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,
2020 filed with the SEC on February 16, 2021. 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, CMS Hub, and
Operations Hub (released in April 2021) as well as other tools and integrations
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. In addition, the CRM Platform was
built to easily and seamlessly integrate third party applications to further
customize to an individual company's industry or needs. We designed and built
our CRM Platform to serve a broad range of customers globally. Our CRM Platform
starts completely free and grows with our customers to meet their needs at
different stages in their life-cycles. It supports multiple languages and
currencies and offers an array of sophisticated features, including content
partitioning at the enterprise level for companies operating in or serving
multiple countries.



We focus on selling to mid-market business-to-business, or B2B, companies, which
we define as companies that have between two and 2,000 employees. While our CRM
Platform was built to grow with any company, we focus on selling to mid-market
businesses because we believe we have significant competitive advantages
attracting and serving this market segment. These mid-market businesses seek an
integrated, easy-to-implement and easy-to-use solution to reach customers and
compete with organizations that have larger marketing, sales, and customer
service budgets. We efficiently reach these businesses at scale through our
proven inbound methodology, our Solutions Partners, and our "freemium" model. A
Solutions Partner is a service provider that helps businesses with strategy,
execution, and implementation of go-to-market activities and technology
solutions. Our freemium model attracts customers who begin using our CRM
Platform through our free products and then upgrade to our paid products. As of
June 30, 2021, we had 4,981 full-time employees and 121,048 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 CRM Platform
and related professional services, which consist of customer on-boarding and
training services. Subscription revenue accounted for 97% of our total revenue
for the three months ended June 30, 2021, 96% of our total revenue for the six
months ended June 30, 2021, and 96% of our total revenue for both the three and
six months ended June 30, 2020. 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 and training services which are
designed to help customers enhance their ability to attract, engage and delight
their customers using our CRM Platform. Professional services and other revenue
accounted for 3% of total revenue for the three months ended June 30, 2021, 4%
of our total revenue for the six months ended June 30, 2021, and 4% of our total
revenue for both the three and six months ended June 30, 2020. We
expect professional services and other margins to range from a moderate loss to
breakeven for the foreseeable future.

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

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

COVID-19 Update





In March 2020, the World Health Organization, or WHO, declared the outbreak of a
disease caused by a novel strain of the coronavirus ("COVID-19") to be a
pandemic (the "pandemic"). This pandemic has had widespread, rapidly-evolving,
and unpredictable impacts on global societies, economies, financial markets, and
business practices. Federal and state governments have implemented 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.



Our focus remains on promoting employee health and safety, serving our
customers, and ensuring business continuity. As we continue to reassess local
restrictions across the globe and the administration of vaccine programs ramps
up and cases decline, we are moving towards slowly re-opening some our offices
on a staggered, region-to-region basis in accordance with local authority
guidelines while ensuring that our return to work is thoughtful, prudent, and
handled with an abundance of caution with the health of our employees being the
top priority.



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

Results of Operations for the Three and Six Months Ended June 30, 2021 and 2020



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

                                       23

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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.



                                            For the Three Months Ended          For the Six Months Ended
                                                     June 30,                           June 30,
                                           2021                2020               2021             2020
Revenues:
Subscription                            $  300,423       $         196,415     $  570,686       $  387,643
Professional services and other             10,365                   7,193         21,467           14,932
Total revenue                              310,788                 203,608        592,153          402,575
Cost of revenues:
Subscription                                51,134                  30,400         94,986           60,135
Professional services and other             11,743                   8,377         22,625           16,926
Total cost of revenues                      62,877                  38,777        117,611           77,061
Gross profit                               247,911                 164,831        474,542          325,514
Operating expenses:
Research and development                    72,104                  49,372        140,500           95,573
Sales and marketing                        157,799                 102,600        298,817          204,928
General and administrative                  34,610                  26,484         66,860           52,741
Total operating expenses                   264,513                 178,456        506,177          353,242
Loss from operations                       (16,602 )               (13,625 )      (31,635 )        (27,728 )
Other expense:
Interest income                                341                   2,135            816            6,192
Interest expense                            (7,179 )               (16,809 )      (16,578 )        (22,761 )
Other income (expense)                         528                     (91 )        1,188           (1,143 )
Total other expense                         (6,310 )               (14,765 )      (14,574 )        (17,712 )
Loss before income tax expense             (22,912 )               (28,390 )      (46,209 )        (45,440 )
Income tax expense                          (1,660 )                (1,011 )       (1,522 )         (1,677 )
Net loss                                $  (24,572 )     $         (29,401 )   $  (47,731 )     $  (47,117 )
Net loss per share, basic and diluted   $    (0.53 )     $           (0.67 )   $    (1.02 )     $    (1.08 )
Weighted average common shares used in
 computing basic and diluted net loss
per share:                                  46,777                  44,130         46,603           43,703




