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,
2019 filed with the SEC on February 12, 2020. 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 marketing, sales, and customer service software
platform, which we refer to as our Growth Platform, that enables businesses to
grow better. At HubSpot, we are committed to helping our customers grow better,
which means helping them grow without compromise, always solving for the
customer, and creating a better experience for customers and company alike. To
that end, our Growth Platform, comprised of Marketing Hub, Sales Hub, Service
Hub, Content Management System, or CMS, Hub (released in April 2020), and a free
customer relationship management system, or CRM, features integrated
applications and tools that enable businesses to create a cohesive and adaptable
customer experience throughout the customer lifecycle.

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
Growth 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 Growth Platform through our free products and then upgrade to
our paid products. As of June 30, 2020, we had 3,769 full-time employees and
86,672 Total 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 Growth
Platform and related professional services, which consist of customer
on-boarding and training services. Subscription revenue accounted for 96% of
total revenue for the three and six months ended June 30, 2020 and 95% of total
revenue for the three and six months ended June 30, 2019. 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, subdomains and
website visits. Our customers purchase a subscription to one or more of our
products and commit for a specified subscription period, which is typically 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 and training services which are
designed to help customers enhance their ability to attract, engage and delight
their customers using our Growth Platform. Professional services and other
revenue accounted for 4% of total revenue for the three and six months ended
June 30, 2020 and 5% of total revenue for the three and six months ended June
30, 2019. We expect professional services and other margins to range from a
moderate loss to breakeven for the foreseeable future.

COVID-19 Update



In March 2020, the World Health Organization, or WHO, declared the outbreak of a
disease caused by a novel strain of the coronavirus (COVID-19) to be a pandemic,
or pandemic. This pandemic is having widespread, rapidly-evolving, and
unpredictable impacts on global societies, economies, financial markets, and
business practices. Federal and state governments have implemented measures in
an effort to contain the virus, including physical distancing, travel bans and
restrictions, closure of non-essential businesses, quarantines, work-from-home
directives, shelter-in-place orders, and limitations on public gatherings. These
measurements have caused, and are continuing to cause, business slowdowns or
shutdowns in affected areas, both regionally and worldwide.

                                       24

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Our focus remains on promoting employee health and safety, serving our
customers, and ensuring business continuity. In March 2020, we temporarily
closed our global offices, including our corporate headquarters, suspended all
company-related travel, and all HubSpot employees globally were required to work
from home. We shifted our Solutions Partner events and INBOUND 2020 to
virtual-only experiences, and have cancelled other customer and industry events.
We have begun to slowly re-open our offices on a staggered, region-to-region
basis in accordance with local authority guidelines, and are working to ensure
that our return to work is thoughtful, prudent, and handled with an abundance of
caution with the health of our employees being the top priority.

Given that the economic consequences of the pandemic have been exceptionally
challenging for many of our customers and prospects, we also implemented certain
changes to our pricing structure in March 2020, including reducing prices on our
Starter Growth Suite, offering certain product functionality free of charge,
suspending marketing email send limits, and offering a six-month advance on
commissions to certain of our Solutions Partners.

The broader implications of the pandemic on our results of operations and
overall financial performance remain uncertain. The pandemic and its adverse
effects are prevalent in the locations where we, our customers, and partners
conduct business. As a result, we have experienced and may continue to
experience curtailed customer demand that could adversely impact our business,
results of operations and overall financial performance in future periods.
Specifically, we may be impacted by changes in our customers' ability or
willingness to purchase our offerings; changes in the timing of our current or
prospective customers' purchasing decisions; pricing discounts or extended
payment terms; reductions in the amount or duration of customers' subscription
contracts; or increased customer attrition rates. While our revenue, customer
retention, and earnings are relatively predictable as a result of our
subscription-based business model, the effect of the pandemic and the resulting
decrease in customer demand will not be fully reflected in our results of
operations and overall financial performance until future periods.

While the implications of the pandemic remain uncertain, we plan to continue to
make investments to support business growth. 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 Growth Platform within existing
customers, develop new products and applications to extend the functionality of
our Growth Platform and provide a high level of customer service. We expect to
invest in sales and marketing to support customer growth. We also expect to
invest in research and development as we continue to introduce new products and
applications to extend the functionality of our Growth 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 to invest in our data
center infrastructure and services capabilities in order to support continued
customer growth. We also expect to continue to incur general and administrative
expenses to support our business and to maintain 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 stock offerings to fund these growth
strategies and support our business despite the potential impact from the
pandemic and do not expect to be profitable in the near term.

