10-K/A
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2022
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SVMK
Delaware | 80-0765058 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value |
| The Nasdaq Stock Market LLC (The Nasdaq Global Select Market) |
Large accelerated filer ☒ | Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company ☐ | |
Emerging growth company ☐ |
Portions of the registrant’s definitive proxy statement for the registrant’s annual meeting of stockholders are incorporated by reference into Part III of this
SVMK Inc.
Annual Report on Form 10-K
10-K/A
2022
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| PART III |
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PART IV | |||
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FORWARD-LOOKING STATEMENTS
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We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report on Form 10-K and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statementsdoes not otherwise reflect events occurring after the original date of the Form 10-K; accordingly, this Amendment should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
PART I
Item 1. Business
Overview
SurveyMonkey is a leader in agile software solutions that help companies turn stakeholder feedback into action. Our platform empowers users to collect, analyze, and act on feedback from customers, employees, website and app users, and market research audiences. SurveyMonkey’s products enable more than 345,000 organizations to deliver better customer experiences, increase employee retention, and unlock growth and innovation.
We are continuing our rapid evolution from a self-serve online survey tool provider into an enterprise Software-as-a-Service (“SaaS”) company. Through a combination of product innovations and acquisitions, we now offer SaaS feedback solutions across three major product pillars—Surveys, Customer Experience, and Market Research. Concurrently, we are building a sales force to increase new sales and cross-sell our SaaS offerings into small, midsize, and large enterprises. In 2020, approximately 29% of our total revenue was generated from customers who purchased software through our enterprise sales force, up from 21% in 2019.
To capitalize on the virality of our platform and the scale of business use cases in our user base, we are executing against a two-part growth strategy: 1) deliver new features and product tiers to drive platform usage and increase the conversion of free users to paid subscribers in our self-serve channel; and 2) continue investing in product innovation and go-to-market initiatives to win new customers and convert existing self-serve subscribers to the enterprise offerings within our three product pillars. As we execute on this strategy and sell more of our products into enterprises directly, we believe we can accelerate our revenue growth profile and increase our customer retention rates over time.
Impact of COVID-19
In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the United States and the world. As a result of the COVID-19 pandemic, we have modified certain aspects of our business, including restricting employee travel, requiring employees to work from home, transitioning our employee onboarding and training processes to remote or online programs, and canceling certain events and meetings, among other modifications. We continue to actively monitor and evaluate the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, partners, and stockholders. The effects of these operational modifications are unknown and may not be realized until further reporting periods. The full impact of the rapidly changing market and economic conditions due to the COVID-19 pandemic is uncertain as the businesses of our customers and partners have been, and in some cases continue to be, disrupted. We have experienced a more challenging enterprise sales environment, longer sales cycles, and an increase in attrition rates, particularly among customers in segments and industries more severely impacted by the ongoing effects of the COVID-19 pandemic, such as travel and hospitality. In addition, some of our existing and potential customers are financially constrained in their ability to purchase our products, which we expect may negatively impact our ability to collect payments, acquire new customers, or renew subscriptions with or sell additional subscriptions to our existing customers. We expect such impacts on our revenue and costs to continue through the duration of this crisis. We expect that our business and consolidated results of operations will be impacted and that our financial condition in the future could be impacted as well. While we have not experienced significant disruptions from the COVID-19 pandemic thus far, we are unable to accurately predict the full impact that the COVID-19 pandemic will have due to numerous uncertainties, including the severity of the disease, the duration of the pandemic, actions that may be taken by governmental authorities, the impact to the businesses of our customers and partners, and other factors identified in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K. The extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity, or results of operations is uncertain, and the effect of the COVID-19 pandemic may not be fully reflected in our results of operations until future periods. We are continuously evaluating the nature and extent of the impact to our business, consolidated results of operations, and financial condition.
Our Products
Through a combination of product innovation and acquisitions, we have evolved our product from one-size-fits-all survey software to a set of leading agile software solutions for collecting and acting on feedback. We believe our products are differentiated in the market due to their ease-of-implementation, ease-of-use, price relative to alternatives, and ability to integrateconjunction with our customers’ third-party systems of record, such as those provided by Salesforce, ServiceNow, and Microsoft.
Our current product portfolio is structured into three primary product pillars—Surveys, Customer Experience, and Market Research—which are summarized below. We believe that these three pillars, combined with our emerging sales force go-to-market motion, will enable us to increase our penetration of enterprise customers. Today, we offer products from our Surveys and Market Research pillars on a self-serve basis through our website, and we offer a suite of enterprise-grade feedback software solutions from all three pillars through a direct sales force. We generate revenue from these offerings either on a subscription or transactional basis, depending on the product.
Surveys
Our Survey Platform
Our leading survey software products enable our customers to measure, benchmark, and act on stakeholder feedback, and we have designed our products to optimize the quality of stakeholder feedback and maximize response rates. Our platform provides functionality that supports our survey products, including:
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Individual Plans
We offer our basic survey plan to individuals at no charge. We also offer multiple tiers of subscriptions to individual paying users and teams, providing basic integrations with third-party applications and other additional features and functionality. For organizations we offer an enterprise-grade version of our survey platform and purpose-built solutions with enhanced collaboration, integration, administration, and customization tools. Revenue from our Surveys solutions is generated primarily on a subscription basis.
Business Plans
SurveyMonkey Teams: SurveyMonkey Teams’ plans are oriented for small groups of users seeking to collaborate on survey projects. In addition to the features available in certain individual paid plans, SurveyMonkey Teams provides additional sharing, commenting, and analysis functionality, as well as a shared asset library for team users. Teams plans start at three users per team, billed annually on a subscription basis, and are sold primarily through our self-serve channel as well as through our enterprise sales channels.
SurveyMonkey Enterprise: For organizations, we offer SurveyMonkey Enterprise, which extends our survey platform with enterprise-grade security and an enhanced set of capabilities (including managed user accounts, customized company branding, collaboration capabilities, and deep integrations with a broad set of leading software applications) that enable users to customize and distribute more tailored questions for their target audience. Features include:
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SurveyMonkey Enterprise is sold through our sales force. Deployments are negotiated with organizations based on functionality, the number of users, and the volume of data collected.
Customer Experience
Our Customer Experience offering, the GetFeedback CX platform, enables companies to deliver exceptional experiences that engage and retain their customers based on the ability to continuously listen and act on digital feedback. GetFeedback captures a company’s customer feedback from across digital channels, analyzes this feedback for a deeper understanding of their customers and their preferences, and automates feedback-based actions through integrations with that company’s existing system of record. We differentiate our Customer Experience offering in the market based on our software’s ease-of-implementation, ease-of-use, price-to-value, and time-to-value relative to alternative solutions, and third-party platform integrations.
The GetFeedback CX platform consists of products acquired through the acquisitions of Usabilla (April 2019) and GetFeedback (September 2019) and includes updated features, such as:
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We offer the following Customer Experience packages:
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We sell the GetFeedback CX platform on a subscription basis through our sales team.
Market Research
Our Market Research offerings enable customers to quickly collect and analyze feedback on a number of market research projects, including analyzing target markets, measuring brand awareness, and gaining insights on existing and future product lines. Revenue from Market Research solutions is generated by subscription or on a transactional basis, depending on the product.
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Other Purpose-Built Solutions
In addition to our three major product pillars above, we offer a number of additional products, such as:
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Our Customers
Our global customer base is diversified across multiple industries, including financial services, internet, technology, healthcare, media and entertainment, consumer goods and retail, transportation and logistics, government agencies, manufacturing, energy, education, professional services and non-profit organizations. As of December 31, 2020, we had over 20 million active users, of which approximately 820,300 were paying users and of our paying users we had approximately 8,200 customers who purchased our software through our enterprise sales channel. No customer represented more than 10% of our revenue in any of the years ended December 31, 2020, 2019, and 2018.
We define an active user as someone who has registered an account with us or logged in to their account on our survey platform in the last twelve months. Some of our active users may use our products less frequently than others, which may reduce the opportunities to convert such active users to paying users.
Our Growth Strategy
Our survey platform is inherently viral, as existing users send surveys and share survey results that introduce potential new users and customers to our products. This virality, combined with the ease-of-use and price-disruptive nature of our products and the strength of the SurveyMonkey brand, has enabled us to build an efficient, online self-serve channel for selling versions our survey products. Additionally, our user base includes individuals and teams within organizations who are using our software to collect feedback for business use cases related to their employees, current customers, and potential new customers and markets. Thus, our self-serve channel also serves as a renewable source of prospective customers for our sales team to introduce SurveyMonkey Enterprise and our newer Customer Experience and Market Research enterprise offerings. We believe this installed base of organization-based customers represents a significant opportunity to expand our business with enterprises, which we believe can increase our revenue growth and customer retention rates over time.
To capitalize on the virality of our platform and the scale of business use cases in our user base, we are executing against a two-part growth strategy: 1) deliver new features and product tiers to drive platform usage and increase the conversion of free users to paid subscribers in our self-serve channel; and 2) continue investing in product innovation and go-to-market initiatives to win new customers and convert existing self-serve subscribers to our enterprise offerings. As we execute on this strategy and sell more of our products into enterprises directly, we believe we can accelerate our revenue growth profile and increase our customer retention rates over time.
Self-Serve Initiatives
Our initiatives to drive continued growth in self-serve include:
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Enterprise Growth Initiatives
Our enterprise growth strategy starts with our brand recognition, our existing user base within organizations, and use of our technology to identify opportunities to convert active users to paying users, upsell organizations to SurveyMonkey Enterprise and cross-sell our Customer Experience and Market Research solutions. Our goal is to increase our total number of enterprise customers and expand our business with existing enterprise customers over time. As we execute on this strategy, we expect to accelerate our revenue growth rate and increase both monetization and retention within organizations over time.
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Other Growth Initiatives
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Our Technology Infrastructure and Operations
Our products are centered on innovation in the following areas:
Scalable Data Collection: Data can be collected via iOS and Android mobile apps, web browsers, personalized emails and social media or collaboration platforms such as Facebook Messenger and Slack. In addition, data collection can be programmatically embedded and customized to sit within a customer’s website or mobile app and popup invitations. Additionally, we offer access via SurveyMonkey Anywhere, our offline data collection mode and via QR codes.
Data Storage and Analysis: Our architecture allows us to collect data in multiple geographic locales. Our primary systems are hosted in U.S. and European regions within Amazon Web Services. We operate a secondary disaster
recovery data center in Las Vegas, NV. In addition, we enable certain accounts to store their SurveyMonkey data in other geographic regions hosted by Amazon Web Services.
Reliability: We have designed our products to be highly available under peak global load conditions. To enable redundancy and backup, we replicate customer data across multiple data centers in multiple availability zones in each of the U.S. and European regions within Amazon Web Services.
Security: Our survey platform can be connected to enterprise identity management systems such as Microsoft Active Directory and OKTA and can be configured to enable administrators to automate the management of licenses and system access.
Integration into Customer Systems and Processes: Companies can integrate SurveyMonkey into their systems and processes by using our prebuilt connectors, using one of many third-party applications built on our survey platform, or via a custom integration using our open APIs.
We are focused on research and development to enhance our survey platform, develop new products and features, and improve our infrastructure.
Sales, Marketing, and Customer Success
We believe the SurveyMonkey brand is globally synonymous with collecting feedback. We benefit from the virality of our platform, where survey creators increase our exposure organically among the respondents to their surveys, and every person who takes a survey is a potential future customer. In addition, our marketing function supports our sales effort targeted at organizations currently using our survey platform as well as prospective new customers seeking enterprise-grade solutions across our three product pillars.
In our self-serve channel, we conduct direct response marketing and engage and reactivate users through communication channels such as in-product notifications, demand generation campaigns, mobile notifications and lifecycle email marketing. We also create brand awareness through search engine optimization, content marketing, social media marketing, public relations and earned media with partners.
In our enterprise sales channel, we are building a direct, inside sales team focused on new sales and cross-sales of our SaaS offerings into small, midsize, and large enterprises.
Our customer success initiatives include an online knowledge base and help center, localized in 16 languages, as well as phone-based, email-based, and dedicated customer support that correspond to the product tier customers have purchased across our product pillars. In December 2020, we announced the hiring of our first Chief Customer Officer who will lead and expand our customer success, professional services and support team functions.
Competition
Competitors in the various product pillars we offer include Qualtrics, Alchemer (formerly SurveyGizmo), Typeform, Google Forms and Microsoft Forms in the Surveys pillar; Medallia, MaritzCX and Salesforce surveys in the Customer Experience pillar; and Nielsen, Kantar and YouGov in the Market Research pillar. We also compete with offline methods of feedback collection, such as pen-and-paper surveys and telephone surveys. We believe that the principal competitive factors in our markets include the following:
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Some of our competitors may have significantly greater financial, marketing and product development resources than we have, larger sales and marketing budgets and resources, broader distribution or established relationships, or lower labor and research and development costs. Our competitors may devote greater resources and time on developing and testing products and solutions, undertake more extensive marketing campaigns, adopt more aggressive pricing policies or otherwise develop more commercially successful products and solutions than we do.
Regulatory Matters
We are subject to a variety of laws in the United States and abroad, including laws regarding privacy, data protection, data security, data retention, consumer protection, accessibility, sending and storing of electronic messages, human resource services, employment and labor laws, workplace safety, intellectual property and the provision of online payment services, including credit card processing, consumer protection laws, anti-bribery and anti-corruption laws, import and export controls, federal securities laws and tax regulations, which are continuously evolving and developing. We also have privacy-related terms and guidelines for third-party developers to create applications that connect to our products.
Intellectual Property
We rely on trademarks, patents, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure agreements and employee non-disclosure and invention assignment agreements to establish and protect our proprietary rights. Though we rely in part upon these legal and contractual protections, we believe that factors such as the skills and ingenuity of our employees and the functionality and frequent enhancements to our solutions are larger contributors to our success in the marketplace.
As of December 31, 2020, we had seven issued patents and two pending patent applications in the United States. These patents and patent applications seek to protect our proprietary inventions relevant to our business.
Human Capital Resources
In response to the COVID-19 pandemic, we focused our health and safety efforts on protecting our employees. We swiftly implemented changes, such as having our employees work from home, that we determined were in the best interest of our employees and the communities in which we operate, and which are aligned with guidance from the Centers for Disease Control and Prevention and in compliance with government regulations. As of December 31, 2020, we had 1,367 employees worldwide, of whom 475 were based outside of the United States. We are a rapidly growing company and have continued to invest in our workforce, as 25% of our employees have been with us for less than one year and 34% have been with us for more than one year but less than two years as of December 31, 2020. Our employees in the Netherlands are represented by a works council and none of our other employees are represented by a labor union. We have experienced no work stoppages and believe that our employee relations are in good standing, as indicated by the results of our internal survey on employee engagement.
At SurveyMonkey we are on a mission to Power the Curious. Our employee value proposition is to be: A Place Where the Curious Come to Grow and our values guide us every day. We believe our team around the world delivers value to our customers and drives our business outcomes, and as such we make significant investments to attract, retain, grow and develop our employees. We strive to offer competitive total rewards which include: salary, short term incentives, long term incentives, benefits, and perks to our team around the globe. Our goal is to create an environment where everyone—no matter their background—can succeed, feel a sense of belonging, and learn from one another. We believe that diversity, equity, and inclusion improve employee experience, help us understand and serve our customers better, and make us a stronger business. With the strong support of our CEO and leadership, and true passion from our employees, we strive to be an industry leader, create an inspiring culture and have a positive impact in the communities where we live and work.
Corporate Information
SVMK Inc. was incorporated in October 2011 as a Delaware corporation and is the successor to operations originally begun in 1999. Our principal executive offices are located at One Curiosity Way, San Mateo, California 94403, and our telephone number is (650) 543-8400. Our website address is www.surveymonkey.com.
SurveyMonkey, the SurveyMonkey logo, the Goldie logo, SVMK and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are the property of SurveyMonkey Inc., our wholly-owned subsidiary. NPS is a registered trademark of Bain & Company, Inc., Fred Reichheld and Satmetrix Systems, Inc., and other trademarks and trade names referred to in this Annual Report on Form 10-K are the property of their respective owners.
Available Information
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are filed with the U.S. Securities and Exchange Commission, or the SEC. We are subject to the informational requirements of the Exchange Act and files or furnishes reports, proxy statements and other information with the SEC. Such reports and other information filed by usfilings with the SEC are available free of charge at investor.surveymonkey.com/financial-information/sec-filings when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.
We periodically provide other material information for investors on our corporate website, www.surveymonkey.com, the investor relations page on our corporate website, investor.surveymonkey.com, press releases, public conference calls and public webcasts. We use these channels, as well as social media, to communicate with investors and the public about us, our offerings and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, we encourage investors, the media and others interested in us to review the information we post on the U.S. social media channels listed on the investor relations page on our website. Any updatessubsequent to the listfiling of disclosure channels through which we will announce information will be posted on the investor relations page on our website. The information contained on the websites referenced inForm 10-K.
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider the risks“we,” “us,” “our,” “the Company,” or “Momentive” mean Momentive Global Inc. and uncertainties described below, together with allits subsidiaries.