                                      Three Months               Six Months
                                     Ended June 30,            Ended June 30,
                                    2021         2020         2021         2020
Revenue:
Subscription                            97 %        96 %          96 %        96 %
Professional services and other          3           4             4           4
Total revenue                          100         100           100         100
Cost of revenue:
Subscription                            16          15            16          15
Professional services and other          4           4             4           4
Total cost of revenue                   20          19            20          19
Gross profit                            80          81            80          81
Operating expenses:
Research and development                23          24            24          24
Sales and marketing                     51          50            50          51
General and administrative              11          13            11          13
Total operating expenses                85          88            85          88
Loss from operations                    (5 )        (7 )          (5 )        (7 )
Total other expense                     (2 )        (7 )          (2 )        (4 )
Loss before income tax expense          (7 )       (14 )          (8 )       (11 )
Income tax expense                      (1 )        (0 )          (0 )        (0 )
Net loss                                (8 )%      (14 )%         (8 )%      (12 )%

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


                                       24

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Three and Six Months Ended June 30, 2021 Compared to the Three and Six Months
Ended June 30, 2020

Revenue



                                       Three Months                                              Six Months
                                      Ended June 30,                                           Ended June 30,

(dollars in thousands)              2021          2020        $ Change       % Change        2021          2020        $ Change       % Change
Revenues:
Subscription                      $ 300,423     $ 196,415     $ 104,008             53 %   $ 570,686     $ 387,643     $ 183,043             47 %

Professional services and other 10,365 7,193 3,172


        44 %      21,467        14,932         6,535             44 %
Total revenue                     $ 310,788     $ 203,608     $ 107,180             53 %   $ 592,153     $ 402,575     $ 189,578             47 %


Three month change



Subscription revenue increased during the three months ended June 30, 2021
compared to the same period in 2020 primarily due to the increase in Total
Customers, which grew from 86,672 as of June 30, 2020 to 121,048 as of June 30,
2021. Total Average Subscription Revenue per Customer increased from $9,466 for
the three months ended June 30, 2020 to $10,198 for the three months ended
June 30, 2021. The growth in Total Customers was primarily driven by our
increased sales representative capacity to meet market demand as well as an
increase in demand primarily for our Professional and Enterprise products. The
increase in average subscription revenue per customer was primarily driven by an
increase in demand for our Professional and Enterprise products, product
upgrades by existing customers and impact from customer mix.



Professional services and other revenue increased during the three months ended
June 30, 2021 compared to the same period in 2020 resulted primarily from the
increase in Total Customers and from the delivery of on-boarding and training
services for the additional subscriptions sold, as well as fees earned on
revenue share arrangements with third parties.


Six month change



Subscription revenue increased during the six months ended June 30, 2021
compared to the same period in 2020 primarily due to the increase in Total
Customers, which grew from 86,672 as of June 30, 2020 to 121,048 as of June 30,
2021. Total Average Subscription Revenue per Customer increased from $9,651 for
the six months ended June 30, 2020 to $10,111 for the six months ended June 30,
2021.The growth in Total Customers was primarily driven by our increased sales
representative capacity to meet market demand as well as an increase in demand
primarily for our Professional and Enterprise products. The increase in average
subscription revenue per customer was primarily driven by an increase in demand
for our Professional and Enterprise products, product upgrades by existing
customers and impact from customer mix.



Professional services and other revenue increased during the six months ended
June 30, 2021 compared to the same period in 2020 resulted primarily from the
increase in Total Customers and from the delivery of on-boarding and training
services for the additional subscriptions sold, as well as additional
advertising revenue generated from our acquisition of the Hustle, which is not
expected to recur, and fees earned on revenue share arrangements with third
parties.


Cost of Revenue, Gross Profit and Gross Margin Percentage





                               Three Months                                                Six Months
                              Ended June 30,                                             Ended June 30,

(dollars in thousands) 2021 2020 $ Change % Change 2021 2020 $ Change % Change Total cost of revenue $ 62,877 $ 38,777 $ 24,100

              62 %   $ 117,611     $  77,061     $  40,550             53 %
Gross profit              $ 247,911     $ 164,831     $   83,080              50 %   $ 474,542     $ 325,514     $ 149,028             46 %
Gross margin percentage          80 %          81 %                                         80 %          81 %




Total cost of revenue for the three and six months ended June 30, 2021 increased
compared to the same period in 2020 primarily due to an increase in subscription
and hosting costs, employee-related costs, amortization of capitalized software
development costs, allocated overhead expenses, offset by a decrease in
amortization of acquired technology due to certain acquired technology reaching
the end of its useful life during the third quarter of 2020. Gross margins
remained consistent year-over-year.