See the section titled "Risk Factors" included under Part II, Item 1A below for further discussion of the possible impact of the pandemic on our business.


                                       25

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Results of Operations for the three and six months ended June 30, 2020 and 2019



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)              2020          2019          2020          2019
Revenues:
Subscription                      $ 196,415     $ 155,876     $ 387,643     $ 300,102
Professional services and other       7,193         7,379        14,932        14,951
Total revenue                       203,608       163,255       402,575       315,053
Cost of revenues:
Subscription                         30,400        23,578        60,135        44,879

Professional services and other 8,377 7,564 16,926


   15,841
Total cost of revenues               38,777        31,142        77,061        60,720
Gross profit                        164,831       132,113       325,514       254,333
Operating expenses:
Research and development             49,372        40,456        95,573        75,633
Sales and marketing                 102,600        84,079       204,928       158,984
General and administrative           26,484        23,303        52,741        44,477
Total operating expenses            178,456       147,838       353,242       279,094
Loss from operations                (13,625 )     (15,725 )     (27,728 )     (24,761 )
Other expense:
Interest income                       2,135         5,424         6,192         9,598
Interest expense                    (16,809 )      (5,673 )     (22,761 )     (11,186 )
Other expense                           (91 )        (672 )      (1,143 )        (684 )
Total other expense                 (14,765 )        (921 )     (17,712 )      (2,272 )
Loss before income tax expense      (28,390 )     (16,646 )     (45,440 )     (27,033 )
Income tax expense                   (1,011 )        (711 )      (1,677 )      (1,424 )
Net loss                          $ (29,401 )   $ (17,357 )   $ (47,117 )   $ (28,457 )




                                     Three Months               Six Months
                                    Ended June 30,            Ended June 30,
                                   2020         2019         2020         2019
Revenue:
Subscription                           96 %        95 %          96 %        95 %
Professional services and other         4           5             4           5
Total revenue                         100         100           100         100
Cost of revenue:
Subscription                           15          14            15          14
Professional services and other         4           5             4           5
Total cost of revenue                  19          19            19          19
Gross profit                           81          81            81          81
Operating expenses:
Research and development               24          25            24          24
Sales and marketing                    50          52            51          50
General and administrative             13          14            13          14
Total operating expenses               88          91            88          89
Loss from operations                   (7 )       (10 )          (7 )        (8 )
Total other expense                    (7 )        (1 )          (4 )        (1 )
Loss before income tax expense        (14 )       (10 )         (11 )        (9 )
Income tax expense                     (0 )         -            (0 )         -
Net loss                              (14 )%      (11 )%        (12 )%       (9 )%

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


                                       26

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Three and Six Months Ended June 30, 2020 Compared to the Three and Six Months
Ended June 30, 2019

Revenue

                                      Three Months Ended June 30,                                           Six Months Ended June 30,
(dollars in thousands)                 2020                 2019           $ Change        % Change          2020               2019          $ Change        % Change
Revenues:
Subscription                      $      196,415       $      155,876     $    40,539             26 %   $     387,643       $   300,102     $    87,541             29 %
Professional services and other            7,193                7,379            (186 )           -3 %          14,932            14,951             (19 )            0 %
Total revenue                     $      203,608       $      163,255     $    40,353             25 %   $     402,575       $   315,053     $    87,522             28 %




Three month change



Subscription revenue increased during the three months ended June 30, 2020
compared to the same period in 2019 primarily due to the increase in Total
Customers, which grew from 64,836 as of June 30, 2019 to 86,672 as of June 30,
2020. Total Average Subscription Revenue per Customer decreased from $9,913 for
the three months ended June 30, 2019 to $9,466 for the three months ended June
30, 2020. The growth in Total Customers was primarily driven by our increased
sales representative capacity to meet market demand as well as the freemium
model. The decrease in average subscription revenue per customer was driven
primarily by the volume of continued purchases of our lower priced starter
products and downgrades as a result of the pandemic.