Item 10. | Directors, Executive Officers and Corporate Governance |
Summary Risk Factors
The following summarizes the most material risks that make an investment in our securities risky or speculative. If any of the following risks occur or persist, our business, financial condition, results of operations and prospects could be materially harmed and the market price of our common stock could significantly decline:
Business and Operations
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Information Technology and Cybersecurity
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Financial or Operating Results
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Regulatory and Tax Compliance
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Risks Related to Our Business and Operations
Our business depends on our ability to retain, upsell and cross-sell customers, and any decline in renewals, upsells or cross-sells could adversely affect our business, results of operations and financial condition.
Our business depends upon our ability to maintain and expand our relationships with our users. Customers can choose between monthly or annual subscriptions, and customers are not obligated to and may not renew their paid subscriptions after their existing plans expire. As a result, we cannot assure that customers will renew their paid plans utilizing the same tier of our products and solutions or upgrade to our premium products or solutions. Renewals of paid plans may decline or fluctuate because of several factors, such as dissatisfaction with our products, solutions or support, a user no longer having a need for our products or reducing IT spending, such as in response to the COVID-19 pandemic, or the perception that competitive products are better or less expensive options. As our customer base continues to grow, even if our customer retention rates remain the same on a percentage basis, the absolute number of customers we lose each month will increase. We must continually add new customers to replace customers whose accounts are closed and to grow our business beyond our current user base, which may involve significantly higher marketing expenses than we currently anticipate.
We invest in new features and improvements to our product functionality as well as targeted marketing campaigns to drive conversion of unpaid users to paying users. Individual users often bring us into their organization for business purposes, and from there we seek to establish an organizational relationship through the deployment of SurveyMonkey Enterprise. As we scale within organizations, we seek to further grow the business relationship by cross-selling purpose-built solutions. If our customers do not renew or cancel their subscriptions, or if we fail to upsell our customers to higher tier individual subscriptions or to SurveyMonkey Enterprise, or if we fail to cross-sell additional products and services to our customers, our business, results of operations and financial condition may be harmed.
Additionally, many of our users initially register to use our free basic survey product. We strive to demonstrate the value of our products to our registered users, thereby encouraging them to convert to paying users through end-of-survey marketing. As of December 31, 2020, we had over 20 million active users, of which approximately 820,300 were paying users. The actual number of unique users may be lower than we report as one person could count as multiple, active users or paying users. For example, if an individual paying user also had a designated seat in a SurveyMonkey Enterprise deployment, we would count that person as two paying users. As a result, we may have fewer unique users that we may be able to convert, upsell or cross-sell. Our inability to determine the number of our unique users is a limitation in the data that we measure and may adversely affect our understanding of certain aspects of our business and make it more challenging to manage our business. Most of our active users never convert to a paying user, and if we are unable to convert free users to paying users, our business, results of operations and financial condition could suffer.
Our revenue growth rate has fluctuated in recent periods and may slow in the future.
We have a history of delivering revenue growth and positive cash flow from operations. However, our rates of revenue growth have fluctuated, and may slow in the future. Many factors may contribute to declines in our growth rates, including higher market penetration, increased competition, slowing demand for our survey platform, a failure by us to continue capitalizing on growth opportunities, the maturation of our business, and impacts resulting from the recent COVID-19 pandemic, among others. You should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. If our growth rates decline, investors’ perceptions of our business and the trading price of our common stock could be adversely affected.
Our business depends on a strong and trusted brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our customer and user base, our market share and our ability to attract and retain employees.
We have developed a strong and trusted brand that we believe has contributed significantly to the success of our business. We believe that enhancing and maintaining awareness of the SurveyMonkey brand in a cost-effective manner is critical to our goal of achieving widespread acceptance of our existing and future products, attracting new customers and attracting and retaining top talent. Furthermore, we receive a high degree of media coverage around the world and we believe that the importance of brand recognition will increase as competition in our industry increases. Successful promotion of our brand will depend largely on the effectiveness of our marketing and media partnership efforts and the effectiveness and affordability of our products for our target customer demographic. Such brand promotion activities may not yield increased revenue and, even if they do, any revenue increases may not offset the expenses we incur to promote our brand. Unfavorable publicity regarding, for example, our privacy or data protection practices, terms of service, service quality, litigation, regulatory activity or the perception of inaccurate poll data from properly or improperly drafted surveys by third parties using our survey platform, the actions of our partners and customers or the actions of other companies that provide similar products and solutions to us, could adversely affect our reputation, brand, the size and engagement of our user base and our ability to attract and retain users. If we fail to promote and maintain our brand successfully, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may lose our existing customers to our competitors or be unable to attract new customers or employees, which could harm our business, results of operations and financial condition.
As a substantial portion of our sales efforts are increasingly targeted at winning SurveyMonkey Enterprise customers, our sales cycle may become lengthier and more expensive, we may encounter greater pricing pressure and our customers may be displeased with our customer support, all of which could harm our business and results of operations.
As a substantial portion of our sales efforts are increasingly targeted at prospective customers for SurveyMonkey Enterprise, we face greater costs, longer sales cycles and less predictability in the completion of some of our sales. In this market, the customer’s decision to use our products may be an enterprise-wide decision, in which case these types of sales require us to provide greater levels of customer education to familiarize these customers with the uses, features and benefits of our products and purpose-built solutions, as well as education regarding our security and governance practices and compliance with privacy and data protection laws and regulations, especially for those customers in more heavily-regulated industries. In addition, larger enterprises may demand more support services and features, which puts additional pressure on our support and success organizations to satisfy the increased support required for our customers. Further, as we continue to grow our operations and support our global user base, we need to be able to continue to provide efficient customer support that meets our customers’ needs globally at scale. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional survey platform resources to paying users in order to familiarize these new customers with our value proposition, or require us to hire additional support personnel, which could increase our costs, lengthen our sales cycle and divert our own sales and professional services resources to a smaller number of larger customers, while potentially requiring us to delay revenue recognition on some of these transactions. These significant expenditures in time and money may not result in a sale. Our strategy is to work with third parties to increase the breadth of capability and depth of capacity for delivery of our products and solutions to our customers. If a customer is not satisfied with the quality or interoperability of our products and solutions with their own IT environment, we could incur additional costs to address the situation, which could adversely affect our margins. Moreover, any customer dissatisfaction with our products and solutions, or a failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could
damage our ability to encourage broader adoption of our products by that customer and generate positive recommendations to other potential users. In addition, any negative publicity resulting from such situations, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective customers.
We may not succeed in building a significant and effective salesforce, and we may fail to manage our sales channels effectively.
While a growing portion of our revenue in recent periods has been derived from our sales efforts, we are investing in building and developing a larger and more robust salesforce, particularly internationally where our brand is less well known, but we may not be as successful as we anticipate. Our limited experience selling directly to small, medium and large organizations through our salesforce may impede our future growth. Further, our ability to manage a larger direct salesforce is uncertain. Identifying and recruiting additional qualified sales personnel and training them requires significant time, expense and attention. In addition, many organizations undertake a significant evaluation and negotiation process, which can lengthen our sales cycle, and some organizations demand more specialized features on our survey platform. We may spend substantial time, effort and money on sales efforts without any assurance that our efforts will produce any sales. As a result, our sales efforts may lead to greater unpredictability in our business, results of operations and financial condition.
Additionally, we have global partners who broaden the scope of our SurveyMonkey Audience market research solution by providing access to additional panelists around the world. Our partners are generally in nonexclusive agreements with us, are not subject to minimum obligations and may be terminated at any time without cause. If we fail to manage our sales efforts successfully or they otherwise fail to perform as we anticipate, it could reduce our sales and increase our expenses, as well as weaken our competitive position.
Our industry is intensely competitive, and competitors may succeed in reducing our sales.
Our products face intense competition from many different companies, including but not limited to:
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These competitors vary in size, and many have significantly greater financial, marketing and product development resources than we have, larger sales and marketing budgets and resources, broader distribution or established relationships or lower labor and research and development costs. We also compete with offline methods of information collection, such as pen-and-paper surveys, telephone surveys, forms and applications and less-automated methods such as email. Our competitors may devote greater resources and time on developing and testing products and solutions, undertake more extensive marketing campaigns and partnerships, adopt more aggressive pricing policies or otherwise develop more commercially successful products and solutions than we do. Our competitors may have preexisting relationships which required significant upfront investment by the customer, and these customers may prefer to continue existing and established relationships rather than adopt our survey platform. We cannot assure that we will be able to increase or maintain the large user base that we currently enjoy.
There are relatively low barriers to entry into our business. As a result, we are likely to face additional and intense competition from new entrants into the market in the future. There can be no assurance that existing or future competitors will not develop or offer products that provide significant performance, price, speed, creative or other advantages over those offered by us, and this could have an adverse effect on our business. We also operate in a highly fragmented market, and consolidation of our competitors or customers may also adversely affect our business. In addition, historically, our business has enjoyed relatively high margins and growth, which may attract new competition into our markets, including competition from companies employing alternate business models. Loss of existing or future market share to new competitors and increased price competition could substantially harm our business, results of operations and financial condition.
Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork fostered by our culture and our business may be harmed.
We have worked to develop a strong culture around our team, which we refer to as the troop, and which is built on four key pillars of celebrating curiosity, maintaining a diverse, collaborative and inclusive work environment, seeking to positively influence our industry and community, and delivering value to our customers. We believe that our culture has been and will continue to be a critical contributor to our success. We expect to continue to hire as we expand, and we believe our corporate culture has been crucial in our success and our ability to attract highly skilled personnel. If we do not continue to develop our corporate culture or maintain and preserve our core values as we grow and evolve both in the United States and internationally, we may be unable to foster the innovation, curiosity, creativity, focus on execution, teamwork and the facilitation of critical knowledge transfer and knowledge sharing we believe we need to support our growth. Preservation of our corporate culture is also made more difficult as the majority of our work force has been working from home in connection with restrictions placed upon businesses due to the COVID-19 pandemic. A long-term continuation of these restrictions could, among other things, negatively impact employee morale and productivity. Our headcount growth may result in a change to our corporate culture, which could harm our business.
We depend on our talent to grow and operate our business, and if we are unable to hire, integrate, develop, motivate and retain our personnel, we may not be able to grow effectively.
Our future success depends, in part, on our ability to identify, hire, integrate, develop, motivate and retain top talent, including senior management, engineers, designers, product managers, sales representatives and customer support representatives. Our ability to execute efficiently is dependent upon contributions from all of our employees, in particular our senior management team. As we continue to grow, we cannot guarantee we will continue to attract or retain the personnel we need to maintain our competitive position. In addition to hiring new employees, we must continue to focus on retaining our best talent. Competition for these resources, particularly for engineers, is intense, and competition for the facilities to house our employees is also intense, especially in the San Francisco Bay Area where our headquarters is located. We may need to invest significant amounts of cash and equity for new and existing employees and we may never realize returns on these investments, and we also are investing heavily in our facilities. If we are not able to effectively increase and retain our talent, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed. The loss of one or more of our key employees, and any failure to have in place and execute an effective succession plan for key executives, could seriously harm our business. Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly appreciated or significantly reduced in value. Additionally, if our senior management team, including any new hires that we may make, fails to work together effectively or to execute on our plans and strategies on a timely basis, our business could be harmed.
In addition, our future also depends on the continued contributions of our senior management team and other key personnel, each of whom would be difficult to replace. Although we have entered into employment agreements or offer letters with our key employees, these agreements have no specific duration and constitute at-will employment, and we do not maintain key person life insurance for any employee. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business, results of operations and financial condition could be harmed.
Risks Related to Information Technology and Cybersecurity
Any significant disruption in service or security on our websites or in our systems could result in a loss of users, damage to our reputation and harm to our business.
Our brand, reputation and ability to attract and retain users and customers depend in part upon the reliable performance of our network infrastructure, websites, other systems and those of third-party service providers. We have experienced, and may in the future experience, interruptions in these systems, including server failures that temporarily impair or disable the performance of our websites due to a variety of factors, such as infrastructure changes, human or software errors, capacity constraints and denial of service or fraud or security attacks. In some instances, we may not be able to rectify or even identify the cause or causes of these site performance problems within an acceptable period of time. As our solutions become more complex and our user traffic increases, we expect that it will become increasingly challenging to maintain and improve the performance of our products and solutions, especially during peak usage times. If our products are unavailable to users or fail to function as quickly as users expect, it could result in reduced customer satisfaction and reduced attractiveness of our products to customers. This in turn could lead to decreased sales to new customers, harm our ability to retain existing customers and the issuance of service credits or refunds, any of which could hurt our business, results of operations and financial condition.
We expect to continue to make significant investments to build new products and enhance the features and functionality of our existing products and solutions. To the extent that we do not effectively address capacity constraints, upgrade our systems and data centers as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed. Further, even if we are able to upgrade our systems, any such expansion will be expensive and complex, requiring management time and attention. Additionally, problems with the reliability or security of our systems, including unauthorized access to, or improper use of, the information of our users, could result in the loss of intellectual property, the introduction of malicious code to our applications, or harm to our reputation and negatively affect our business. Affected users could also initiate legal or regulatory action against us in connection with such incidents, which could cause us to incur significant expense and liability or result in orders or consent decrees forcing us to modify our business practices.
We may not timely and effectively scale and adapt our existing technology and network infrastructure to rapid technological changes, enhance our existing products and solutions or develop new products.
The industry in which we compete is characterized by rapid technological change and frequent introductions of new products and solutions, as well as changing customer needs, requirements and preferences. Our ability to grow our user base and increase revenue from existing customers will depend heavily on our ability to enhance the features and functionality of our products and solutions, introduce new products and solutions, anticipate and respond effectively to these changes on a timely basis and interoperate across an increasing range of devices, operating systems and third-party applications. The success of our products depends on our continued investment in our research and development organization to increase the accessibility, ease-of-use and interoperability of our existing solutions and the development of features and functionality that users may require.
The introduction of new products and solutions by competitors or the development of entirely new technologies to replace existing offerings could make our survey platform and other solutions obsolete or adversely affect our business, results of operations and financial condition. We may experience difficulties with software development, design or marketing that could delay or prevent our development, introduction or implementation of our product experiences, features or capabilities. We have in the past experienced delays in our internally planned release dates of new features and capabilities, and we cannot assure you that new product experiences, features or capabilities will be released according to schedule. If users do not widely adopt our survey platform or purchase our products and services, we may not be able to realize a return on our investment. If we do not accurately anticipate user demand or we are unable to develop, license or acquire new features and capabilities on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, it could result in adverse publicity, loss of revenue or market acceptance or claims by users brought against us, each of which could have a material and adverse effect on our reputation, business, results of operations and financial condition.
If our security measures are compromised, or if our websites are subject to attacks that degrade or deny the ability of users and respondents to access our products, or if our customer or respondent data are compromised, users may curtail or stop use of our survey platform.
Our products collect, process, store, share, disclose and use customers’ and respondents’ information and communications, some of which may be private. We also work with third-party vendors to process credit card payments by our customers and are thus subject to payment card association operating rules, and rely on the availability and certain security measures of our third-party payment processors. We also process and retain sensitive information and other data relating to our business, such as employees’ personal information and our confidential information. We anticipate to continue to expend significant amounts in an effort to reduce the risk of security breaches and other security incidents. We are vulnerable to software bugs, computer viruses, break-ins, phishing attacks, employee errors or malfeasance, attempts to overload our servers with denial-of-service or other attacks and similar disruptions from unauthorized use of our computer systems, any of which could lead to interruptions, delays or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or confidential information. It is virtually impossible for us to entirely mitigate the risk of breaches of our survey platform or other security incidents affecting our products, internal systems, networks or data. In addition, the functionality of our products may be disrupted by third parties, including disgruntled employees, former employees or contractors. The security measures we use internally, and have integrated into our products, which are designed to detect unauthorized activity and prevent or minimize security breaches, may not function as expected or may not be sufficient to protect against certain attacks. Additionally, we may face delays in identifying or responding to security breaches or other security incidents. With the increase in personnel working remotely during the COVID-19 pandemic, we and our service providers are at increased risk for security breaches. We are taking steps to monitor and enhance the security of our platform, systems, IT infrastructure, networks, and data; however, the unprecedented scale of remote work may require additional personnel and resources, which nevertheless cannot be guaranteed to fully safeguard our platform or any systems, IT infrastructure, networks, or data upon which we rely. If we or any of our vendors experience or are believed to have experienced any compromises to security that result in site performance or availability problems, the complete shutdown of our websites or the actual or perceived loss or unauthorized disclosure or use of confidential information, such as credit card information, personal health information, trade secrets or other proprietary information, our users may be harmed or lose trust and confidence in us and choose to decrease the use of our products, which would cause us to suffer reputational and financial harm.
In addition, we may be subject to regulatory investigations or litigation in connection with a security breach or related issues, and we could also be liable to third parties for these types of breaches. Such litigation, regulatory investigations and our technical activities intended to prevent future security breaches are likely to require additional management resources and expenditures. If our security measures fail to protect this information adequately or we fail to comply with other rules and regulations, such as the Health Insurance Portability and Accountability Act, the General Data Protection Regulation, or GDPR, the EU-U.S. and Swiss-U.S. Privacy Shield Framework and Principles or applicable credit card association operating rules, we could be liable to both our users for their losses, as well as the vendors under our agreements with them, we could be subject to fines and higher transaction fees, we could face regulatory action, and our users and vendors could end their relationships with us, any of which could harm our business, results of operations and financial condition.