                                         Three Months                                            Six Months
                                        Ended June 30,                                         Ended June 30,
      (dollars in thousands)           2021         2020       $ Change    

% Change 2021 2020 $ Change % Change Subscription cost of revenue $ 51,134 $ 30,400 $ 20,734

             68 %   $ 94,986     $ 60,135     $  34,851             58 %
Percentage of subscription revenue         17 %         15 %                                      17 %         16 %




                                       25

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The increase in subscription cost of revenue for the three and six months ended
June 30, 2021 compared to the same period in 2020 was primarily due to the
following:



                                                                  Change
                                                     Three Months          Six Months
                                                    (in thousands)       (in thousands)
Subscription and hosting costs                     $         15,015     $   

24,918


Employee-related costs                                        4,168         

7,265


Amortization of capitalized software development
costs                                                         1,752         

3,221


Allocated overhead expenses                                     441         

732


Amortization of acquired technology                            (642 )             (1,285 )
                                                   $         20,734     $         34,851


Three month change



Subscription and hosting costs increased primarily due to growth in our Total
Customer base from 86,672 as of June 30, 2020 to 121,048 as of June 30, 2021.
Additionally, we saw higher subscription and hosting costs as we focus on the
security, reliability and performance of our CRM Platform. Employee-related
costs increased as a result of increased headcount as we continue to grow our
customer support organization to support our customer growth and improve service
levels and offerings. Amortization of capitalized software development costs
increased due to the increased number of developers working on our software
platform as we continue to develop new products and increased functionality.
Allocated overhead expenses increased due to the expansion of our leased space
and infrastructure as we continued to grow our business and expand headcount.
Amortization of acquired technology decreased due to certain acquired technology
reaching the end of its useful life during the third quarter of 2020.



Six month change



Subscription and hosting costs increased primarily due to growth in our Total
Customer base from 86,672 as of June 30, 2020 to 121,048 as of June 30, 2021.
Additionally, we saw higher subscription and hosting costs as we focus on the
security, reliability and performance of our CRM Platform. Employee-related
costs increased as a result of increased headcount as we continue to grow our
customer support organization to support our customer growth and improve service
levels and offerings. Amortization of capitalized software development costs
increased due to the increased number of developers working on our software
platform as we continue to develop new products and increased functionality.
Allocated overhead expenses increased due to the expansion of our leased space
and infrastructure as we continued to grow our business and expand headcount.
Amortization of acquired technology decreased due to certain acquired technology
reaching the end of its useful life during the third quarter of 2020.



                                              Three Months                                            Six Months
                                             Ended June 30,                                         Ended June 30,
(dollars in thousands)                      2021        2020        $ 

Change % Change 2021 2020 $ Change % Change Professional services and other cost of


 revenue                                  $ 11,743     $ 8,377     $    3,366             40 %   $ 22,625     $ 16,926     $    5,699             34 %
Percentage of professional services and
 other revenue                                 113 %       116 %                                      105 %        113 %




The increase in professional services and other cost of revenue for three and
six months ended June 30, 2021 compared to the same period in 2020 was primarily
due to the following:



                                             Change
                                Three Months          Six Months
                               (in thousands)       (in thousands)
Employee-related costs        $          2,464     $          4,550
Allocated overhead expenses                902                1,149
                              $          3,366     $          5,699


Three month change



Employee-related costs increased as a result of increased headcount as we
continue to grow our professional services organization to support our customer
growth. Allocated overhead expenses increased due to the expansion of our leased
space and infrastructure as we continued to grow our business and expand
headcount.



                                       26

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Six month change



Employee-related costs increased as a result of increased headcount as we
continue to grow our professional services organization to support our customer
growth. Allocated overhead expenses increased due to the expansion of our leased
space and infrastructure as we continued to grow our business and expand
headcount.