The 3% decrease in professional services and other revenue resulted primarily
from changes to our pricing structure in March, as well as fewer events and
classroom trainings being held due to social gathering restrictions and travel
bans caused by the pandemic.



Six month change



Subscription revenue increased during the six months ended June 30, 2020
compared to the same period in 2019 primarily due to the increase in Total
Customers, which grew from 64,836 as of June 30, 2019 to 86,672 as of June 30,
2020. Total Average Subscription Revenue per Customer decreased from $9,871 for
the six months ended June 30, 2019 to $9,651 for the six months ended June 30,
2020. The growth in Total Customers was primarily driven by our increased sales
representative capacity to meet market demand as well as the freemium model. The
decrease in average subscription revenue per customer was driven primarily by
the volume of continued purchases of our lower priced starter products and
downgrades as a result of the pandemic.



The slight decrease in professional services and other revenue resulted primarily from changes to our pricing structure in March, as well as fewer events and classroom trainings being held due to social gathering restrictions and travel bans caused by the pandemic.

Cost of Revenue, Gross Profit and Gross Margin Percentage





                                   Three Months Ended June 30,                                         Six Months Ended June 30,
(dollars in thousands)              2020                 2019           $ Change       % Change          2020               2019         $ Change       % Change
Total cost of revenue          $       38,777       $       31,142     $    7,635             25 %   $      77,061       $   60,720     $   16,341             27 %
Gross profit                   $      164,831       $      132,113     $   32,718             25 %   $     325,514       $  254,333     $   71,181             28 %
Gross margin percentage                    81 %                 81 %                                            81 %             81 %




Total cost of revenue for the three and six months ended June 30, 2020 increased
compared to the same period in 2019 primarily due to an increase in subscription
and hosting costs, amortization of capitalized software development costs,
employee-related costs, allocated overheard expenses, and amortization of
acquired technology. Gross margins remained consistent year-over-year.



                                            Three Months Ended June 30,                                           Six Months Ended June 30,
(dollars in thousands)                       2020                 2019     

     $ Change       % Change          2020                2019           $ Change       % Change
Subscription cost of revenue            $       30,400       $       23,578     $    6,822             29 %   $      60,135       $      44,879     $   15,256             34 %
Percentage of subscription revenue                  15 %                 15 %                                            16 %                15 %




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The increase in subscription cost of revenue for the three and six months ended
June 30, 2020 compared to the same period in 2019 was primarily due to the
following:



                                                                        Change
                                                           Three Months          Six Months
                                                          (in thousands)       (in thousands)
Subscription and hosting costs                           $          5,386     $         11,324
Amortization of capitalized software development costs                921                1,817
Employee-related costs                                                288                1,556
Allocated overhead expenses                                           148                  400
Amortization of acquired technology                                    79                  159
                                                         $          6,822     $         15,256




Three month change



Subscription and hosting costs increased primarily due to growth in our Total
Customer base from 64,836 as of June 30, 2019 to 86,672 as of June 30, 2020.
Additionally, we saw higher subscription and hosting costs as we focus on the
security, reliability and performance of our Growth Platform. 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. Employee-related costs increased as a
result of increased headcount as we continue to grow our customer support
organization to support our customer growth and improve service levels and
offerings, offset by reduced discretionary spending as a result of the pandemic.
Allocated overhead expenses increased due to the expansion of our leased space
and infrastructure as we continued to grow our business and expand
headcount. Amortization of acquired technology increased due to acquired
technology being placed into service during the fourth quarter of 2019.



Six month change



Subscription and hosting costs increased primarily due to growth in our Total
Customer base from 64,836 as of June 30, 2019 to 86,672 as of June 30, 2020.
Additionally, we saw higher subscription and hosting costs as we focus on the
security, reliability and performance of our Growth Platform. 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. Employee-related costs increased as a
result of increased headcount as we continue to grow our customer support
organization to support our customer growth and improve service levels and
offerings, offset by reduced discretionary spending as a result of the pandemic.
Allocated overhead expenses increased due to the expansion of our leased space
and infrastructure as we continued to grow our business and expand
headcount. Amortization of acquired technology increased due to acquired
technology being placed into service during the fourth quarter of 2019.