Our internal systems are exposed to the same cybersecurity risks and consequences of a breach as our customers and other enterprises. However, since our business is focused on providing reliably secure products to our customers, we believe that an actual or perceived breach of, or security incident affecting, our internal networks, systems or data could be especially detrimental to our reputation, customer confidence in our products and solutions and our business.
While our insurance policies include liability coverage for certain of these matters, if we experienced a widespread security breach or other incident that impacted a significant number of our customers to whom we owe indemnity obligations, we could be subject to indemnity claims or other damages that exceed our insurance coverage. We also cannot be certain that our insurance coverage will be adequate for data handling or data security liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies,
including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.
Our products and solutions and internal systems rely on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.
Our products and solutions and internal systems rely on software that is highly technical and complex. In addition, our products and solutions and internal systems depend on the ability of our software to store, retrieve, process and manage immense amounts of data. Our software has contained, and may now or in the future contain, undetected errors, bugs or vulnerabilities. Some errors in our software may only be discovered after the code has been released for external or internal use. Errors or other design defects within our software may result in a negative experience for our users, delay product introductions or enhancements or result in measurement or other errors. We also rely on third-party software that may contain errors or bugs. Any actual or perceived errors, failures, vulnerabilities, bugs or defects discovered in our software or third-party software we use could result in damage to our reputation, cause a reduction in revenue or delay in market acceptance of our products, require us to issue refunds to our customers or expose us to claims for damages, cause us to lose existing users or make it more difficult to attract new users, divert our development resources or require us to make extensive changes to our survey platform, any of which could adversely affect our business, results of operations and financial condition. The costs incurred in correcting such defects or errors may be substantial and could harm our results of operations and financial condition. Moreover, the harm to our reputation and legal liability related to such errors or defects may be substantial and could harm our business.
We depend on our infrastructure and third-party data centers, and any disruption in the operation of these facilities or failure to renew the services could impair the delivery of our products and solutions and adversely affect our business.
We currently deploy our products and solutions and serve all of our users using a combination of our own custom-built infrastructure that we lease and operate in co-location facilities and third-party data center services such as Amazon Web Services. While we typically control and have access to the servers we operate in co-location facilities and the components of our custom-built infrastructure that are located in those co-location facilities, we control neither the operation of these facilities nor our third-party service providers. Furthermore, we have no physical access or control over the services provided by Amazon Web Services. Consequently, we may be subject to misconduct or unauthorized data access by such third-party service providers or service disruptions, including those that are directly or indirectly attributable to the recent COVID-19 pandemic, as well as failures to provide adequate services for reasons that are outside our direct control.
Data center leases and agreements with the providers of data center services expire at various times. The owners of these data centers and providers of these data center services may have no obligation to renew their agreements with us on commercially reasonable terms or at all. Problems faced by data centers, with our third-party data center service providers, with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their users, including us, could adversely affect the experience of our users. Our third-party data center operators could decide to close their facilities or cease providing services without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our third-party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict. In addition, these facilities may be located in areas prone to natural disasters and pandemics and may experience events such as earthquakes, floods, fires, power loss, telecommunication failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Any damage to, or failure of, our systems generally, or those of the third-party providers, could result in interruptions in use of our products that may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their services with us and adversely affect our ability to attract new customers and retain existing customers.
If the data centers and service providers that we use are unable to keep up with our growing needs for capacity, or if we are unable to renew our agreements with data centers and service providers on commercially reasonable terms, we may be required to transfer servers or content to new data centers or engage new service providers, and we may incur significant costs and possible service interruption in connection with doing so. In addition, if we do not accurately plan for our data center capacity requirements and we experience significant strains on our data center capacity, we may experience delays and additional expenses in arranging new data centers, and our users
could experience service outages that may subject us to financial liabilities, result in customer losses and harm our business. Any changes in third-party service levels at data centers or any real or perceived errors, defects, disruptions or other performance problems with our products and solutions could harm our reputation and may result in damage to, or loss or compromise of, our users’ content. Interruptions in our products and solutions might, among other things, reduce our revenue, cause us to issue refunds to users, subject us to potential liability, harm our reputation or our ability to retain customers.
Risks Related to Financial or Operating Results
Our business, results of operations and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet the expectations of securities analysts or investors.
Our operating results have in the past and could in the future vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance, our projections or the expectations of securities analysts because of a variety of factors, many of which are outside of our control. Any of these events could cause the market price of our common stock to fluctuate. Factors that may contribute to the variability of our operating results include:
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Our historical operating results may not be indicative of our future operating results. In addition, global economic concerns, including those caused by the recent COVID-19 pandemic, continue to create uncertainty and unpredictability and add risk to our future outlook. An economic downturn in any particular region in which we do business or globally could result in reductions in sales of our products, decreased renewals of existing arrangements and other adverse effects that could harm our business, results of operations and financial condition. In addition, borrowings under our credit facilities are at variable rates of interest and expose us to interest rate risk. On July 27, 2017, the UK Financial Conduct Authority (the “FCA”) announced that it would phase out LIBOR as a benchmark by the end of 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. Recent proposals for LIBOR reforms may result in the establishment of new methods of calculating LIBOR or the establishment of one or more alternative benchmark rates. Although our existing credit facilities provide for application of successor rates based on prevailing market conditions, it is not currently possible to predict the effect of any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. As a result, our future interest obligations may increase and adversely impact our results of operations.
We have substantial indebtedness and lease obligations, which reduce our capability to withstand adverse developments or business conditions.
We have incurred substantial indebtedness, and as of December 31, 2020, our total aggregate indebtedness was approximately $215.1 million of principal outstanding. We also have, and will continue to have, significant lease obligations. As of December 31, 2020, our total aggregate obligations under our long-term leases was $111.0 million. Our payments on our outstanding indebtedness and lease obligations are significant in relation to our revenue and cash flow, which exposes us to significant risk in the event of downturns in our businesses (whether through competitive pressures or otherwise), our industry or the economy generally, including the recent global economic downturn as a result of the COVID-19 pandemic, since our cash flows would decrease but our required payments under our indebtedness and lease obligations would not. Economic downturns may impact our ability to comply with the covenants and restrictions in our credit facilities and agreements governing our other indebtedness and lease obligations and may impact our ability to pay or refinance our indebtedness or lease obligations as they come due, which would adversely affect our business, results of operations and financial condition.
Our overall leverage and the terms of our financing arrangements could also:
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We may be required to delay recognition of some of our revenue, which may harm our financial results in any given period.
We may be required to delay recognition of revenue for a significant period of time after entering into an agreement due to a variety of factors, including, among other things, whether:
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Because of these factors and other specific revenue recognition requirements under generally accepted accounting principles in the United States (“GAAP”), we must have very precise terms in our contracts to recognize revenue when we initially provide access to our survey platform or other products. Although we strive to enter into agreements that meet the criteria under GAAP for current revenue recognition on delivered performance obligations, our agreements are often subject to negotiation and revision based on the demands of our customers. The final terms of our agreements sometimes result in delayed revenue recognition, which may adversely affect our financial results in any given period. In addition, more customers may require extended payment terms, shorter term contracts or alternative licensing arrangements that could reduce the amount of revenue we recognize upon delivery of our other products and could adversely affect our short-term financial results.
Furthermore, the presentation of our financial results requires us to make estimates and assumptions that may affect revenue recognition. In some instances, we could reasonably use different estimates and assumptions, and changes in estimates are likely to occur from period to period. Accordingly, actual results could differ significantly from our estimates.
Our results of operations may not immediately reflect downturns or upturns in sales because we recognize revenue from our users over the term of their paid subscriptions with us.
We recognize revenue from paid subscriptions to our products and solutions over the terms of the subscription period. Paying users can choose between monthly or annual subscriptions, and customers of SurveyMonkey Enterprise make a minimum one-year subscription commitment and are increasingly purchasing multi-year subscriptions. Amounts that have been billed are initially recorded as deferred revenue until the revenue is recognized. As a result, a large portion of our revenue for each quarter reflects deferred revenue from paid subscriptions entered into during previous quarters, and downturns or upturns in subscription sales, or renewals and potential changes in our pricing policies may not be reflected in our results of operations until later periods. Our paid subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as paid subscription revenue from new users is recognized over the applicable subscription term.
If we fail to effectively manage our growth, our business and results of operations could be harmed.
The scope and complexity of our business have also increased significantly. The growth and expansion of our business creates significant challenges for our management, operational and financial resources. In the event of continued growth of our operations or in the number of our third-party relationships, our information technology systems and our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to improve our operational, financial and management processes and systems and to effectively expand, train and manage our employee base, and in the near term, do so remotely during the COVID-19 pandemic. As our organization continues to grow and we are required to implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture, including our ability to quickly develop and launch new and innovative products and solutions. This could negatively affect our business performance.
We continue to experience growth in our headcount and operations, which will continue to place significant demands on our management and our operational and financial infrastructure. As of December 31, 2020, 25% of our employees had been with us for less than one year and 34% for more than one year but less than two years. As we continue to grow, we must effectively integrate, develop and motivate a large number of new employees, and we must maintain the beneficial aspects of our corporate culture. To attract top talent, we have had to offer, and believe we will need to continue to offer, highly competitive compensation packages before we can validate the
productivity of those employees. In addition, fluctuations in the price of our common stock may make it more difficult or costly to use equity compensation to motivate, incentivize and retain our employees. We face significant competition for talent from other internet, software and high-growth companies, which include both publicly traded and privately-held companies. The risks of over-hiring, especially given overall macroeconomic risks and the current impact of the COVID-19 pandemic, or over-compensating employees and the challenges of integrating a growing employee base into our corporate culture are exacerbated by our international expansion. Additionally, because of our growth, we have expanded our operating and financing lease obligations and purchase commitments, which have increased our expenses. We may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully integrate our new hires, especially remotely, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer, and our business, results of operations and financial condition could be adversely affected.
Additionally, if we do not effectively manage the growth of our business and operations, the quality of our products and solutions could suffer, which could negatively affect our brand, results of operations and overall business. Further, we have made changes in the past, and will likely make changes in the future, to our products that our customers may not like, find useful or agree with. We may also decide to discontinue certain features, products or solutions or charge for certain features, products or solutions that are currently free or increase fees for any of our features, products or solutions. If users are unhappy with these changes, they may decrease their usage of our products or stop using them generally, and in the past we have experienced a decrease in our number of paying users as a result of pricing changes. In addition, they may choose to take other types of action against us, such as organizing petitions or boycotts focused on our company, our website or our products and services, filing claims with the government or other regulatory bodies or filing lawsuits against us. Any of these actions could negatively impact our growth and brand, which would harm our business.
If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.
We conduct our business around the world and a significant portion of our transactions outside of the United States are denominated in foreign currencies. As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. We incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency, and accept payment from customers in currencies other than the U.S. dollar. Since we conduct business in currencies other than U.S. dollars but report our financial results in U.S. dollars, we face exposure to fluctuations in currency exchange rates and any increase in the value of the U.S. dollar against these foreign currencies could cause our revenue to decline relative to our costs, thereby decreasing our operating margins. Exchange rate fluctuations between the U.S. dollar and other currencies could have a material impact on our profitability and hinder our ability to predict our future results and earnings. For example, because we recognize revenue over time, exchange rate fluctuations at one point in time may have a negative impact in future quarters. There can be no assurance that we will be successful in managing our exposure to currency exchange rate risks, which may adversely affect our business, results of operations and financial condition. Additionally, because we conduct business in currencies other than U.S. dollars, but report our results of operations in U.S. dollars, we also face remeasurement exposure to fluctuations in currency exchange rates, which could hinder our ability to predict our future results and earnings and could materially impact our results of operations. From time to time, we may enter into foreign currency derivative contracts to reduce the risk that our cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. During the years ended December 31, 2020, 2019 and 2018, we did not have any material amount of derivative financial instruments.
Expansion into international markets is important for our growth, and as we expand internationally, we will face additional business, political, regulatory, operational, financial and economic risks, any of which could increase our costs and hinder such growth.
Continuing to expand our business to attract users in countries other than the United States is a critical element of our business strategy. An important part of targeting international markets is increasing our brand awareness and developing offerings that are localized and customized for the users in those markets. We have a limited operating history as a company outside of the United States. We expect to continue to devote significant resources to international expansion through acquisitions and partnerships, the establishment of additional offices and increasing our foreign language offerings. Our ability to expand our business and to attract talented employees
and users in an increasing number of international markets will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute resolution systems, regulatory systems and commercial infrastructures. Expanding our international focus may subject us to risks that we have not faced before or increase risks that we currently face, including but not limited to risks associated with recruiting and retaining talented and capable management and employees in foreign countries; challenges caused by distance, time zone, language and cultural differences; developing and customizing products and solutions that appeal to the tastes and preferences of users in international markets; competition from local survey providers with significant market share in those markets and with a better understanding of user preferences; reliance on third parties and partnerships to provide product support and services that we do not resource directly outside of the United States, such as panelists for our SurveyMonkey Audience solution; protecting and enforcing our intellectual property rights; the inability to extend proprietary rights in our brand, content or technology into new jurisdictions; compliance with applicable foreign laws and regulations, including privacy and data protection laws and laws relating to content; credit risk and higher levels of payment fraud; currency exchange rate fluctuations; protectionist laws and business practices that favor local businesses in some countries; foreign tax consequences; foreign exchange controls or U.S. tax restrictions that might restrict or prevent us from repatriating income earned in countries outside of the United States; political, economic and social instability; higher costs associated with doing business internationally; export or import regulations; and trade and tariff restrictions.
Entering new international markets will be expensive, our ability to successfully gain market acceptance in any particular market is uncertain and the distraction of our senior management team could harm our business, results of operations and financial condition.
We derive, and expect to continue to derive, a substantial majority of our revenue from a limited number of software products.
We derive, and expect to continue to derive, a substantial majority of our revenue from our paid individual and enterprise subscription offerings to our survey platform. As such, the market acceptance of our survey platform is critical to our success. Demand for subscription access to our survey platform and for our other products and solutions is affected by a number of factors, many of which are beyond our control, such as continued market acceptance of our survey platform by customers for existing and new use cases, the timing of development and release of new products, solutions, features and functionality that are lower cost alternatives introduced by us or our competitors, technological changes and developments within the markets we serve and growth or contraction in our addressable markets. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our survey platform, our business, results of operations and financial condition could be harmed.
Risks Related to Regulatory and Tax Compliance
We collect, process, store, share, disclose and use personal information and other data, which subjects us to governmental regulations and other legal obligations related to privacy and security, and our actual or perceived failure to comply with such obligations could harm our business.
We collect, process, store, share, disclose and use information from and about our customers, respondents, users, sales leads and prospects, including personal information and other data. There are numerous laws around the world regarding privacy, data protection and security, including laws regarding the collection, processing, storage, sharing, disclosure, use and security of personal information and other data from and about our customers, respondents, users, sales leads and prospects. The scope of these laws is changing, subject to differing interpretations, may be costly to comply with, and may be inconsistent among countries and jurisdictions or conflict with other rules.
We strive to comply with applicable laws, policies and legal obligations relating to privacy, data protection and security and are subject to the terms of our privacy notices and privacy-related obligations to third parties. However, these obligations may be interpreted and applied in new ways and/or in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Data privacy, data protection and security are active areas, and new laws and regulations are likely to be enacted.
Any failure or perceived failure by us to comply with our privacy or data protection policies, our privacy- or data protection-related obligations to customers, respondents, users or other third parties, our data disclosure and consent obligations or our privacy-, data protection- or security-related legal obligations, or any compromise of security that results in the unauthorized disclosure, transfer or use of personal or other information, which may include personally identifiable information or other data, may result in governmental enforcement actions, litigation or public statements critical of us by consumer advocacy groups, competitors, the media or others and could cause our users to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties we work with, such as customers, partners, vendors or developers, violate applicable laws, our policies or other privacy-, data protection- or security-related obligations, such violations may also put our users’ information at risk and could in turn have an adverse effect on our business. Governmental agencies may also request or take member or customer data for national security or informational purposes, and can also make data requests in connection with criminal or civil investigations or other matters, which could harm our reputation and our business. Additionally, our compliance with the laws of one jurisdiction may be in contravention to laws or regulations that we are subject to in other jurisdictions.
In addition, there has been increased uncertainty around the legality of various mechanisms for personal data transfers from the European Union to the United States, the United Kingdom, and other countries outside the European Union, which may have a significant impact on the transfer of data from the European Union to companies in the United States or other jurisdictions, including us. For example, we may have to require some of our vendors who process personal data to take on additional privacy, data protection and security obligations, and some may refuse, causing us to incur potential disruption and expense related to our business processes. We may also have to substantially reorganize our infrastructure to meet local requirements regarding data storage, access and transfer which also has the potential to adversely impact our business and cause significant additional expense. If our policies and practices, or those of our vendors, are, or are perceived to be, insufficient or if our users and customers have concerns regarding the transfer of data from the European Union to the United States, we could be subject to orders to suspend our services, enforcement actions or investigations by the Federal Trade Commission, California Attorney General, individual EU Data Protection Authorities or lawsuits by private parties, use of our products could decline and our business could be negatively impacted. There is also uncertainty as to whether certain legal mechanisms for the lawful transfer of data from the European Union to the United States or other jurisdictions will withstand legal challenges, and such legal mechanisms may be modified or replaced. If the mechanisms on which we rely for the transfer of data are found to be invalid or are modified or replaced, our business would be substantially impacted, as key agreements may need to be renegotiated, customers may lose confidence in our ability to transfer data legally from the European Union to the United States or other jurisdictions and we may be subject to orders to suspend our services, enforcement actions or investigations by the Federal Trade Commission, California Attorney General, or EU Data Protection Authorities.