Research and Development



                                  Three Months                                             Six Months
                                 Ended June 30,                                          Ended June 30,

(dollars in thousands) 2021 2020 $ Change % Change 2021 2020 $ Change % Change Research and development $ 72,104 $ 49,372 $ 22,732

             46 %   $ 140,500     $ 95,573     $  44,927             47 %
Percentage of total revenue         23 %         24 %                                       24 %         24 %




The increase in research and development expense for the three and six months
ended June 30, 2021 compared to the same period in 2020 was primarily due to the
following:



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

Employee-related costs $ 18,290 $ 35,728 Allocated overhead expenses

             2,563                4,808
Hosting expenses                        1,879                4,391
                              $        22,732     $         44,927


Three month change



Employee-related costs increased as a result of increased headcount as we
continue to grow our engineering organization to develop new products, increase
functionality and to maintain our existing CRM Platform. Hosting expense
increased due to incremental spend associated with product development
infrastructure that is unrelated to the hosting of our CRM Platform for paying
customers. 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 CRM Platform. Hosting expense
increased due to incremental spend associated with product development
infrastructure that is unrelated to the hosting of our CRM Platform for paying
customers. 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                                              Six Months
                                  Ended June 30,                                           Ended June 30,

(dollars in thousands) 2021 2020 $ Change % Change 2021 2020 $ Change % Change Sales and marketing

$ 157,799     $ 102,600     $  55,199             54 %   $ 298,817     $ 204,928     $  93,889             46 %
Percentage of total revenue          51 %          50 %                                       50 %          51 %




                                       27

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The increase in sales and marketing expense for the three and six months ended
June 30, 2021 compared to the same period in 2020 was primarily due to the
following:



                                                           Change
                                             Three Months          Six Months
                                            (in thousands)       (in thousands)
Employee-related costs                      $        33,715     $         55,431
Marketing programs                                   10,102               18,650
Solutions Partner commissions                         7,042               

11,371


Allocated overhead expenses                           4,258                

8,269


Amortization of acquired intangible asset                82                  168
                                            $        55,199     $         93,889


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. Marketing programs increased due to the timing and size of certain
marketing efforts as we continue to make investments in attracting new
customers. Solutions Partner commissions increased as a result of increased
revenue generated through our partners. Allocated overhead expenses increased
due to expanding our leased space and infrastructure as we continue to grow our
business and expand headcount. Amortization of acquired intangible assets
increased due to the amortization of customer relationships associated with our
acquisition of the Hustle in the first quarter of 2021.



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. Marketing programs increased due to the timing and size of certain
marketing efforts as we continue to make investments in attracting new
customers. Solutions Partner commissions increased as a result of increased
revenue generated through our partners. Allocated overhead expenses increased
due to expanding our leased space and infrastructure as we continue to grow our
business and expand headcount. Amortization of acquired intangible assets
increased due to the amortization of customer relationships associated with our
acquisition of the Hustle in the first quarter of 2021.



General and Administrative



                                  Three Months                                             Six Months
                                 Ended June 30,                                          Ended June 30,

(dollars in thousands) 2021 2020 $ Change % Change 2021 2020 $ Change % Change General and administrative $ 34,610 $ 26,484 $ 8,126

             31 %   $ 66,860     $ 52,741     $  14,119             27 %
Percentage of total revenue         11 %         13 %                                       11 %         13 %




The increase in general and administrative expense for the three and six months
ended June 30, 2021 compared to the same period in 2020 was primarily due to the
following:



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

Employee-related costs $ 5,042 $ 6,913 Allocated overhead expenses

              1,251                3,984
Customer credit card fees                1,833                3,222
                              $          8,126     $         14,119


Three month change



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



Six month change

                                       28

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



Other expense

                            Three Months                                                 Six Months
                           Ended June 30,                                              Ended June 30,
(dollars in
thousands)               2021          2020         $ Change       % Change         2021           2020         $ Change      % Change
Interest income        $    341      $   2,135      $  (1,794 )          (84 )%   $     816      $   6,192      $  (5,376 )         (87 )%
Percentage of total
revenue                       *              1 %                                          0 %            2 %
Interest expense       $ (7,179 )    $ (16,809 )    $   9,630            (57 )%   $ (16,578 )    $ (22,761 )    $   6,183           (27 )%
Percentage of total
revenue                      (2 )%          (8 )%                                        (3 )%          (6 )%
Other income
(expense)              $    528      $     (91 )    $     619            680 %    $   1,188      $  (1,143 )    $   2,331           204 %
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 the three and six months ended June 30, 2021 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 decrease during the three
and six months ended June 30, 2021 is primarily due to the loss on the early
extinguishment of our 2022 Notes of $10.5 million recorded in the three and six
months ended June 30, 2020, offset by the amortization of the debt discount and
issuance costs related to the 2025 Notes.

Other income (expense) 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 other
income during the three and six months ended June 30, 2021 were primarily due to
exchange rate fluctuations and a gain recorded on our strategic investments
(Note 4).