                                             Three Months Ended June 30,                                           Six Months Ended June 30,
(dollars in thousands)                        2020                2019           $ Change        % Change          2020                2019           $ Change       % Change
Professional services and other cost of
revenue                                   $       8,377       $       7,564     $       813             11 %   $      16,926        $     15,841     $     1,085             7 %
Percentage of professional services and
other revenue                                       116 %               103 %                                            113 %               106 %



The increase in professional services and other cost of revenue for the three and six months ended June 30, 2020 compared to the same period in 2019 was primarily due to the following:





                                                                        Change
                                                           Three Months          Six Months
                                                          (in thousands)       (in thousands)
Employee-related costs and allocated overhead expenses   $            813     $          1,085
                                                         $            813     $          1,085




Three month change

                                       28

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Employee-related costs and allocated overhead expenses increased as a result of increased headcount as we continue to grow our professional services organization to support our customer growth.





Six month change


Employee-related costs and allocated overhead expenses increased as a result of increased headcount as we continue to grow our professional services organization to support our customer growth.



Research and Development



                                          Three Months Ended June 30,                                             Six Months Ended June 30,
(dollars in thousands)                     2020                 2019           $ Change       % Change            2020                2019          $ Change       % Change
Research and development              $       49,372       $       40,456     $    8,916             22 %     $      95,573       $      75,633     $  19,940             26 %
Percentage of total revenue                       24 %                 25 %                                              24 %                24 %




The increase in research and development expense for the three and six months
ended June 30, 2020 compared to the same period in 2019 was primarily due to the
following:



                                             Change
                                Three Months          Six Months
                               (in thousands)       (in thousands)

Employee-related costs $ 6,809 $ 15,914 Allocated overhead expenses

              2,107                4,026
                              $          8,916     $         19,940




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 Growth Platform, offset by reduced
discretionary spending as a result of the pandemic. Allocated overhead expense
increased due to expanding our leased space and infrastructure as we continue to
grow our business and expand headcount.



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 Growth Platform, offset by reduced
discretionary spending as a result of the pandemic. Allocated overhead expense
increased due to expanding our leased space and infrastructure as we continue to
grow our business and expand headcount.

 Sales and Marketing



                                            Three Months Ended June 30,                                        Six Months Ended June 30,
(dollars in thousands)                       2020                 2019          $ Change       % Change          2020               2019        $ Change       % Change
Sales and marketing                     $       102,600       $      84,079     $  18,521             22 %   $     204,928       $  158,984     $  45,944             29 %
Percentage of total revenue                          50 %                52 %                                           51 %             50 %




                                       29

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The increase in sales and marketing expense for the three and six months ended
June 30, 2020, compared to the same period in 2019 was primarily due to the
following:

                                               Change
                                 Three Months          Six Months
                                (in thousands)       (in thousands)
Employee-related costs          $        11,176     $         28,878
Allocated overhead expenses               3,270                6,069
Solutions Partner commissions             3,032                7,230
Marketing programs                        1,043                3,767
                                $        18,521     $         45,944




Three month change



Employee-related costs increased as a result of increased headcount as we
continue to expand our selling and marketing organizations to grow our customer
base, offset by reduced discretionary spending as a result of the pandemic.
Allocated overhead expenses increased due to expanding our leased space and
infrastructure as we continue to grow our business and expand headcount.
Solutions Partner commissions increased as a result of increased revenue
generated through our partners. Marketing programs increased due to the timing
and size of certain marketing efforts as we continue to make investments in
attracting new customers.



Six month change



Employee-related costs increased as a result of increased headcount as we
continue to expand our selling and marketing organizations to grow our customer
base, offset by reduced discretionary spending as a result of the pandemic.
Allocated overhead expenses increased due to expanding our leased space and
infrastructure as we continue to grow our business and expand headcount.
Solutions Partner commissions increased as a result of increased revenue
generated through our partners. Marketing programs increased due to the timing
and size of certain marketing efforts as we continue to make investments in
attracting new customers.