Public scrutiny of internet privacy and security issues may result in increased regulation and different industry standards, which could deter or prevent us from providing our products to our customers, thereby harming our business.
The regulatory framework for privacy and security issues worldwide is evolving and is likely to remain in flux for the foreseeable future. Various government and consumer agencies have also called for new regulation and changes in industry practices. Practices regarding the registration, collection, processing, storage, sharing, disclosure, use and security of personal and other information by companies offering an online service like our survey platform and other solutions have recently come under increased public scrutiny.
For example, the European Union has enacted the GDPR, which became effective in May 2018 and the State of California has enacted the California Consumer Privacy Act 2018 (“CCPA”) which became effective on January 1, 2020. The GDPR and CCPA require greater compliance efforts for companies with users or operations in the European Union and/or California and provides for fines of: in the case of the GDPR, up to the greater of €20,000,000 or 4% of global annual revenue for noncompliance; or in the case of the CCPA, up to $2,500 per violation or $7,500 for each intentional violation, as well as a private right of action for certain failures to implement and maintain reasonable security measures.
In the United States, the federal government and many state governments have reviewed and are reviewing the need for greater regulation of the collection, processing, storage, sharing, disclosure, use and security of information concerning consumer behavior with respect to online services, including regulations aimed at restricting certain targeted advertising practices and collection and use of data from mobile devices. This review
may result in new laws or the promulgation of new regulations or guidelines. For example, the State of California and other states have passed laws relating to disclosure of companies’ practices with regard to Do-Not-Track signals from internet browsers, the ability to delete information of minors and new data breach notification requirements. California has also adopted privacy guidelines with respect to mobile applications and in 2018 enacted the CCPA. The CCPA requires covered companies to provide new disclosures to California consumers, and affords such consumers rights to access and delete personal information and new abilities to opt-out of certain sales of personal information, among other things. The CCPA became enforceable on July 1, 2020. Laws similar to the CCPA have also been proposed in other states, and one state, Nevada, has implemented a law imposing obligations similar to the CCPA. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California voters on November 3, 2020. The CPRA will take effect on January 1, 2023 and, as currently drafted, would significantly modify the CCPA, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses. We cannot yet predict the full impact of the CCPA, CPRA, or other similar laws or regulations on our business or operations, but they may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.
In June 2016, the United Kingdom voted to leave the European Union, commonly referred to as “Brexit,” which could also lead to further legislative and regulatory changes. The United Kingdom left the European Union on January 31, 2020 with a transition period through December 31, 2020. The risks are yet undetermined depending on the outcomes of negotiations that could arise during this time period and beyond. A Data Protection Act has been enacted that substantially implements GDPR, which became law in May 2018. It remains unclear, however, how United Kingdom data protection laws or regulations and enforcement strategies will develop in the medium to longer term and how data transfers to and from the United Kingdom will be regulated.
Additionally, we historically have participated in the EU-U.S. Privacy Shield and a related program, the Swiss-U.S. Privacy Shield, and made use of certain model clauses approved by the European Commission (the “SCCs”), with regard to certain transfers of personal data from the European Economic Area (“EEA”) to the United States. Both the EU-U.S. Privacy Shield Framework and SCCs have been subject to legal challenge, however, and on July 16, 2020, the Court of Justice of the European Union (“CJEU”) issued a decision that invalidated the EU-U.S. Privacy Shield and imposed additional obligations on companies when relying on the SCCs. This CJEU decision may result in European data protection regulators applying differing standards for, and requiring ad hoc verification of, transfers of personal data from Europe to the United States or may result in those transfers being deemed unlawful. We are analyzing the impacts of this decision and resulting recommendations from the European Data Protection Board as well as individual data protection authorities, and we may find it necessary or appropriate to take different or additional steps with respect to transfers of personal data, which may result in significant increased costs of compliance and limitations on our customers and us. We may be unsuccessful in maintaining legitimate means for our transfer and receipt of personal data from the EEA or Switzerland. We may experience reluctance or refusal by current or prospective European customers to use our survey platform or other solutions, and we and our customers may face a risk of orders to suspend our services or enforcement actions by data protection authorities in the EEA relating to personal data transfers to us and by us from the EEA. Any such actions could result in substantial costs and diversion of resources, distract management and technical personnel and negatively affect our business, operating results and financial condition.
Outside the European Union and the United States, a number of countries have adopted or are considering privacy laws and regulations, including laws and regulations requiring local storage and processing of data, that may result in greater compliance efforts. In addition, government agencies and regulators have reviewed, are reviewing and will continue to review the personal data practices of certain online companies. If we are unable to comply with any such reviews or decrees that result in recommendations or binding changes, or if the recommended changes result in degradation of our products, our business could be harmed.
Our business, including our ability to operate and expand internationally, could be adversely affected if legislation or regulations are adopted, interpreted or implemented in a manner that is inconsistent with our current business practices and that require changes to these practices, the design of our websites, mobile applications, survey platform, solutions, features or our privacy policies. In particular, the success of our business has been, and we expect will continue to be, driven by our ability to responsibly gather and use data from data subjects and help our customers collect and analyze data from survey respondents. Therefore, our business could be harmed by any significant change to applicable laws, regulations or industry standards or practices regarding the storage, use or disclosure of data our customers or respondents share with us, or regarding the manner in which the express or
implied consent of consumers for such collection, analysis and disclosure is obtained. Such changes may require us to modify our survey platform, features and other products, possibly in a material manner, and may limit our ability to develop new products, solutions and features that make use of the data that we collect.
Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.
We are subject to a variety of laws in the United States and abroad, including laws regarding privacy, data protection, data security, data retention and consumer protection, accessibility, sending and storing of electronic messages (and related traffic data where applicable), human resource services, employment and labor laws, workplace safety, intellectual property and the provision of online payment services, including credit card processing, consumer protection laws, anti-bribery and anti-corruption laws, import and export controls, federal securities laws and tax regulations, which are continuously evolving and developing. The scope and interpretation of the laws and other obligations that are or may be applicable to us, our vendors or partners or certain groups of our users are often uncertain and may be conflicting, particularly laws and other obligations outside of the United States. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement and other theories based on the nature and content of the materials searched, the advertisements posted or the content provided by users.
In addition, regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning privacy, spam, data storage, data protection, local storage or processing of data, content regulation, cybersecurity, intellectual property infringement, consumer rights, government access to personal information and other matters that may be applicable to our business. Compliance with these laws may require substantial investment or may provide technical challenges for our business. More countries are enacting and enforcing laws related to the appropriateness of content and enforcing those and other laws by blocking access to services that are found to be out of compliance. It is also likely that as our business grows, evolves and an increasing portion of our business shifts to mobile and our solutions are used in a greater number of countries and additional groups, we will become subject to laws and regulations in additional jurisdictions. Users of our site and our solutions could also abuse or misuse our survey platform and other products in ways that violate laws or cause damage to our business. It is difficult to predict how existing laws will be applied to our business and whether we will become subject to new laws or legal obligations that will impact our business.
If we are not able to comply with these laws or other legal obligations, or if we or our vendors or users become liable under these laws or legal obligations, or if our products or services are suspended or blocked, we could be directly harmed, and we may be forced to implement new measures to reduce exposure to this liability. This may require us to expend substantial resources or to discontinue certain solutions, which would negatively affect our business, results of operations and financial condition. We could also be subject to investigations, enforcement actions and sanctions, mandatory changes to our products and solutions, disgorgement of profits, fines and damages, civil and criminal penalties or injunctions, claims for damages, termination of contracts and loss of intellectual property rights. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business, results of operations and financial condition.
We are subject to export and import control laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws and regulations.
We are subject to U.S. export controls and sanctions regulations that prohibit the shipment or provision of certain products and solutions to certain countries, governments and persons targeted by U.S. sanctions. While we take precautions to prevent our products and services from being exported or used in violation of these laws, including implementing IP address blocking, we cannot guarantee that the precautions we take will prevent violations of export control and sanctions regulations. If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us.
In addition, various countries regulate the import and export of certain encryption and other technology, including import and export permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products or could limit our users’ ability to access our survey platform in those countries. Changes in our products, or future changes in export and import regulations, may prevent our users with international operations from deploying our products globally or, in some cases, prevent the export or import of our products to
certain countries, governments or persons altogether. Any change in export or import regulations, economic sanctions or related legislation or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell subscriptions to our products to, existing or potential users with international operations. Any decreased use of our survey platform or limitation on our ability to export or sell our products would likely adversely affect our business, results of operations and financial condition.
Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.K. Bribery Act and other anti-corruption, anti-bribery and anti-money laundering laws in various jurisdictions both domestic and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person or gain any advantage. The FCPA, U.K. Bribery Act and similar applicable anti-bribery and anti-corruption laws also prohibit our third-party business partners, representatives and agents from engaging in corruption and bribery. We may be held liable for the acts of recently acquired companies, our third-party business partners, representatives and agents. To that end, in addition to our own salesforce, we leverage third parties to sell our products and conduct our business abroad. We and our third-party business partners, representatives and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners and agents, even if we do not explicitly authorize such activities. While we have policies and procedure to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible. Any violation of the FCPA or other applicable anti-bribery, anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, drop in stock price or overall adverse consequences to our business, all of which may have an adverse effect on our reputation, business, results of operations and financial condition.
Our international operations involve risks that could increase our expenses, adversely affect our operating results and require increased time and attention of our management.
We derive a portion of our revenue from customers located outside of the United States and we have significant operations outside of the United States, including engineering, sales and customer support. We plan to expand our international operations, but such expansion is contingent upon the financial performance of our existing international operations as well as our identification of growth opportunities.
Our international operations are subject to risks in addition to those our domestic operations face, including:
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The level of corporate tax from sales to our non-U.S. customers is generally less than the level of tax from sales to our U.S. customers. This benefit is contingent upon existing tax regulations in the U.S and in the countries in which our international operations are located. Future changes in domestic or international tax regulations could adversely affect our ability to continue to realize these tax benefits.
The intended tax efficiency of our corporate structure and intercompany arrangements depend on the interpretation and application of the tax laws of various jurisdictions and on how we operate our business, and changes to our effective tax rate could adversely impact our results.
Our corporate structure and intercompany arrangements, including the manner in which we develop and use our intellectual property and the transfer pricing of our intercompany transactions, are intended to optimize business efficiency as well as reduce our worldwide effective tax rate. The tax laws of various jurisdictions, including the United States and the other jurisdictions in which we operate, are subject to change, and their application to our international business activities is subject to interpretation and depends on our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or for transfer pricing on intercompany arrangements, or they may make a determination that the manner in which we operate results in our business not achieving the intended tax consequences. This could increase our worldwide effective tax rate and harm our results of operations and financial condition. Our effective tax rate could be adversely affected by several other factors, many of which are outside of our control, such as: increases in expenses that are not deductible for tax purposes, the tax effects of restructuring charges or purchase accounting for acquisitions, increases in withholding taxes, changes related to our ability to ultimately realize future benefits attributed to our deferred tax assets, including those related to other-than-temporary impairment, and a change in our decision to indefinitely reinvest foreign earnings. Further, we periodically undergo review and audit by both domestic and foreign tax authorities and expect such actions to continue in the future. Any adverse outcome of such a review or audit could have a negative effect on our results of operations and financial condition.
The enactment of legislation implementing changes in the U.S. taxation of international business activities, the adoption of other tax reform policies or changes in tax legislation or policies in jurisdictions outside of the United States could materially impact our results of operations and financial condition.
Changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of our domestic and foreign earnings and adversely impact our effective tax rate. The same is true for changes to tax laws in the other countries in which we operate. Due to the expanding scale of our international business activities, any changes in the U.S. or international taxation of such activities may increase our worldwide effective tax rate and harm our business, results of operations and financial condition.
Our operating results may be harmed if we are required to collect sales or other related taxes on subscriptions to our products in jurisdictions where we have not historically done so.
We collect sales, use, value-added and other transaction taxes as part of our subscription agreements in a number of jurisdictions. One or more states or countries may seek to impose incremental or new sales, use, value added or other tax collection obligations on us, including for past sales by us or our resellers and other partners. A successful assertion by a state, country or other jurisdiction that we should have been or should be collecting additional sales, use, value added or other taxes on our products could, among other things, result in substantial tax liabilities,
discourage users from utilizing our products or otherwise harm our business, results of operations and financial condition.
We have a history of net losses, we anticipate increasing expenses in the future and we may not be able to achieve or maintain profitability.
We have incurred net losses on an annual basis since our reincorporation. We incurred net losses of approximately $91.6 million, $73.9 million and $154.7 million during the years ended December 31, 2020, 2019 and 2018, respectively, and we had an accumulated deficit of approximately $494.3 million as of December 31, 2020. As we strive to grow our business, we expect expenses to increase in the near term, particularly as we continue to make investments to scale our business. For example, we are actively investing in our sales team, and we will need an increasing amount of technical infrastructure to continue to satisfy the needs of our user base. We also expect our research and development expenses to increase as we continue to hire employees for our engineering, product and design teams to support these efforts. In addition, we will incur additional general and administrative expenses to support both our growth as well as our operations as a publicly traded company. These investments may not result in increased revenue or growth in our business. We may encounter unforeseen or unpredictable factors, including unforeseen operating expenses, complications or delays, which may result in increased costs. Furthermore, it is difficult to predict the size and growth rate of our market, user demand for our survey platform, the entry of competitive survey platforms or other products or the success of existing competitive products and solutions. As a result, we may not achieve or maintain profitability in future periods. If we fail to grow our revenue sufficiently to keep pace with our investments and other expenses, our business, results of operations and financial condition would be adversely affected.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
As of December 31, 2020, we had $292.1 million of federal and $187.7 million of state net operating loss carryforwards available to reduce future taxable income, which began to expire during 2020. As of December 31, 2020, we had federal research and development credits of $22.1 million which will begin to expire in 2032; state research and development credits of $17.0 million which will carryforward indefinitely; and foreign research and development credits of $0.9 million which will begin to expire in 2037. Under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Based on analysis performed, we have concluded that approximately $53.3 million of net operating loss carryforwards from companies we have previously acquired are subject to limitation under Section 382 of the Code. At this time, for our non-acquired net operating losses, we have not completed a study to assess whether an ownership change under Section 382 of the Code has occurred, or whether there have been multiple ownership changes since our formation. We may have experienced various ownership changes, as defined by the Code, as a result of past financing transactions (or other activities), and we may experience ownership changes in the future as a result of subsequent changes in our stock ownership, some of which may be outside of our control. Accordingly, our ability to utilize the aforementioned carryforwards may be limited.
General Risks
If internet search engines’ methodologies are modified or our search result page rankings decline for other reasons, use and engagement by users could decline.
We depend in part on various internet search engines to direct a significant portion of our traffic to our website. Similarly, we depend on providers of mobile application “store fronts” to allow users to locate and download our mobile applications that enable our product. Our ability to maintain the number of visitors directed to our website and users of our survey platform is not entirely within our control. Our competitors’ search engine optimization, or SEO, efforts may result in their websites receiving a higher search engine results page ranking than ours, or internet search engines could revise their methodologies in an attempt to improve their search results, which could adversely affect the placement of our search result page ranking. If search engine companies modify their search algorithms in ways that are detrimental to our new user growth or in ways that make it harder for our users to use our website, if we fail to successfully manage changes in SEO and social media traffic or if our competitors’
SEO efforts are more successful than ours, overall growth in our user base could slow, user engagement could decrease and we could lose existing users. These modifications may be prompted by search engine companies entering the online survey market or aligning with competitors. Additionally, our competitors may adopt search engine marketing tactics such as bidding on our terms in order to drive up our costs. This could make it more expensive to acquire new customers using our current marketing methods. Our website has experienced fluctuations in search engine results page rankings in the past, and we anticipate similar fluctuations in the future. Any reduction in the number of users directed to our websites would harm our business, results of operations and financial condition.
Our business depends on continued and unimpeded access to the internet and mobile networks by us and our users on personal computers and mobile devices.
Our survey platform and solutions depend on the ability of our customers, respondents and users to access our products through their personal computers and mobile devices. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers, any of whom could take actions that degrade, disrupt or increase the cost of user access to our products, which would, in turn, negatively impact our business. In addition, internet or network access could be disrupted by other third parties. Further, the adoption of any laws or regulations that adversely affect the growth, popularity or use of the internet and mobile networks, including laws limiting internet neutrality, could decrease the demand for our paid subscription offerings or the usage of our survey platform and increase our cost of doing business.
If we are unable to effectively operate on mobile devices, our business could be adversely affected.