Income tax expense



                             Three Months                                              Six Months
                            Ended June 30,                                           Ended June 30,
(dollars in thousands)     2021         2020        $ Change       % Change

2021 2020 $ Change % Change Income tax expense $ (1,660 ) $ (1,011 ) $ (649 )

            64 %   $ (1,522 )   $ (1,677 )   $     155             (9 )%
Effective tax rate              7 %          4 %                                         3 %          4 %




Income tax expense consists of current and deferred taxes for U.S. and foreign
income taxes. The increase in the income tax expense in the three months ended
June 30, 2021 compared to the same period in 2020 was primarily driven by
increased income in jurisdictions outside of the United States that are
profitable from a tax perspective. The decrease in the six months ended June 30,
2021 compared to the same period in 2020 was primarily driven by a non-recurring
income tax benefit relating to the release of a portion of the Company's
valuation allowance, offset by increased income in jurisdictions outside of the
United States that are profitable from a tax perspective. 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.



                                       29

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Liquidity and Capital Resources





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

The following table shows cash and cash equivalents, working capital, net cash
and cash equivalents provided by operating activities, net cash and cash
equivalents used in investing activities, and net cash and cash equivalents
provided by financing activities for the six months ended June 30, 2021 and
2020.



                                                         Six Months ended June 30,
                                                         2021                  2020
                                                               (in thousands)
Cash and cash equivalents                           $       338,336       $      201,086
Working capital                                             862,418              962,873
Net cash and cash equivalents provided by (used
in) operating activities                                    100,891              (10,679 )
Net cash and cash equivalents used in investing
activities                                                 (110,740 )           (277,154 )
Net cash and cash equivalents (used in) provided
by financing activities                                     (26,729 )            213,577




Our cash and cash equivalents at June 30, 2021 were held for working capital
purposes. At June 30, 2021, $113.0 million of our cash and cash equivalents was
held in accounts outside the United States. As of December 31, 2018, we no
longer 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, 2021 primarily reflected our net loss of $47.7 million,
the portion of the repayment of the 2022 Notes attributable to the debt discount
of $13.0 million, benefit from deferred income taxes of $1.1 million, and a gain
on strategic investments of $1.0 million, offset by non-cash expenses that
included $21.7 million of depreciation and amortization, $75.9 million in
stock-based compensation, $1.7 million amortization of bond discounts, $12.5
million of amortization of debt discount and issuance costs, and $3.1 million of
loss on early extinguishment of 2022 Notes. Working capital sources of cash and
cash equivalents primarily included a $49.4 million increase in deferred revenue
primarily resulting from the growth in the number of customers invoiced during
the period, a $8.9 million decrease in accounts receivable related to increased
collection, a $18.5 million increase in right-of-use asset, and $15.5 million
increase in accrued expenses and other liabilities. These sources of cash and
cash equivalents were offset by a $1.3 million increase in accounts payable
related to timing of bill payments, a $7.7 million increase in prepaid expenses
and other assets, a $18.4 million decrease in operating lease liabilities, and a
$16.4 million increase in deferred commissions.

Net cash and cash equivalents 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.

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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, an acquisition of a
business, purchases of strategic investments, an equity method investment and
capitalization of software development costs. Capitalized software development
costs are related to new products or improvements to our existing software
platform that expands the functionality for our customers.

Net cash and cash equivalents used in investing activities during the six months
ended June 30, 2021 consisted primarily of $654.1 million purchases of
investments, $10.7 million of purchased property and equipment, a $16.8 million
business acquisition, $6.2 million of purchases of strategic investments, $3.1
million in an equity method investment and $16.4 million of capitalized software
development costs. These uses of cash were offset by $596.6 million received
related to the maturity of investments.

Net cash and cash equivalents 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 Provided by Financing Activities



Our financing activities have consisted primarily of the various components of
our 2022 Notes repayment, the various components of our 2025 Notes offering, the
issuance of 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, 2021 cash used in financing activities
consisted of $45.4 million used for repayment of the 2022 Notes attributable to
the principal and $6.9 million used for payment of employee taxes related to the
net share settlement of stock-based awards, offset by $0.7 million of proceeds
from the settlement of the Convertible Note Hedges related to the 2022 Notes and
$24.9 million of proceeds related to issuance of common stock under stock plans.

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.



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, 2021 as compared to the critical
accounting policies and estimates disclosed in our Annual Report on Form 10-K
for the year ended December 31, 2020.



Contractual Obligations and Commitments



As of June 30, 2021, 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 16, 2021, 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



As of June 30, 2021, we are committed to contribute additional capital of $9.4
million to the Black Economic Development Fund (Note 5). 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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