percentage of
total revenue                 11 %          11 %                                         12 %          11 %


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

                                           Change
                               Three Months       Nine Months
                                       (in thousands)
Employee-related costs        $       11,842     $      35,862
Customer credit card fees              1,969             5,697
Allocated overhead expenses              627             1,867
                              $       14,438     $      43,426


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. Customer credit card fees increased due to increased customer
transactions as we continue to grow our business. 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.

Nine month change


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


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

Interest income



                            Three Months                                                 Nine Months
                         Ended September 30,                                         Ended September 30,
(dollars in
thousands)               2022            2021        $ Change       % Change         2022            2021        $ Change       % Change
Interest income      $      4,658       $   230     $    4,428           1925 %   $     7,222       $ 1,046     $    6,176            590 %
Percentage of
total revenue                   1 %           *                                             1 %           *


* not meaningful

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

Interest expense

                           Three Months                                                 Nine Months
                        Ended September 30,                                         Ended September 30,
(dollars in
thousands)             2022            2021         $ Change      % Change          2022           2021         $ Change       % Change
Interest expense     $    (923 )     $  (7,798 )    $  (6,875 )         (88 )%   $    (2,822 )   $ (24,376 )    $ (21,554 )          (88 )%
Percentage of
total revenue                *              (2 )%                                          *            (3 )%


* not meaningful

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



                                                                   Change
                                                     Three Months         Nine Months
                                                               (in thousands)

Amortization of the debt discount and issuance $ (5,139 ) $

      (16,731 )
costs and
 contractual interest expense related to our
Notes
Loss on early extinguishment of 2022 Convertible
Notes                                                        (1,736 )             (4,823 )
                                                    $        (6,875 )   $        (21,554 )


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.

Nine 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



                           Three Months                                                 Nine Months
                        Ended September 30,                                         Ended September 30,
(dollars in
thousands)              2022            2021       $ Change       % Change         2022            2021        $ Change       % Change
Other (expense)
income               $    (1,185 )     $ 9,877     $ (11,062 )         (112 )%   $    (583 )     $  11,064     $ (11,647 )         (105 )%
Percentage of
total revenue                  *             2 %                                         *               1 %


* not meaningful

                                       29

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

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



                                                             Change
                                                 Three Months       Nine 

Months


                                                         (in thousands)
Foreign currency transaction gains and losses   $         (345 )   $      (4,108 )
Gain on strategic investments                          (10,717 )          (7,539 )
                                                $      (11,062 )   $     (11,647 )


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 and British Pound Sterling 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
September 30, 2021, whereas no gain was recognized in the three months ended
September 30, 2022.

Nine 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 and British Pound Sterling 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 of $4.2 million in the nine
months ended September 30, 2022 compared to $11.7 million in the nine months
ended September 30, 2021.

Income tax expense


                      Three Months                                          

Nine Months


                   Ended September 30,                                         Ended September 30,
(dollars in
thousands)         2022            2021        $ Change       % Change         2022            2021       $ Change      % Change
Income tax
expense         $    (1,748 )    $ (1,117 )   $     (631 )           56 %   $    (5,313 )    $ (2,639 )   $  (2,674 )         101 %
Effective tax
rate                      6 %           9 %                                           6 %           4 %


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.

Nine 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.

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


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for the nine months ended September 30, 2022 and 2021.



                                                         Nine Months ended September 30,
                                                           2022                   2021
                                                                 (in thousands)
Cash and cash equivalents                            $        331,659       $        288,334
Working capital                                               892,884                861,244
Net cash and cash equivalents provided by
operating activities                                          183,209       

143,544


Net cash and cash equivalents used in investing
activities                                                   (211,121 )             (169,704 )
Net cash and cash equivalents used in financing
activities                                                     (1,179 )     

(57,303 )




Our cash and cash equivalents at September 30, 2022 were held for working
capital purposes. At September 30, 2022, $111.2 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 nine
months ended September 30, 2022 primarily reflected our net loss of $97.1
million, benefit from deferred income taxes of $0.6 million, $3.3 million
accretion of bond discounts, and gains on strategic investments of $4.2 million,
offset by non-cash expenses that included $42.6 million of depreciation and
amortization, $199.1 million in stock-based compensation, and $1.5 million of
amortization of debt discount and issuance costs. Working capital sources of
cash and cash equivalents primarily included a $63.7 million increase in
deferred revenue primarily resulting from the growth in the number of customers
invoiced during the period, a $19.6 million increase in right-of-use asset, a
$10.7 million increase in accounts payable related to timing of bill payments,
and $16.5 million increase in accrued expenses and other liabilities. These
sources of cash and cash equivalents were offset by a $8.9 million increase in
prepaid expenses and other assets, a $14.6 million decrease in operating lease
liabilities, a $22.2 million increase in deferred commissions, and a $20.1
million increase in accounts receivable as a result of increased billings to
customers.

Net cash and cash equivalents provided by operating activities during the nine
months ended September 30, 2021 primarily reflected our net loss of $61.5
million, the portion of the repayment of the 2022 Notes attributable to the debt
discount of $24.5 million, benefit from deferred income taxes of $1.3 million, a
gain on termination of operating leases of $4.3 million, and aggregate gains on
strategic investments of $11.7 million, offset by non-cash expenses that
included $33.2 million of depreciation and amortization, $120.8 million in
stock-based compensation, $2.9 million amortization of bond discounts, $18.1
million of amortization of debt discount and issuance costs, loss on disposal of
fixed assets of $6.5 million, and $4.8 million of loss on early extinguishment
of 2022 Notes. Working capital sources of cash and cash equivalents primarily
included a $66.8 million increase in deferred revenue primarily resulting from
the growth in the number of customers invoiced during the period, a $26.9
million increase in right-of-use asset, and $38.2 million increase in accrued
expenses and other liabilities. These sources of cash and cash equivalents were
offset by a $12.0 million increase in accounts payable related to timing of bill
payments, a $7.1 million increase in prepaid expenses and other assets, a $26.4
million decrease in operating lease liabilities, a $24.4 million increase in
deferred commissions, and a $2.2 million increase in accounts receivable as a
result of increased billings to customers consistent with the overall growth of
the business.

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 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 nine
months ended September 30, 2022 consisted primarily of $1.3 billion purchases of
investments, $31.4 million of purchased property and equipment, $19.9 million of
purchases of strategic

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investments, $31.4 million of capitalized software development costs, and a
$10.0 million purchase of intangible assets. These uses of cash were offset by
$1.0 billion 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 nine
months ended September 30, 2021 consisted primarily of $1.0 billion purchases of
investments, $17.4 million of purchased property and equipment, a $16.8 million
business acquisition, $10.2 million of purchases of strategic investments, $3.1
million in an equity method investment and $25.6 million of capitalized software
development costs. These uses of cash were offset by $940.8 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 nine months ended September 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
$10.0 million used for payment of employee taxes related to the net share
settlement of stock-based awards, offset by $29.7 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 nine months ended September 30, 2021 cash used in financing activities
consisted of $80.4 million used for repayment of the 2022 Notes attributable to
the principal and $11.7 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 $34.1 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 nine months ended September 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 the date of this report, we are committed to contribute additional capital
of $6.3 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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