Our customers and respondents are increasingly accessing our products on mobile devices. We are devoting valuable resources to solutions related to monetization of mobile usage, and cannot assure you that these solutions will be successful. If the mobile solutions we have developed do not meet the needs of current prospective customers or respondents, or if our solutions are difficult to access, they may reduce their usage of our products or cease using our products altogether and our business could suffer. Additionally, we are dependent on the interoperability of our products with popular mobile operating systems, networks and standards that we do not control, such as Android and iOS operating systems, and any changes in such systems and terms of service that degrade our solutions’ functionality or give preferential treatment to competitive products could adversely affect traffic and monetization on mobile devices. We may not be successful in maintaining and developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards. Each manufacturer or distributor may establish unique technical standards for its devices, and our products may not work or be easily accessible or viewable on these devices as a result. Some manufacturers may also elect not to include our products on their devices, or we may have difficulty preparing or loading our applications in app stores. As new devices and products are continually being released, it is difficult to predict the challenges we may encounter in developing versions of our solutions for use on these alternative devices. If we are unable to successfully implement monetization strategies for our solutions on mobile devices, or if these strategies are not as successful as our offerings for personal computers or if we incur excessive expenses in this effort, our business, results of operations and financial condition would be negatively affected.
If we are unable to successfully implement monetization strategies for our solutions on mobile devices, or these strategies are not as successful as our offerings for personal computers, or if we incur excessive expenses in this effort, our financial performance and ability to grow revenue would be negatively affected.
Failure to protect or enforce our intellectual property rights could harm our business and results of operations.
We regard the protection of our trade secrets, copyrights, trademarks, trade dress, databases, domain names and patents as critical to our success. We strive to protect our intellectual property rights by relying on federal, state and common law rights and other rights provided under foreign laws. These laws are subject to change at any time and could further restrict our ability to protect our intellectual property rights. In addition, the existing laws of certain foreign countries in which we operate may not protect our intellectual property rights to the same extent as do the laws of the United States. We also have a practice of entering into confidentiality and invention assignment agreements with our employees and contractors, and often enter into confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. In addition, from time to time we make our technology available to others under license agreements,
including open source license agreements. However, these contractual arrangements and the other steps we have taken to protect our intellectual property rights may not prevent the misappropriation of our proprietary information, infringement of our intellectual property rights or deter independent development of similar or competing technologies by others and may not provide an adequate remedy in the event of such misappropriation or infringement.
Obtaining and maintaining effective intellectual property rights is expensive, including the costs of defending our rights. We are seeking to protect certain of our intellectual property rights through filing applications for copyrights, trademarks, patents and domain names in a number of jurisdictions, a process that is expensive and may not be successful in all jurisdictions. Even where we have such rights, they may later be found to be unenforceable or have a limited scope of enforceability. In addition, we may not seek to pursue such protection in every location. In particular, we believe it is important to maintain, protect and enhance our brands. Accordingly, we pursue the registration of domain names and our trademarks and service marks in the United States and in many locations outside of the United States. We have already and may, over time, increase our investment in protecting innovations through investments in patents and similar rights, and this process is expensive and time-consuming.
Litigation may be necessary to enforce our intellectual property rights, protect our proprietary rights or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business and results of operations. We may also incur significant costs in enforcing our trademarks against those who attempt to imitate our “SurveyMonkey” brand and other valuable trademarks and service marks.
In addition, we have chosen to make certain of our technology available under open source licenses that allow others to use the technology without payment to us. While we hope to benefit from these activities by having access to others’ useful technology under open source licenses, there is no assurance that we will receive the business benefits we expect.
If we fail to maintain, protect and enhance our intellectual property rights, our business, results of operations and financial condition may be harmed and the market price of our common stock could decline.
We have relationships with third parties to provide, develop and create applications that integrate with our products, and our business could be harmed if we are not able to continue these relationships.
We use software and services licensed and procured from third parties to develop and offer our survey platform and other products. We may need to obtain future licenses and services from third parties to use intellectual property and technology associated with the development of our products, which might not be available to us on acceptable terms or at all. Any loss of the right to use any software or services required for the development and maintenance of our products could result in delays in the provision of our products until equivalent technology is either developed by us or, if available from others, is identified, obtained and integrated, which could harm our business. Any errors or defects in third-party software or services could result in errors or a failure of our products, which could harm our business, results of operations and financial condition.
We also depend on our ecosystem of developers to create applications that will integrate with our survey platform. We offer prebuilt integrations, data portability and single sign-on identity with applications, such as those offered by Salesforce, Marketo, Tableau, Microsoft, and Oracle, as well as open APIs and configurable integrations. Our competitors may be effective in providing incentives to third parties to favor their survey platform, or to prevent or reduce subscriptions to our survey platform. Our reliance on this ecosystem of developers creates certain business risks relating to the quality of the applications built using our application programming interface, including product interruptions of our survey platform from these applications, lack of product support for these applications, our reputation being harmed if the applications do not function as intended and possession of intellectual property rights associated with these applications. We may not have the ability to control or prevent these risks. As a result, issues relating to these applications could adversely affect our brand, reputation, business, results of operations and financial condition.
If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired and our results of operations may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenue.
Our use of open source software could negatively affect our ability to offer and sell subscriptions to our products and subject us to possible litigation.
A portion of the technologies we use incorporates open source software, and we may incorporate open source software in the future. Open source software is generally licensed by its authors or other third parties under open source licenses. The terms of many open source licenses have not been interpreted by U.S. or other courts, and these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products. These licenses may require us to offer our products that incorporate such open source software for no cost, that we make publicly available source code for modifications or derivative works we create based upon, incorporating or using the open source software, and/or that we license such modifications or derivative worksmanaged under the terms of the particular open source license. We may face claims from others claiming ownership of open source software or patents related to that software, rights to our intellectual property or breach of open source license terms, including a demand for release of material portions of our source code or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation, which could be costly to defend, require us to purchase a costly license, require us to establish additional specific open source compliance procedures, or require us to devote additional research and development resources to remove open source elements from or otherwise change our solutions, any of which would have a negative effect on our business and results of operations. In addition, if we were to combine our own software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of some software that would be valuable to keep as a trade secret and/or not make available for use by others. Any of the foregoing could disrupt and harm our business, results of operations and financial condition.
We may be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly to defend and could materially harm our business and results of operations.
We may be party to lawsuits and legal proceedings in the normal course of business. These matters are often expensive and disruptive to normal business operations. We may face allegations, lawsuits and regulatory inquiries, audits and investigations regarding data privacy, security, labor and employment, consumer protection and intellectual property infringement, including claims related to privacy, patents, publicity, trademarks, copyrights and other rights. We may also face allegations, lawsuits and regulatory inquiries, audits and investigations related to our acquisitions, securities issuances or our business practices, including public disclosures about our business. Litigation and regulatory proceedings, and particularly the patent infringement and class action matters we could face, may be protracted and expensive, and the results are difficult to predict. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages and include claims for injunctive relief. Additionally, our litigation costs could be significant. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require us to modify our products or require us to stop offering certain features, all of which could negatively impact our user and revenue growth. We may also become subject to periodic audits, which would likely increase our regulatory compliance costs and may require us to change our business practices, which could negatively impact our revenue growth. Managing legal proceedings, litigation and audits, even if we achieve favorable outcomes, is time-consuming and diverts management’s attention from our business.
The results of regulatory proceedings, litigation, claims and audits cannot be predicted with certainty, and determining reserves for pending litigation and other legal, regulatory and audit matters requires significant judgment. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our reputation, business, results of operations, financial condition and the market price of our common stock.
The recent COVID-19 pandemic could harm our business and results of operations.
In December 2019, COVID-19 was reported in China and in March 2020 the World Health Organization declared it a pandemic. This contagious disease outbreak has continued to spread across the globe and is impacting worldwide economic activity and financial markets. In light of the uncertain and rapidly evolving situation relating to the spread of the disease, we have taken precautionary measures intended to minimize the risk of the virus to our employees, our customers and the communities in which we operate, which could negatively impact our business. For example, in response to the COVID-19 pandemic, we have suspended all business-related travel and instituted work-from-home procedures in accordance with government mandated shelter-in-place guidelines. Although we continue to monitor the situation and may adjust our current policies as more information and public health guidance become available, precautionary measures that have been adopted could negatively affect our customer success efforts, sales and marketing efforts, delay and lengthen our sales cycles or create operational or other challenges, any of which could harm our business, results of operations and financial condition. For example, we have experienced an increase in attrition rates and impact to our sales cycle length, particularly among customers in segments and industries more severely impacted by the ongoing effects of the COVID-19 pandemic, such as travel and hospitality, and these conditions can affect the rate of IT spending and could adversely affect our customers’ ability or willingness to purchase our products, delay prospective customers’ purchasing decisions, reduce the value or duration of their subscription contracts all of which could adversely affect our future sales and operating results. In addition, the disease itself may impact the health and productivity of our workforce if infection rates continue to rise and the COVID-19 pandemic may disrupt the operations of our customers, partners and other third-party providers for an indefinite period of time, including as a result of travel restrictions and business shutdowns, all of which could negatively impact our business, results of operations and financial condition. It is not possible at this time to estimate the impact that the COVID-19 pandemic could have on our business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted.
Our business could be disrupted by catastrophic events and man-made problems, such as power disruptions, data security breaches and terrorism.
Our systems are vulnerable to damage or interruption from the occurrence of any catastrophic event, including earthquake, fire, flood, tsunami or other weather event, power loss, telecommunications failure, software or hardware malfunction, cyber-attack, war, terrorist attack, incident of mass violence or pandemics (including the recent outbreak of COVID-19), which could result in lengthy interruptions in the use of our products. In particular, our U.S. headquarters, certain of the facilities we lease to house our computer and telecommunications equipment and some of the data centers we utilize are located in the San Francisco Bay Area, a region known for seismic activity, and our insurance coverage may not compensate us for losses that may occur in the event of an earthquake or other significant natural disaster. In addition, acts of terrorism, including malicious internet-based activity, could cause disruptions to the Internet or the economy as a whole. Even with our disaster recovery arrangements, use of our products could be interrupted. If our systems were to fail or be negatively impacted as a result of a natural disaster, pandemic, or other event, our ability to deliver products and solutions to our users would be impaired or we could lose critical data. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, our business, results of operations, financial condition and reputation would be harmed.
We have implemented a disaster recovery program that allows us to move website traffic to a backup data center in the event of a catastrophe. This allows us the ability to move traffic in the event of a problem, and the ability to recover in a short period of time. However, to the extent our disaster recovery program does not effectively support the movement of traffic in a timely or complete manner in the event of a catastrophe, our business and results of operations may be harmed.
We do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential harm to our business, results of operations and financial condition that may result from interruptions in our product use as a result of system failures.
We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features, products and solutions, or enhance our existing survey platform, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we have engaged and may continue to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.
Acquisitions and investments could result in operating difficulties, dilution and other harmful consequences that may adversely impact our business, results of operations and financial condition.
We have acquired a number of companies in the past and may make additional acquisitions in the future to add employees, complementary companies, products, solutions, technologies or revenue. Future acquisitions could be material to our results of operations and financial condition. We also expect to continue to evaluate and enter into discussions regarding a wide array of potential strategic transactions. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to complete acquisitions on favorable terms, if at all. The process of integrating an acquired company, business or technology has created, and will continue to create, unforeseen operating difficulties and expenditures. The areas where we face risks include:
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These risks or other problems encountered in connection with our acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and adversely affect our business generally.
Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or write-offs of goodwill, any of which could harm our financial condition. In addition, any acquisitions we announce could be viewed negatively by users, marketers, developers, partners or investors.
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our Consolidated Financial Statements include those related to deferred commissions, stock-based compensation, business combination valuation of goodwill and acquired intangible assets, and incremental borrowing rate for leases, or IBR. Due to the COVID-19 pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets, and while we are not aware of any specific event or circumstance that would require an update to our estimates, judgments or assumptions, they may change in the future. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.
The tracking of certain of our user metrics is done with internal tools and is not independently verified. Certain of our user metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We track certain user metrics with internal tools, which are not independently verified by any third party. Our internal tools have a number of limitations and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our user metrics, including the metrics we report. If the internal tools we use to track these metrics undercount or overcount performance or contain algorithm or other technical errors, the data we report may not be accurate. For example, we track the number of individual users and organizational domains but cannot determine the number of unique users or unique organizations in which we have paying customers with certainty, and our inability to determine the number of our unique users and unique organizations in which we have paying customers may adversely affect our understanding of certain aspects of our business and make it more challenging to manage our business. In addition, limitations or errors with respect to how we measure data (or the data that we measure) may affect our understanding of certain details of our business, which could affect our longer-term strategies. Additionally, regulatory changes could affect requirements related to data we track related to our metrics, and those changes could impact how we continue to measure and compare data over time. If our performance metrics are not accurate representations of our business, if we discover material inaccuracies in our metrics or if the metrics we rely on to track our performance do not provide an accurate measurement of our business, our reputation may be harmed and our business, results of operations and financial condition could be adversely affected, causing our stock price to decline.
Certain of our growth expectations and key business metrics included in this Annual Report on Form 10-K could prove to be inaccurate, and any real or perceived inaccuracies may harm our reputation and negatively affect our business.
Growth expectations are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. We also rely on assumptions and estimates to calculate certain of our key business metrics, such as paying users. We regularly review and may adjust our processes for calculating our key business metrics to improve their accuracy. Our key business metrics may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology. If investors or analysts do not perceive our metrics to be accurate representations of our business, or if we discover material inaccuracies in our metrics, our reputation, business, results of operations and financial condition would be harmed.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the applicable listing standards of The Nasdaq Stock Market LLC. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial
compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, we may experience material weaknesses or significant deficiencies in our controls.
Our internal controls may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to maintain effective controls could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. If we identify material weaknesses in our internal control over financial reporting or fail to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Section 404 of the Sarbanes-Oxley Act could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If any material weaknesses exist or are discovered and we are unable to remediate any such material weakness, our reputation, business, results of operations and financial condition may be adversely affected. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on The Nasdaq Global Select Market.
Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to provide an annual management report on the effectiveness of our internal control over financial reporting and our independent registered public accounting firm is also required to formally attest to the effectiveness of our internal control over financial reporting annually. Our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our common stock.
Our reported results of operations may be adversely affected by changes in accounting principles generally accepted in the United States.
Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (the “FASB”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported results of operations and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. It is difficult to predict the impact of future changes to accounting principles or our accounting policies any of which could negatively affect our results of operations.
Indemnity provisions in various agreements potentially expose us to liability for intellectual property infringement, data protection and other losses.
Our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, privacy, data protection or information security issues, damages caused by us to property or persons or other liabilities relating to or arising from our products or other contractual obligations. Some of these indemnity agreements provide for uncapped liability for which we would be responsible, and some indemnity provisions survive termination or expiration of the applicable agreement. Large indemnity payments could harm our business, results of operations and financial condition. Although we normally contractually limit our liability with respect to such obligations, we may still incur substantial liability related to them and we may be required to cease use of certain functions of our products as a result of any such claims. Any dispute with a customer with respect to such
obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business, results of operations and financial condition.
Risks Related to Our Common Stock
The trading price of our common stock could be volatile, and you could lose all or part of your investment.
Technology stocks have historically experienced high levels of volatility. The trading price of our common stock may fluctuate substantially depending on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include the following:
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In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have an adverse effect on our business, results of operations and financial condition.
Shares of our common stock are subordinate in right of payment to our debts and other liabilities, resulting in a greater risk of loss for stockholders.
Shares of our common stock are subordinate in right of payment to all of our current and future debt. We cannot assure that there would be any remaining funds after the payment of all of our debts for any distribution to holders of the common stock.
Our debt service requirements and restrictive covenants limit our ability to borrow more money, to make distributions to our stockholders and to engage in other activities.
Our existing credit agreement, as amended, contains a number of covenants that limit our ability and our subsidiaries’ ability to, among other things, transfer or dispose of assets, pay dividends or make distributions, incur
additional indebtedness, create liens, make investments, loans and acquisitions, engage in transactions with affiliates, merge or consolidate with other companies or sell substantially all of our assets. Our credit agreement is guaranteed by us and certain of our subsidiaries and secured by substantially all of the assets of the borrower subsidiary, us and the guarantor subsidiaries. The terms of our credit agreement may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions. Additionally, our obligations to repay principal and interest on our indebtedness make us vulnerable to economic or market downturns.
If we are unable to comply with our payment requirements, our lenders may accelerate our obligations under our credit agreement and foreclose upon the collateral, or we may be forced to sell assets, restructure our indebtedness or seek additional equity capital, which would dilute our stockholders’ interests. If we fail to comply with any covenant it could result in an event of default under the agreement and the lenders (or any subsequent lender) could make the entire debt immediately due and payable. If this occurs, we might not be able to repay our debt or borrow sufficient funds to refinance it. Even if new financing is available, it may not be on terms that are acceptable to us. These events could cause us to cease operations.
Our failure to comply with our credit agreement and other indebtedness could require us to abandon our business.
Our indebtedness increases the risk that we will not be able to operate profitably because we will need to make principal and interest payments on our debt. Debt financing also exposes our stockholders to the risk that their holdings could be lost in the event of a default on the indebtedness and a foreclosure and sale of our assets for an amount that is less than the outstanding debt. Our ability to obtain additional debt financing, if required, will be subject to approval of our lenders, which may not be granted, or the interest rates and the credit environment as well as general economic factors and other factors over which we have no control may not be favorable. This may hinder our ability to service our existing debt or obtain additional debt financing.