General and Administrative





                                          Three Months Ended June 30,                                           Six Months Ended June 30,
(dollars in thousands)                     2020                 2019           $ Change       % Change          2020                2019           $ Change       % Change
General and administrative            $       26,484       $       23,303     $    3,181             14 %   $      52,741       $      44,477     $    8,264             19 %
Percentage of total revenue                       13 %                 14 %                                            13 %                14 %




The increase in general and administrative expense for the three and six months
ended June 30, 2020 compared to the same period in 2019 was primarily due to the
following:



                                             Change
                                Three Months          Six Months
                               (in thousands)       (in thousands)
Allocated overhead expenses   $          1,831     $          3,101
Employee-related costs                     728                3,790
Customer credit card fees                  622                1,373
                              $          3,181     $          8,264




Three month change



Allocated overhead expenses increased due to expanding our leased space and
infrastructure as we continue to grow our business and expand headcount.
Employee-related costs increased as a result of increased headcount as we
continue to grow our business and require additional personnel to support our
expanded operations, offset by reduced discretionary spending as a result of the
pandemic. Customer credit card fees increased due to increased customer
transactions as we continue to grow our business.



Six month change



                                       30

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Allocated overhead expenses increased due to expanding our leased space and
infrastructure as we continue to grow our business and expand headcount.
Employee-related costs increased as a result of increased headcount as we
continue to grow our business and require additional personnel to support our
expanded operations, offset by reduced discretionary spending as a result of the
pandemic. Customer credit card fees increased due to increased customer
transactions as we continue to grow our business.



Other expense

                                 Three Months Ended June 30,                                          Six Months Ended June 30,
(dollars in thousands)             2020                 2019          $ Change       % Change           2020               2019         $ Change       % Change
Interest income               $        2,135        $      5,424      $  (3,289 )          (61 )%   $       6,192        $   9,598      $  (3,406 )         (35) %
Percentage of total revenue                1 %                 3 %                                              2 %              3 %
Interest expense              $      (16,809 )      $     (5,673 )    $ 

(11,136 ) 196 % $ (22,761 ) $ (11,186 ) $ (11,575 )

          103 %
Percentage of total revenue               (8 )%               (3 )%                                            (6 )%            (4 )%
Other expense                 $          (91 )      $       (672 )    $     581           (86) %    $      (1,143 )      $    (684 )    $    (459 )           67 %
Percentage of total revenue         *                          *                                          *                  *


* not meaningful


Interest income primarily consists of interest earned on invested cash and cash
equivalents balances and investments. The decrease during three and six months
ended June 30, 2020 is due to a decrease in yields on our investment balances.

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 increase during the three
and six months ended June 30, 2020 was primarily due to the $10.5 million loss
on the early extinguishment of our 2022 Notes.

Other expense primarily consists of the impact of foreign currency transaction
gains and losses associated with monetary assets and liabilities. The increase
(decrease) during the three and six months ended June 30, 2020 was primarily due
to exchange rate fluctuations.

Income tax expense



                              Three Months Ended June 30,                                       Six Months Ended June 30,
(dollars in thousands)          2020             2019          $ Change       % Change          2020                2019           $ Change       % Change
Income tax expense            $  (1,011 )     $      (711 )   $     (300 )           42 %   $      (1,677 )     $      (1,424 )   $     (253 )           18 %
Effective tax rate                    4 %               4 %                                             4 %                 5 %



Income tax expense consists of current and deferred taxes for U.S. and foreign income taxes.

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, 2020 and
2019.



                                                         Six Months Ended June 30,
                                                         2020                  2019
                                                               (in thousands)
Cash and cash equivalents                           $       201,086       $      238,080
Working capital                                             962,873              809,963
Net cash and cash equivalents (used in) provided
by operating activities                                     (10,679 )       

51,413


Net cash and cash equivalents used in investing
activities                                                 (277,154 )           (273,153 )
Net cash and cash equivalents provided by
financing activities                                        213,577              350,426


                                       31

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Our cash and cash equivalents at June 30, 2020 were held for working capital
purposes. At June 30, 2020, $51.3 million of our cash and cash equivalents was
held in accounts outside the United States. We do not assert indefinite
reinvestment of our foreign earnings because these earnings have been subject to
United States Federal tax.  While we have concluded that any incremental tax
incurred upon ultimate distribution of these earnings to be immaterial, our
current plans do not demonstrate a need to repatriate undistributed earnings to
fund our U.S. operations.