If securities or industry analysts publish reports that are interpreted negatively by the investment community or publish negative research reports about our business, our share price and trading volume could decline.
The trading market for our common stock depends, to some extent, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts or the information contained in their reports. If one or more analysts publish research reports that are interpreted negatively by the investment community, or have a negative tone regarding our business, financial or operating performance, industry or end-markets, our share price could decline. In addition, if a majority of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
Sales of substantial amounts of our common stock in the public markets, or the perception that such sales could occur, could reduce the price that our common stock might otherwise attain.
Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. Shares of our capital stock outstanding as of December 31, 2020 are freely tradable without restrictions or further registration under the Securities Act, except for any shares held by our insiders and subject to periodic “blackout” periods, or held by our “affiliates” as defined in Rule 144 under the Securities Act and except for restricted stock awards issued in connection with our acquisition of Usabilla.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of rendering more difficult, delaying or preventing a change of control or changes in our management. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:
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These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace membersdirection of our board of directors, which is responsible for appointing the memberscurrently comprised of ten members. Nine of our management. Provisions in our credit facilities also deter or prevent a business combination. In addition, institutional shareholder representative groups, shareholder activists and others may disagree with our corporate governance provisions or other practices, including anti-takeover provisions, such as those listed above. We generally will consider recommendations of institutional shareholder representative groups, but we will make decisions based on what our board and management believe to be inten directors are independent within the best long-term interests of our company and stockholders; however, these groups could make recommendations to our stockholders against our practices or our board members if they disagree with our positions. Finally, because we are incorporated in Delaware, we are governed by the provisions of Section 203meaning of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.
Our amended and restated bylaws provide that the Court of Chanceryindependent director requirements of the StateNasdaq Stock Market LLC (“Nasdaq”). Our board of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ abilitydirectors is currently divided into three classes, but undergoing a phased declassification in accordance with an amendment to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated bylaws provides that the Court of Chancery of the State of Delaware is the exclusive forum for:
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If a court were to find the Delaware exclusive-forum provision in our amended and restated bylawsCertificate of Incorporation approved by our Board and stockholders in fiscal year 2022 (the “Declassification Amendment”). Under the terms of the Declassification Amendment, beginning at the 2022 Annual Meeting of Stockholders, each class of directors will stand for election to be inapplicable or unenforceable in an action, we may incur additional costs associatedone-year terms after the expiration of their respective current terms with resolving the dispute in other jurisdictions, which could seriously harm our business.
Our amended and restated bylaws further providesresult that the federal district courts of the United States of Americaentire Board will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, these provisions do not apply to any cause of action arising under the Exchange Act.
Both of these exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees.
We do not expect to declare any dividends in the foreseeable future.
We have never declared nor paid any cash dividendselected on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will bean annual basis at the discretion2024 Annual Meeting of Stockholders and at each annual meeting thereafter.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Our corporate headquarters occupies approximately 199,000 square feet in San Mateo, California under our master lease agreement and multiple sublease agreements that expire at various times through December 2028. We also lease offices in Portland, Oregon; Seattle, Washington; New York, New York; San Francisco, California; Ottawa, Canada; Dublin, Ireland; London, United Kingdom; Berlin, Germany; and Amsterdam, the Netherlands.
We believe that our existing facilities are sufficient for our current needs. In the future, we may need to add new facilities and expand our existing facilities as we add employees, grow our infrastructure and evolve our business, and we believe that suitable additional or substitute space will be available on commercially reasonable terms to meet our future needs.
Item 3. Legal Proceedings
From time to time, we are subject to legal proceedings, claims and litigation arising in the ordinary course of business, which may include, but are not limited to, patent and privacy matters, labor and employment claims, class action lawsuits, as well as inquiries, investigations, audits and other regulatory proceedings. Periodically, we evaluate developments in our legal matters and record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both likelihood of there being, and the estimated amount of, a loss related to such matters, and our judgment may be incorrect.
There are currently no legal matters or claims that have arisen from the normal course of business that we believe would have a material impact on our financial position, results of operations or cash flows.
Future litigation may be necessary, among other things, to defend ourselves or our users by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights. The results of any litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on The Nasdaq Global Select Market under the symbol “SVMK”.
Stockholders of Record
As of February 12, 2021, there were 129 stockholders of record of our common stock. However, because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to accurately estimate the total number of stockholders represented by these record holders.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Additionally, our ability to pay dividends on our common stock is limited by restrictions on our ability to pay dividends or make distributions under the terms of our credit facilities. Any future determination to declare cash dividends will be made at the discretionmember of our board of directors subject to applicable laws,effective July 29, 2022.
Name | Class | Age | Position | Director Since | Current Term Expires | ||||||||||
Alexander J. “Zander” Lurie | I | 49 | Chief Executive Officer & Director | 2009 | 2023 | ||||||||||
Lauren Antonoff(2) | II | 52 | Director | 2022 | 2023 | ||||||||||
Dana L. Evan(1) | I | 63 | Director | 2012 | 2023 | ||||||||||
Ryan Finley(3) | II | 46 | Director | 1999 | 2023 | ||||||||||
Sagar Gupta(4) | I | 35 | Director | 2022 | 2023 | ||||||||||
Benjamin C. Spero(1)(2) | II | 47 | Director | 2009 | 2023 | ||||||||||
Susan L. Decker(1)(4) | III | 60 | Director | 2017 | 2024 | ||||||||||
David A. Ebersman(3)(4) | III | 53 | Chair of the Board | 2015 | 2024 | ||||||||||
Erika H. James(3) | III | 53 | Director | 2018 | 2024 | ||||||||||
Sheryl K. Sandberg(2) | III | 53 | Director | 2015 | 2024 |
(1) | Member of our audit committee. |
(2) | Member of our compensation committee. |
(3) | Member of our nominating and corporate governance committee. |
(4) | Member of our strategic committee. |
Unregistered Salessince December 2009, including as Chair of our board of directors from July 2015 to January 2016. Mr. Lurie also has served as our interim Chief Financial Officer: most recently from September 2022 to December 2022, following the departure of Justin Coulombe, our former Chief Financial Officer; previously from March 2021 through June 2021, following the departure of Deborah L. Clifford, our former Chief Financial Officer; and Issuer Purchasesprior to that, from April 2019 through July 2019, following the retirement of Equity Securities
None.
Stock Performance Graph
The following stock performance graphTimothy J. Maly, our former Chief Financial Officer and related information shall not be deemed “soliciting material” orChief Operating Officer. Prior to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or Exchange Act, exceptjoining Momentive, Mr. Lurie served as Senior Vice President of Entertainment at GoPro, a consumer company focused on building cameras, software and accessories, from November 2014 until January 2016. From February 2013 to January 2014, Mr. Lurie served as Executive Vice President for Guggenheim Digital Media, an internet media company. From April 2010 to August 2012, Mr. Lurie served as Senior Vice President, Strategic Development at CBS, a mass media corporation. From February 2008 to April 2010, Mr. Lurie served as Chief Financial Officer and Head of Business Development for CBS Interactive, a division of CBS. Mr. Lurie came to CBS Interactive via its acquisition of CNET Networks, a media website focused on technology and consumer electronics, where he served as head of Corporate Development from February 2006 to February 2008, and just prior to the extent that we specifically incorporate it by reference into such filing.
The following stock performance graph compares total stockholder returns for SVMK Inc. relative to the S&P 500 Index and the S&P 500 Information Technology (“IT”) Index, assuming a $100 investment at market close on September 26, 2018, which was the initial trading day of our common stock and its reiterative performance is tracked through December 31, 2020. The stock performance shownacquisition he also served as Chief Financial Officer. Mr. Lurie began his career in the graph below is not necessarily indicativeinvestment banking group at J.P. Morgan where he led equity transactions and mergers and acquisitions in the internet sector. Mr. Lurie has served on the board of future price performance.
Company / Index |
| Base period 9/26/18 |
| 12/31/2018 |
| 6/30/2019 |
| 12/31/2019 |
| 6/30/2020 |
| 12/31/2020 |
| ||||||
SVMK Inc. |
| $ | 100.00 |
| $ | 71.17 |
| $ | 95.77 |
| $ | 103.65 |
| $ | 136.54 |
| $ | 148.20 |
|
S&P 500 Index |
|
| 100.00 |
|
| 86.27 |
|
| 101.23 |
|
| 111.18 |
|
| 106.69 |
|
| 129.25 |
|
S&P 500 IT Index |
|
| 100.00 |
|
| 83.12 |
|
| 104.83 |
|
| 123.05 |
|
| 140.53 |
|
| 174.99 |
|
Item 6. Selected Financial Data
The following
Consolidated Statement of Operations Data
|
| Year Ended December 31, |
| |||||||||||||
(in thousands, except per share amounts) |
| 2020 |
| 2019 |
| 2018 |
| 2017 |
| 2016 |
| |||||
Revenue |
| $ | 375,610 |
| $ | 307,421 |
| $ | 254,324 |
| $ | 218,773 |
| $ | 207,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (91,581 | ) | $ | (73,859 | ) | $ | (154,740 | ) | $ | (24,010 | ) | $ | (76,350 | ) |
Net loss per share, basic and diluted |
| $ | (0.65 | ) | $ | (0.56 | ) | $ | (1.43 | ) | $ | (0.24 | ) | $ | (0.77 | ) |
Weighted-average shares used in computing basic and diluted net loss per share |
|
| 139,887 |
|
| 131,568 |
|
| 107,900 |
|
| 100,244 |
|
| 98,539 |
|
Consolidated Balance Sheet Data
|
| As of December 31, |
| |||||||||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| 2017 |
| 2016 |
| |||||
Cash and cash equivalents |
| $ | 224,390 |
| $ | 131,035 |
| $ | 153,807 |
| $ | 35,345 |
| $ | 23,287 |
|
Working capital (deficiency)(1) (2) |
|
| 33,731 |
|
| (31,766 | ) |
| 34,503 |
|
| (68,258 | ) |
| (75,854 | ) |
Total deferred revenue |
|
| 170,632 |
|
| 141,005 |
|
| 101,472 |
|
| 85,048 |
|
| 76,420 |
|
Total operating lease liabilities(1) |
|
| 82,805 |
|
| 91,049 |
|
| — |
|
| — |
|
| — |
|
Financing obligation on leased facility(1) |
|
| — |
|
| — |
|
| 92,009 |
|
| 93,385 |
|
| 81,939 |
|
Total debt, net(3) |
|
| 213,616 |
|
| 215,516 |
|
| 217,415 |
|
| 318,321 |
|
| 319,300 |
|
Total stockholders' equity |
|
| 346,356 |
|
| 301,984 |
|
| 219,383 |
|
| 40,043 |
|
| 33,021 |
|
|
|
|
|
|
|
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 included elsewhere in this Annual Report on Form 10-K. As discussed in the section titled “Forward-Looking Statements,”, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. 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” under Part II, Item 1A in this Annual Report on Form 10-K.
Overview
We were founded in 1999 and are a leader in agile software solutions that help companies turn stakeholder feedback into action. Our platform empowers users to collect, analyze, and act on feedback from customers, employees, website and app users, and market research audiences. SurveyMonkey’s products enable more than 345,000 organizations to deliver better customer experiences, increase employee retention, and unlock growth and innovation. We offer SaaS feedback solutions across three major product pillars—Surveys, Customer Experience, and Market Research.
We operate as a single operating segment. Our chief operating decision maker, or CODM, is our Chief Executive Officer who reviewsand his extensive background as an executive of companies in the technology industry.
Impactpurposes of COVID-19
In March 2020,Rule 10A-3 and under the World Health Organization declared the outbreaklisting standards of COVID-19Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a pandemic,member of the audit committee, board of directors, or any other board committee, (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or (ii) be an affiliated person of the listed company or any of its subsidiaries.
Our products
We generate substantially all of our revenue from the sale of subscriptions to our products. Our current product portfolio is structured into three primary product pillars—Surveys, Customer Experience, and Market Research.
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|
We offer products from our Survey and Market Research pillars on a self-serve basis through our website and we offer a suite of enterprise-grade feedback software solutions from all three pillars through our direct sales force.
Our business model
We are continuing our rapid evolution from a self-serve online survey tool provider into an enterprise SaaS company. Through a combination of product innovation and acquisitions, we now offer SaaS feedback solutions across three major product pillars—Surveys, Customer Experience, and Market Research. Concurrently, we are building a sales force to increase new sales and cross-selling of our SaaS offerings into small, midsize, and large enterprises.
Our survey platform is inherently viral, as existing users send surveys and share survey results that introduce potential new users and customers to our products. This virality, combined with the ease-of-use and price-disruptive nature of our products and the strength of the SurveyMonkey brand, has enabled us to build an efficient, online self-serve channel for selling versions our survey products. We have a broad and diverse customer base and no customer represented more than 10% of our revenue in any of the periods presented.
To capitalize on the virality of our platform and the scale of business use cases in our user base, we are executing against a two-part growth strategy: 1) deliver new features and product tiers to drive platform usage and increase the conversion of free users to paid subscribers in our self-serve channel; and 2) continue investing in product innovation and go-to-market initiatives to win new customers and convert existing self-serve subscribers to our three enterprise product pillars: Surveys, Customer Experience, and Market Research. As we execute on this strategy and sell more of our products into enterprises directly, we believe we can accelerate our revenue growth profile and increase our customer retention rates over time. We believe our existing user base represents a significant opportunity to expand our business and increase our revenue. In 2020, approximately 29% of our total revenue was generated from customers who purchased software through our enterprise sales force, up from 21% in 2019. As of December 31, 2020, we had over 20 million active users, of which approximately 820,300 were paying users and of our paying users we had approximately 8,200 customers who purchased our software through our enterprise sales channel.
As of December 31, 2020, over 90% of our trailing 12-month bookings were from organizational domain-based customers, which are customers who register with us using an email account with an organizational domain name, such as @surveymonkey.com, but excludes customers with email addresses hosted on widely used domains such as @gmail, @outlook or @yahoo. As of December 31, 2020, our dollar-based net retention rate for organizational domain-based customers was over 100%.
We calculate bookings as the sum of the monthly and annual contract values for contracts sold during a period for our monthly and annual customers, respectively. We calculate organizational dollar-based net retention rate as of a period end by starting with the trailing 12 months of bookings from the cohort of all domain-based customers as of the 12 months prior to such period end (“Prior Period Bookings”). We then calculate the trailing 12 months of bookings from these same customers as of the current period end (“Current Period Bookings”). Current Period Bookings includes any upsells and is net of contraction or attrition, but excludes bookings from new domain-based customers in the current period. We then divide the total Current Period Bookings by the total Prior Period Bookings to arrive at the organizational dollar-based net retention rate.
Key Business Metrics
We review a number of operating and financial metrics, including the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate our business plan and make strategic decisions.
Paying users
|
| As of December 31, |
| |||||||
|
| 2020 |
| 2019 |
| 2018 |
| |||
Paying users |
|
| 820,251 |
|
| 720,921 |
|
| 646,727 |
|
We define a paying user as an individual customer of our survey platform or form-based application, a seat within a SurveyMonkey Enterprise deployment or a subscription to one of our purpose-built solutions, in each case as of the end of a period. One person would count as multiple paying users if the person had more than one paid license at the end of the period. For example, if an individual paying user also had a designated seat in a SurveyMonkey Enterprise deployment, we would count that person as two paying users. Paying users is an indicator of the scale of our business and an important factor in our ability to increase our revenue.
Average revenue per paying user
|
| Year Ended December 31, |
| |||||||
|
| 2020 |
| 2019 |
| 2018 |
| |||
Average revenue per paying user ("ARPU") |
| $ | 487 |
| $ | 450 |
| $ | 406 |
|
We define ARPU as revenue divided by the average number of paying users during the period. For interim periods, we use annualized revenue which is calculated by dividing the revenue for the period by the number of days in that period and multiplying this value by 365 days. We calculate the average number of paying users by adding the number of paying users as of the end of the prior period to the number of paying users as of the end of the current period, and then dividing by two. We consider ARPU to be an important measure because it helps illustrate underlying trends in our business by showing investors the changes in per-user revenue, which is a reflection of our ability to successfully upsell or cross-sell our products and purpose-built solutions. ARPU has limitations as an
analytic tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures. Some of the limitations of ARPU are that it is a calculation that does not reflect expenses that we incurred to generate revenue that is excluded from revenue.
Non-GAAP Financial Measure
We believe that, in addition to our results determined in accordance with GAAP, free cash flow, a non-GAAP financial measure, is useful in evaluating our business, results of operations and financial condition.
Free cash flow
|
| Year Ended December 31, |
| |||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| |||
Free cash flow |
|
| 45,628 |
|
| 40,168 |
|
| 23,339 |
|
We define free cash flow as GAAP net cash provided by operating activities less purchases of property and equipment, and capitalized internal-use software. We consider free cash flow to be an important measure because it measures our liquidity after deducting capital expenditures for purchases of property and equipment and capitalized software development costs, which we believe provides a more accurate view of our cash generation and cash available to grow our business. We expect to generate positive free cash flow over the long term. Free cash flow has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by operating activities. Some of the limitations of free cash flow are that free cash flow does not reflect our future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.