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

Net Cash and Cash Equivalents Provided by Operating Activities

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



Net cash and cash equivalents provided by operating activities during the six
months ended June 30, 2020, primarily reflected our net loss of $47.1 million,
the portion of the repayment of the 2022 Notes attributable to the debt discount
of $48.7 million and accretion of bond discounts of $3.5 million offset by
non-cash expenses that included $17.7 million of depreciation and amortization,
$58.8 million in stock-based compensation, $10.5 million of loss on early
extinguishment of 2022 Notes and $11.7 million of amortization of debt discount
and issuance costs. Working capital sources of cash and cash equivalents
included a $7.1 million increase in deferred revenue primarily resulting from
the growth in the number of customers invoiced during the period, a $5.9 million
decrease in accounts receivable related to increased collection, a $1.8 million
increase in accounts payable related to timing of bill payments, a $13.4 million
increase in right-of-use asset, and a $0.4 million increase in accrued expenses
and other liabilities. These sources of cash and cash equivalents were offset by
a $20.4 million increase in prepaid expenses and other assets, a $12.3 million
decrease in operating lease liabilities, and a $5.8 million increase in deferred
commissions.

Net cash and cash equivalents provided by operating activities during the six
months ended June 30, 2019 primarily reflected our net loss of $28.5 million and
accretion of bond discounts of $6.8 million offset by non-cash expenses that
included $14.0 million of depreciation and amortization, $49.9 million in
stock-based compensation and $10.7 million of amortization of debt discount and
issuance costs. Working capital sources of cash and cash equivalents included an
$12.8 million increase in deferred revenue primarily resulting from the growth
in the number of customers invoiced during the period, a $3.9 million decrease
in accounts receivable related to increased collection, a $9.3 million increase
in right-of-use asset, a $5.0 million increase in accounts payable related to
timing of bill payments, and a $3.3 million increase in accrued expenses and
other liabilities. These sources of cash and cash equivalents were offset by a
$10.2 million decrease in lease liabilities, a $6.3 million increase in prepaid
expenses and other assets, and a $5.5 million increase in deferred commissions

Net Cash and Cash Equivalents Used in Investing Activities



Our investing activities have consisted primarily of purchases, maturities and
sale of investments, property and equipment purchases, 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, 2020 consisted primarily of $967.0 million purchases of
investments, $19.9 million of purchased property and equipment, $1.0 million of
purchases of strategic investments, and $10.2 million of capitalized software
development costs. These uses of cash were offset by $710.0 million received
related to the maturity of investments and $10.9 million received for sale of
investments.

Net cash and cash equivalents used in investing activities during the six months
ended June 30, 2019 consisted primarily of $597.8 million purchases of
investments, $12.1 million of purchased property and equipment, $5.3 million of
capitalized software development costs, and $0.4 million of purchases of
strategic investments. These uses of cash were offset by $342.4 million received
related to the maturity of investments.

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Net Cash and Cash Equivalents Provided by Financing Activities



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

For the six months ended June 30, 2020 cash provided by financing activities
consisted of $450.6 million of net proceeds from the issuance of the 2025 Notes,
$362.5 million of proceeds from the settlement of the Convertible Note Hedges
related to the 2022 Notes, and $15.2 million of proceeds related to issuance of
common stock under stock plans. This source of cash was offset by $234.4 million
used for repayment of the 2022 Notes attributable to the principal, $327.5
million for payment to settle the Warrants related to the 2022 Notes, $50.6
million for payment of the Capped Call Options related to the 2025 Notes, and
$2.2 million used for payment of employee taxes related to the net share
settlement of stock-based awards.

For the six months ended June 30, 2019, cash provided by financing activities
consisted primarily of $342.6 million of net proceeds related to common stock
offering and $10.7 million of proceeds related to issuance of common stock under
stock plans. This source of cash was offset by $2.7 million used for payment of
employee taxes related to the net share settlement of stock-based awards.



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, 2020 as compared to the critical
accounting policies and estimates disclosed in our Annual Report on Form 10-K
for the year ended December 31, 2019.



Contractual Obligations and Commitments



As of June 30, 2020, there were no material changes in our contractual
obligations and commitments from those disclosed in the Annual Report on Form
10-K filed with the SEC on February 12, 2020, other than those 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



During the three months ended June 30, 2020 we had no 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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