The following is a reconciliation of free cash flow to the most comparable GAAP measure, net cash provided by operating activities:
|
| Year Ended December 31, |
| |||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| |||
Net cash provided by operating activities |
| $ | 55,630 |
| $ | 54,652 |
| $ | 45,372 |
|
Purchases of property and equipment |
|
| (782 | ) |
| (2,450 | ) |
| (9,981 | ) |
Capitalized internal-use software |
|
| (9,220 | ) |
| (12,034 | ) |
| (12,052 | ) |
Free cash flow |
| $ | 45,628 |
| $ | 40,168 |
| $ | 23,339 |
|
Free cash flow is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP.
Components of Results of Operations
Revenue
We derive a substantial majority of our revenue from sales of subscriptions to our software products for survey feedback and customer experience. We also generate a small portion of revenue from sales of subscriptions to our transactional market research solutions.
We recognize subscription revenue ratably over the subscription term, generally ranging from one month to one year, as long as all other revenue recognition criteria have been met. Our contracts are generally non-cancellable and do not contain refund provisions. Subscription fees are collected primarily from credit cards through our website at the beginning of the subscription period.
Cost of Revenue and Operating Expenses
We allocate shared costs, such as depreciation on equipment shared by all departments, facilities (including rent and utilities), employee benefit costs and information technology costs to all departments based on headcount. As such, allocated shared costs are reflected in each cost of revenue and operating expense category, other than restructuring.
Cost of Revenue. Our cost of revenue consists primarily of expenses associated with the delivery and distribution of our products to our users. These expenses generally consist of infrastructure costs, personnel costs and other related costs. Infrastructure costs generally include expenses related to the operation of our data centers, such as data center equipment depreciation, facility costs (such as co-location rentals), amortization of capitalized software, payment processing fees, website hosting costs, external sample costs and charitable donations
associated with our SurveyMonkey Audience solution. Personnel costs include salaries, bonuses, stock-based compensation, other employee benefits and travel-related expenses for employees whose primary responsibilities relate to supporting our infrastructure and delivering user support. Other related costs include amortization of acquired developed technology intangible assets and allocated overhead. We plan to continue investing in additional resources to enhance the capability and reliability of our infrastructure to support user growth and increased use of our products. We expect that cost of revenue will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue in the near term. We expect that cost of revenue will decrease as a percentage of revenue in the long term.
Research and Development. Research and development expenses primarily include personnel costs, costs for third-party consultants, depreciation of equipment used in research and development activities and allocated overhead. Personnel costs for our research and development organization include salaries, bonuses, stock-based compensation, other employee benefits and travel-related expenses. Our research and development efforts focus on maintaining and enhancing existing products and adding new products. Except for costs associated with the application development phase of internal-use software, research and development costs are expensed as incurred. We expect that research and development expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue in the near term. We expect that research and development expenses will remain relatively constant as a percentage of revenue in the long term.
Sales and Marketing. Sales and marketing expenses primarily include personnel costs, costs related to brand campaigns, paid marketing, amortization of acquired trade name and customer relationship intangible assets and allocated overhead. Personnel costs for our sales and marketing organization include salaries, bonuses, sales commissions, stock-based compensation, other employee benefits and travel-related expenses. Sales commissions earned by our sales personnel, including any related payroll taxes, that are considered to be incremental and recoverable costs of obtaining a customer contract are deferred and amortized over an estimated period of benefit of generally four years. We expect that sales and marketing expenses will increase in absolute dollars in future periods and increase as a percentage of revenue in the near term. We expect that sales and marketing expenses will vary from period to period in the long term.
General and Administrative. General and administrative expenses primarily include personnel costs for legal, finance, human resources and other administrative functions, as well as certain executives. Personnel costs for our general and administrative staff include salaries, bonuses, stock-based compensation, other employee benefits and travel-related expenses. In addition, general and administrative expenses include outside legal, accounting and other professional fees, non-income-based taxes and allocated overhead. We expect that general and administrative expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue in the near term. We expect that general and administrative expenses will decrease as a percentage of revenue in the long term.
Interest Expense
Interest expense consists of interest on our credit facilities. For thefiscal year ended December 31, 2018 (which was prior2022, our board of directors held 7 meetings (including regularly scheduled and special meetings) and acted by unanimous written consent from time to time. In order to encourage and enhance communication among independent directors, our adoption of ASC 842 on January 1, 2019), interest expense also included interest on financing obligations related toindependent directors meet in executive session without management directors or company management at least twice per year, as provided in our corporate headquarters. For additional information regarding our credit facilities, see Note 12governance guidelines. Each director, with the exception of Ms. James, attended at least 75% of the Notes to Consolidated Financial Statements included elsewhere in this Annual Reportaggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director, and (ii) the total number of meetings held by all committees of our board of directors on Form 10-K.
Other Non-Operating (Income) Expense, Net
Other non-operating (income) expense, net consists primarily of interest income, net foreign currency exchange gains and losses, gain on sale of private company investments and other gains and losses.
Provision for (Benefit from) Income Taxes
Provision for (benefit from) income taxes consists of U.S. federal and state income taxes and income taxes in certain foreign jurisdictions in which we conduct business. We maintain a valuation allowance against deferred tax assets inhe or she served during the United States and certain foreign jurisdictionsperiods that we have determined are not realizable on a more likelyhe or she served. Ms. James attended less than not basis. For additional information regarding our income taxes, see Note 1375% of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Resultstotal number of Operations
The following tables set forth our results of operations for the periods presented and as a percentagemeetings of our revenue for those periods. Percentages presented inboard of directors held during the following tables maylast fiscal year.
Comparisonattend. At our 2022 annual meeting of stockholders, held on June 7, 2022, four of our directors attended.
|
| Year Ended December 31, |
| ||||||||||||||||
(in thousands) |
| 2020 |
| % of Revenue |
| 2019 |
| % of Revenue |
| 2018 |
| % of Revenue |
| ||||||
Revenue |
| $ | 375,610 |
|
| 100 | % | $ | 307,421 |
|
| 100 | % | $ | 254,324 |
|
| 100 | % |
Cost of revenue(1)(2) |
|
| 83,917 |
|
| 22 | % |
| 76,524 |
|
| 25 | % |
| 77,982 |
|
| 31 | % |
Gross profit |
|
| 291,693 |
|
| 78 | % |
| 230,897 |
|
| 75 | % |
| 176,342 |
|
| 69 | % |
Operating expenses: |
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development(1) |
|
| 112,989 |
|
| 30 | % |
| 90,545 |
|
| 29 | % |
| 106,188 |
|
| 42 | % |
Sales and marketing (1)(2) |
|
| 172,376 |
|
| 46 | % |
| 123,573 |
|
| 40 | % |
| 95,783 |
|
| 38 | % |
General and administrative(1) |
|
| 87,909 |
|
| 23 | % |
| 83,288 |
|
| 27 | % |
| 97,339 |
|
| 38 | % |
Restructuring |
|
| — |
|
| — |
|
| (66 | ) |
| — |
|
| 3,525 |
|
| 1 | % |
Total operating expenses |
|
| 373,274 |
|
| 99 | % |
| 297,340 |
|
| 97 | % |
| 302,835 |
|
| 119 | % |
Loss from operations |
|
| (81,581 | ) |
| (22 | )% |
| (66,443 | ) |
| (22 | )% |
| (126,493 | ) |
| (50 | )% |
Interest expense |
|
| 10,257 |
|
| 3 | % |
| 14,157 |
|
| 5 | % |
| 27,801 |
|
| 11 | % |
Other non-operating (income) expense, net |
|
| (1,436 | ) |
| — |
|
| (3,962 | ) |
| (1 | )% |
| 298 |
|
| — |
|
Loss before income taxes |
|
| (90,402 | ) |
| (24 | )% |
| (76,638 | ) |
| (25 | )% |
| (154,592 | ) |
| (61 | )% |
Provision for (benefit from) income taxes |
|
| 1,179 |
|
| — |
|
| (2,779 | ) |
| (1 | )% |
| 148 |
|
| — |
|
Net loss |
| $ | (91,581 | ) |
| (24 | )% | $ | (73,859 | ) |
| (24 | )% | $ | (154,740 | ) |
| (61 | )% |
|
|
|
| Year Ended December 31, |
| ||||||||||||||||
(in thousands) |
| 2020 |
| % of Revenue |
| 2019 |
| % of Revenue |
| 2018 |
| % of Revenue |
| ||||||
Cost of revenue |
| $ | 4,450 |
|
| 1 | % | $ | 3,658 |
|
| 1 | % | $ | 8,931 |
|
| 4 | % |
Research and development |
|
| 30,693 |
|
| 8 | % |
| 21,159 |
|
| 7 | % |
| 48,739 |
|
| 19 | % |
Sales and marketing |
|
| 19,707 |
|
| 5 | % |
| 11,950 |
|
| 4 | % |
| 19,046 |
|
| 7 | % |
General and administrative |
|
| 24,317 |
|
| 6 | % |
| 23,478 |
|
| 8 | % |
| 55,054 |
|
| 22 | % |
Stock-based compensation, net of amounts capitalized |
| $ | 79,167 |
|
| 21 | % | $ | 60,245 |
|
| 20 | % | $ | 131,770 |
|
| 52 | % |
|
|
|
| Year Ended December 31, |
| ||||||||||||||||
(in thousands) |
| 2020 |
| % of Revenue |
| 2019 |
| % of Revenue |
| 2018 |
| % of Revenue |
| ||||||
Cost of revenue |
| $ | 7,495 |
|
| 2 | % | $ | 5,365 |
|
| 2 | % | $ | 1,952 |
|
| 1 | % |
Sales and marketing |
|
| 5,107 |
|
| 1 | % |
| 3,630 |
|
| 1 | % |
| 2,318 |
|
| 1 | % |
Amortization of acquisition intangible assets |
| $ | 12,602 |
|
| 3 | % | $ | 8,995 |
|
| 3 | % | $ | 4,270 |
|
| 2 | % |
Revenue and costboard of revenue
|
| Year Ended December 31, |
| |||||||||||||||||||
(dollars in thousands) |
| 2020 |
| $ Change |
| % Change |
| 2019 |
| $ Change |
| % Change |
| 2018 |
| |||||||
Revenue |
| $ | 375,610 |
| $ | 68,189 |
|
| 22 | % | $ | 307,421 |
| $ | 53,097 |
|
| 21 | % | $ | 254,324 |
|
Cost of revenue |
|
| 83,917 |
|
| 7,393 |
|
| 10 | % |
| 76,524 |
|
| (1,458 | ) |
| (2 | )% |
| 77,982 |
|
Gross profit |
| $ | 291,693 |
| $ | 60,796 |
|
| 26 | % | $ | 230,897 |
| $ | 54,555 |
|
| 31 | % |
| 176,342 |
|
Gross margin |
|
| 78 | % |
|
|
|
|
|
|
| 75 | % |
|
|
|
|
|
|
| 69 | % |
Revenue increased for the year ended December 31, 2020 compared to the year ended December 31, 2019. Paying users increased 14% from approximately 720,900 as of December 31, 2019 to approximately 820,300 as of December 31, 2020 and ARPU increased 8% from $450 for the year ended December 31, 2019 to $487 for the year ended December 31, 2020. Revenue growth was driven primarily by an increase of $42.5 million, or 65%, in our Enterprise sales channel. Enterprise sales accounted for 29% and 21% of revenue for the years ended December 31, 2020 and 2019, respectively. Revenue for the year ended December 31, 2020 also included approximately $2.1 million of non-recurring revenue from a one-time SurveyMonkey Audience customer and incremental revenue contributions from our acquisition of GetFeedback and Usabilla. In addition, revenue from our self-serve channel grew $25.7 million, or 11%, driven by a combination of demand arising from use cases related to the COVID-19 pandemic as well as ongoing refinement of our paywalls that has driven an increase in customers upgrading to paid plans.
Revenue increased for the year ended December 31, 2019 compared to the year ended December 31, 2018. Paying users increased 11% from approximately 646,700 as of December 31, 2018 to approximately 720,900 as of December 31, 2019 and ARPU increased 11% from $406 for the year ended December 31, 2018 to $450 for the year ended December 31, 2019. Revenue growth was driven primarily by an increase of $31.9 million, or 95%, in our Enterprise sales channel. Enterprise sales accounted for 21% and 13% of revenue for the years ended December 31, 2019 and 2018, respectively. Revenue for the year ended December 31, 2019 also included incremental revenue contributions from our acquisitions of GetFeedback and Usabilla.
Cost of revenue increased for the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due to a $4.3 million increase in website hosting costs and payment processing fees, a $2.3 million increase in external sample costs and charitable donations associated with our SurveyMonkey Audience solution all due to increased sales, and a $2.1 million increase in amortization of intangible assets due to our prior acquisitions, partially offset by a $1.4 million decrease in capitalized software amortization.
Cost of revenue decreased for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to $1.5 million decrease in personnel costs and lower capitalized software amortization of $6.1 million, partially offset by a $3.4 million increase in amortization of intangible assets due to our prior acquisitions as well as a $3.1 million increase in payment processing fees and website hosting costs due to increased sales. The decrease in personnel costs was primarily due to a $5.0 million decrease in stock-based compensation as the year ended December 31, 2018 included the cumulative catch-up of stock based compensation recognized upon the completion of our IPO, offset by an increase of $3.5 million in employee-related expenses due to headcount growth.
Our gross margin increased for the years ended December 31, 2020 and 2019 relative to the respective prior year period primarily due to the increases in revenue.
Research and development
|
| Year Ended December 31, |
| |||||||||||||||||||
(dollars in thousands) |
| 2020 |
| $ Change |
| % Change |
| 2019 |
| $ Change |
| % Change |
| 2018 |
| |||||||
Research and development |
| $ | 112,989 |
| $ | 22,444 |
|
| 25 | % | $ | 90,545 |
| $ | (15,643 | ) |
| (15 | )% | $ | 106,188 |
|
Research and development expenses increased for the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due to a $20.0 million increase in personnel related costs due to headcount growth and a decrease in the software development costs that qualified for capitalization of $3.9 million, offset by decreases in travel expenses due to suspension of all business-related travel in response to the COVID-19 pandemic.
Research and development expenses decreased for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to a $18.1 million decrease in personnel costs, offset by a $3.1 million increase in facilities costs due to the adoption of ASC 842 (where lease payments for our San Mateo building lease are now accounted for as lease expense rather than as interest expense). The decrease in personnel costs was primarily due to a $27.0 million decrease in stock-based compensation as the year ended December 31, 2018 included the cumulative catch-up of stock based compensation recognized upon the completion of our IPO, offset by an increase of $8.9 million in employee-related expenses due to headcount growth.
Sales and marketing
|
| Year Ended December 31, |
| |||||||||||||||||||
(dollars in thousands) |
| 2020 |
| $ Change |
| % Change |
| 2019 |
| $ Change |
| % Change |
| 2018 |
| |||||||
Sales and marketing |
| $ | 172,376 |
| $ | 48,803 |
|
| 39 | % | $ | 123,573 |
| $ | 27,790 |
|
| 29 | % | $ | 95,783 |
|
Sales and marketing expenses increased for the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due to a $28.5 million increase in personnel-related costs due to headcount growth, an increase of $14.2 million in costs related to brand campaigns and paid marketing and a $1.5 million increase in amortization of intangible assets due to our prior acquisitions. In addition, there were increases in our facilities, IT costs and other expenses, offset by decreases in travel expenses due to suspension of all business-related travel in response to the COVID-19 pandemic.
Sales and marketing expenses increased for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to a $14.4 million increase in personnel costs, an increase of $4.6 million in costs related to brand campaigns and paid marketing, a $5.8 million increase in facilities costs due to the adoption of ASC 842 (where lease payments for our San Mateo building lease are now accounted for as lease expense rather than as interest expense) and a $1.3 million increase in amortization of intangible assets due to our prior acquisitions. The increase in personnel costs was primarily due to an increase of $21.5 million in employee-related expenses due to headcount growth, offset by a $7.1 million decrease in stock-based compensation as the year ended December 31, 2018 included the cumulative catch-up of stock based compensation recognized upon the completion of our IPO.
General and administrative
|
| Year Ended December 31, |
| |||||||||||||||||||
(dollars in thousands) |
| 2020 |
| $ Change |
| % Change |
| 2019 |
| $ Change |
| % Change |
| 2018 |
| |||||||
General and administrative |
| $ | 87,909 |
| $ | 4,621 |
|
| 6 | % | $ | 83,288 |
| $ | (14,051 | ) |
| (14 | )% | $ | 97,339 |
|
General and administrative expenses increased for the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due to a $5.8 million increase in personnel related costs, offset by a $1.0 million decrease in travel expenses due to suspension of all business-related travel in response to the COVID-19 pandemic, and decreases in outside legal, accounting and other professional fees.
General and administrative expenses decreased for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to a $25.0 million decrease in personnel costs, partially offset by a $7.6 million increase in outside legal, accounting and other professional fees related to being a public company and the acquisition of Usabilla and GetFeedback. The decrease in personnel costs was primarily due to a $31.6 million decrease in stock-based compensation as the year ended December 31, 2018 included the cumulative catch-up of stock based compensation recognized upon the completion of our IPO, offset by an increase of $6.6 million in employee-related expenses due to headcount growth. In addition, there were also increases to our lease, IT costs and other expenses.
Interest expense
|
| Year Ended December 31, |
| |||||||||||||||||||
(dollars in thousands) |
| 2020 |
| $ Change |
| % Change |
| 2019 |
| $ Change |
| % Change |
| 2018 |
| |||||||
Interest expense |
| $ | 10,257 |
| $ | (3,900 | ) |
| (28 | )% | $ | 14,157 |
| $ | (13,644 | ) |
| (49 | )% | $ | 27,801 |
|
Interest expense decreased for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to lower interest rates and lower average debt balances from our repayment of principal. For additional information regarding our credit facilities, see Note 12 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Interest expense decreased for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to lower debt balances during the year ended December 31, 2019 relative to the prior year and the adoption of ASC 842 (where the financing obligation on our leased facility was derecognized thereby reducing interest expense comparatively). For additional information regarding our credit facilities, see Note 12 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Other non-operating (income) expense, net
|
| Year Ended December 31, |
| |||||||||||||||||||
(dollars in thousands) |
| 2020 |
| $ Change |
| % Change |
| 2019 |
| $ Change |
| % Change |
| 2018 |
| |||||||
Other non-operating (income) expense, net |
| $ | (1,436 | ) | $ | 2,526 |
|
| (64 | )% | $ | (3,962 | ) | $ | (4,260 | ) |
| (1430 | )% | $ | 298 |
|
Other non-operating income, net for the year ended December 31, 2020 decreased compared to the year ended December 31, 2019 primarily due to a decrease in interest income of $2.2 million resulting from lower interest rates.
Other non-operating income, net for the year ended December 31, 2019 increased compared to the year ended December 31, 2018 (where other non-operating amounts resulted in net expense), primarily due to an increase in interest income of $1.9 million resulting from higher average cash balances and lower foreign currency losses of $1.1 million. In addition, non-operating income increased relative the prior year period due to the decrease in loss on debt extinguishment of $0.9 million recognized during year ended December 31, 2018.
Provision for (benefit from) income taxes
|
| Year Ended December 31, |
| |||||||||||||||||||
(dollars in thousands) |
| 2020 |
| $ Change |
| % Change |
| 2019 |
| $ Change |
| % Change |
| 2018 |
| |||||||
Provision for (benefit from) income taxes |
| $ | 1,179 |
| $ | 3,958 |
|
| (142 | )% | $ | (2,779 | ) | $ | (2,927 | ) |
| (1978 | )% | $ | 148 |
|
Effective tax rate |
|
| (1 | )% |
|
|
|
|
|
|
| 4 | % |
|
|
|
|
|
|
| — |
|
The provision for income taxes increased for the year ended December 31, 2020 compared to the year ended December 31, 2019, primarily due to taxes incurred in connection with a taxable sale of intangible assets and the partial release of the valuation allowance in 2019 as a result of our prior acquisitions.
The benefit from income taxes increased for the year ended December 31, 2019 compared to the year ended December 31, 2018, primarily due to the tax benefits of foreign losses and partial release of the valuation allowance as a result of our prior acquisitions.
Quarterly Results of Operations
The following tables show a summary of our unaudited quarterly statements of operations data for each of the four quarters of the years ended December 31, 2020 and 2019. The unaudited quarterly statements of operations data set forth below have been prepared on a basis consistent with our audited annual Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K and include, in our opinion, all normal recurring adjustments necessary for the fair presentation of the results of operations for the periods presented, in accordance with GAAP. Our historical quarterly results are not necessarily indicative of the results that may be expected in any future period and the unaudited quarterly statements of operations data should be read in conjunction with our Consolidated Financial Statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K. Percentages presented in the following tables may not sum due to rounding.
|
| Three Months Ended |
| ||||||||||||||||||||||
(in thousands, except per share amounts) |
| Mar. 31, 2019 |
| Jun. 30, 2019 |
| Sep. 30, 2019 |
| Dec. 31, 2019 |
| Mar. 31, 2020 |
| Jun. 30, 2020 |
| Sep. 30, 2020 |
| Dec. 31, 2020 |
| ||||||||
Revenue |
| $ | 68,641 |
| $ | 75,139 |
| $ | 79,317 |
| $ | 84,324 |
| $ | 88,265 |
| $ | 90,941 |
| $ | 95,429 |
| $ | 100,975 |
|
Cost of revenue(1)(2) |
|
| 17,530 |
|
| 19,047 |
|
| 19,626 |
|
| 20,321 |
|
| 19,944 |
|
| 21,009 |
|
| 21,899 |
|
| 21,065 |
|
Gross profit |
|
| 51,111 |
|
| 56,092 |
|
| 59,691 |
|
| 64,003 |
|
| 68,321 |
|
| 69,932 |
|
| 73,530 |
|
| 79,910 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development(1) |
|
| 20,806 |
|
| 22,407 |
|
| 22,718 |
|
| 24,614 |
|
| 26,557 |
|
| 26,571 |
|
| 30,068 |
|
| 29,793 |
|
Sales and marketing (1)(2) |
|
| 26,050 |
|
| 29,689 |
|
| 30,926 |
|
| 36,908 |
|
| 42,091 |
|
| 42,578 |
|
| 43,875 |
|
| 43,832 |
|
General and administrative(1) |
|
| 20,556 |
|
| 19,746 |
|
| 20,992 |
|
| 21,994 |
|
| 21,932 |
|
| 21,339 |
|
| 22,181 |
|
| 22,457 |
|
Restructuring |
|
| (66 | ) |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
Total operating expenses |
|
| 67,346 |
|
| 71,842 |
|
| 74,636 |
|
| 83,516 |
|
| 90,580 |
|
| 90,488 |
|
| 96,124 |
|
| 96,082 |
|
Loss from operations |
|
| (16,235 | ) |
| (15,750 | ) |
| (14,945 | ) |
| (19,513 | ) |
| (22,259 | ) |
| (20,556 | ) |
| (22,594 | ) |
| (16,172 | ) |
Interest expense |
|
| 3,659 |
|
| 3,647 |
|
| 3,572 |
|
| 3,279 |
|
| 3,086 |
|
| 2,422 |
|
| 2,379 |
|
| 2,370 |
|
Other non-operating (income) expense, net |
|
| (1,979 | ) |
| (575 | ) |
| (887 | ) |
| (521 | ) |
| (1,236 | ) |
| 102 |
|
| (143 | ) |
| (159 | ) |
Loss before income taxes |
|
| (17,915 | ) |
| (18,822 | ) |
| (17,630 | ) |
| (22,271 | ) |
| (24,109 | ) |
| (23,080 | ) |
| (24,830 | ) |
| (18,383 | ) |
Provision for (benefit from) income taxes |
|
| (138 | ) |
| (344 | ) |
| (1,320 | ) |
| (977 | ) |
| 141 |
|
| (156 | ) |
| 1,289 |
|
| (95 | ) |
Net loss |
| $ | (17,777 | ) | $ | (18,478 | ) | $ | (16,310 | ) | $ | (21,294 | ) | $ | (24,250 | ) | $ | (22,924 | ) | $ | (26,119 | ) | $ | (18,288 | ) |
Net loss per share, basic and diluted |
| $ | (0.14 | ) | $ | (0.14 | ) | $ | (0.12 | ) | $ | (0.16 | ) | $ | (0.18 | ) | $ | (0.17 | ) | $ | (0.19 | ) | $ | (0.13 | ) |
Weighted-average shares used in computing basic and diluted net loss per share |
|
| 126,786 |
|
| 131,099 |
|
| 133,417 |
|
| 134,969 |
|
| 136,911 |
|
| 138,777 |
|
| 141,034 |
|
| 142,827 |
|
|
|
|
| Three Months Ended |
| ||||||||||||||||||||||
(in thousands) |
| Mar. 31, 2019 |
| Jun. 30, 2019 |
| Sep. 30, 2019 |
| Dec. 31, 2019 |
| Mar. 31, 2020 |
| Jun. 30, 2020 |
| Sep. 30, 2020 |
| Dec. 31, 2020 |
| ||||||||
Cost of revenue |
| $ | 1,096 |
| $ | 991 |
| $ | 718 |
| $ | 853 |
| $ | 960 |
| $ | 1,047 |
| $ | 1,222 |
| $ | 1,221 |
|
Research and development |
|
| 4,766 |
|
| 5,629 |
|
| 5,468 |
|
| 5,296 |
|
| 6,457 |
|
| 7,496 |
|
| 8,322 |
|
| 8,418 |
|
Sales and marketing |
|
| 2,780 |
|
| 3,016 |
|
| 2,918 |
|
| 3,236 |
|
| 4,343 |
|
| 4,841 |
|
| 5,912 |
|
| 4,611 |
|
General and administrative |
|
| 6,469 |
|
| 5,518 |
|
| 5,678 |
|
| 5,813 |
|
| 5,742 |
|
| 6,087 |
|
| 6,150 |
|
| 6,338 |
|
Stock-based compensation, net of amounts capitalized |
| $ | 15,111 |
| $ | 15,154 |
| $ | 14,782 |
| $ | 15,198 |
| $ | 17,502 |
| $ | 19,471 |
| $ | 21,606 |
| $ | 20,588 |
|
|
|
|
| Three Months Ended |
| ||||||||||||||||||||||
(in thousands) |
| Mar. 31, 2019 |
| Jun. 30, 2019 |
| Sep. 30, 2019 |
| Dec. 31, 2019 |
| Mar. 31, 2020 |
| Jun. 30, 2020 |
| Sep. 30, 2020 |
| Dec. 31, 2020 |
| ||||||||
Cost of revenue |
| $ | 488 |
| $ | 1,403 |
| $ | 1,557 |
| $ | 1,917 |
| $ | 2,010 |
| $ | 2,003 |
| $ | 1,800 |
| $ | 1,682 |
|
Sales and marketing |
|
| 537 |
|
| 766 |
|
| 964 |
|
| 1,363 |
|
| 1,358 |
|
| 1,355 |
|
| 1,270 |
|
| 1,124 |
|
Amortization of acquired intangible assets |
| $ | 1,025 |
| $ | 2,169 |
| $ | 2,521 |
| $ | 3,280 |
| $ | 3,368 |
| $ | 3,358 |
| $ | 3,070 |
| $ | 2,806 |
|
|
| Three Months Ended |
| ||||||||||||||||||||||
(% of revenue) |
| Mar. 31, 2019 |
| Jun. 30, 2019 |
| Sep. 30, 2019 |
| Dec. 31, 2019 |
| Mar. 31, 2020 |
| Jun. 30, 2020 |
| Sep. 30, 2020 |
| Dec. 31, 2020 |
| ||||||||
Revenue |
|
| 100 | % |
| 100 | % |
| 100 | % |
| 100 | % |
| 100 | % |
| 100 | % |
| 100 | % |
| 100 | % |
Cost of revenue |
|
| 26 | % |
| 25 | % |
| 25 | % |
| 24 | % |
| 23 | % |
| 23 | % |
| 23 | % |
| 21 | % |
Gross profit |
|
| 74 | % |
| 75 | % |
| 75 | % |
| 76 | % |
| 77 | % |
| 77 | % |
| 77 | % |
| 79 | % |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
| 30 | % |
| 30 | % |
| 29 | % |
| 29 | % |
| 30 | % |
| 29 | % |
| 32 | % |
| 30 | % |
Sales and marketing |
|
| 38 | % |
| 40 | % |
| 39 | % |
| 44 | % |
| 48 | % |
| 47 | % |
| 46 | % |
| 43 | % |
General and administrative |
|
| 30 | % |
| 26 | % |
| 26 | % |
| 26 | % |
| 25 | % |
| 23 | % |
| 23 | % |
| 22 | % |
Restructuring |
|
| — | % |
| — | % |
| — | % |
| — | % |
| — | % |
| — | % |
| — | % |
| — | % |
Total operating expenses |
|
| 98 | % |
| 96 | % |
| 94 | % |
| 99 | % |
| 103 | % |
| 100 | % |
| 101 | % |
| 95 | % |
Loss from operations |
|
| (24 | )% |
| (21 | )% |
| (19 | )% |
| (23 | )% |
| (25 | )% |
| (23 | )% |
| (24 | )% |
| (16 | )% |
Interest expense |
|
| 5 | % |
| 5 | % |
| 5 | % |
| 4 | % |
| 3 | % |
| 3 | % |
| 2 | % |
| 2 | % |
Other non-operating (income) expense, net |
|
| (3 | )% |
| (1 | )% |
| (1 | )% |
| (1 | )% |
| (1 | )% |
| — | % |
| — | % |
| — | % |
Loss before income taxes |
|
| (26 | )% |
| (25 | )% |
| (22 | )% |
| (26 | )% |
| (27 | )% |
| (25 | )% |
| (26 | )% |
| (18 | )% |
Provision for (benefit from) income taxes |
|
| — |
|
| — | % |
| (2 | )% |
| (1 | )% |
| — |
|
| — | % |
| 1 | % |
| — | % |
Net loss |
|
| (26 | )% |
| (25 | )% |
| (21 | )% |
| (25 | )% |
| (27 | )% |
| (25 | )% |
| (27 | )% |
| (18 | )% |
Quarterly Revenue and Gross Margin Trends
Our revenue in each of the quarters presented increased due to increases in the number of paying users and in ARPU. Revenue growth was driven primarily by our Enterprise sales channel. In 2020, revenue from our self-serve channel increased due to demand arising from use cases related to the COVID-19 pandemic. In addition, our 2020 revenues increased year-over-year due to the incremental revenue contributions from our acquisitions of Usabilla and GetFeedback in 2019.
Our gross margins increased in each of the quarters presented increased primarily due to the increase in revenue.
Quarterly Operating Expenses Trends
Our quarterly operating expenses have generally increased on a year-over-basis primarily due to increases in personnel costs, the timing and costs of our product development cycles, marketing programs and professional services costs. Our total costs and expenses have generally increased for the periods presented driven by higher employee related expenses primarily due to the addition of headcountdirectors. Additionally, in connection with the expansionexploration and evaluation of our business. The increases are also partially due to increases in paid marketing programs and amortization of intangible assets due to our prior acquisitions. In addition, the expense increases in 2020 were partially offset by decreases in travel related expenses in responsestrategic alternatives available to the COVID-19 pandemic.
Our interest expense decreased due to lower effective interest rates and partial repayment onCompany, our debt.
Seasonality
We have historically experienced seasonality in terms of when we enter into subscription agreements with customers. We typically enter into a lower percentage of agreements with new customers, as well as renewal agreements with existing customers, during the summer months and during the holiday season in the second and fourth quarter of each year.
Liquidity and Capital Resources
As of December 31, 2020 and 2019, our principal sources of liquidity were cash and cash equivalents totaling $224.4 million and $131.0 million, respectively, all of which were bank deposits as well as cash to be received from customers and cash available under our credit facilities.
Since our inception, we have financed our operations primarily through payments received from our customers, borrowings under credit facilities and lines of credit, and our initial public offering in 2018.
We believe our existing cash and cash equivalents, our credit facilities and cash provided by sales of our products will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our
future capital requirements will depend on many factors, including the timing and amount of cash received from customers, the timing and extent of spending to support research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings and the continuing market adoption of our products. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies, this could reduce our ability to compete successfully and harm our results of operations. Additionally, we believe that our financial resources will allow us to manage the potential impacts of COVID-19 on our business operations for the foreseeable future, which could include reductions in revenue and delays in payments from customers and partners. We will continue to assess our liquidity needs as the impact of the COVID-19 pandemic on the economy and our operations continues to evolve. Ongoing worldwide business and economic disruptions could materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition, capitalization, and capital investments. In the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions.
A significant majority of our customers pay in advance for annual subscriptions, which is a substantial source of cash. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which we recognized as revenue in accordance with our revenue recognition policy. As of December 31, 2020 and 2019, we had deferred revenue of $170.6 million and $141.0 million, respectively, a substantial majority of which we expect to record as revenue in the next 12 months, provided all other revenue recognition criteria have been met.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
|
| Year Ended December 31, |
| |||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| |||
Net cash provided by operating activities |
| $ | 55,630 |
| $ | 54,652 |
| $ | 45,372 |
|
Net cash used in investing activities |
|
| (8,907 | ) |
| (128,086 | ) |
| (21,034 | ) |
Net cash provided by financing activities |
|
| 46,669 |
|
| 50,822 |
|
| 95,475 |
|
Effects of exchange rate changes on cash |
|
| (461 | ) |
| (76 | ) |
| (787 | ) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
| $ | 92,931 |
| $ | (22,688 | ) | $ | 119,026 |
|
Cash Flows from Operating Activities
Our largest source of operating cash is cash collections from our customers for subscriptions to our products. Our primary uses of cash in operating activities are for employee-related expenditures, marketing expenses and third-party hosting costs. Historically, we have generated positive cash flows from operating activities. Net cash provided by operating activities is impacted by our net loss adjusted for certain non-cash items, including depreciation and amortization expenses, stock-based compensation, deferred income taxes, as well as the effect of changes in operating assets and liabilities.
During the year ended December 31, 2020, cash provided by operating activities was $55.6 million, primarily due to our net loss of $91.6 million, adjusted for non-cash charges of $142.8 million and net cash inflows of $4.4 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of depreciation and amortization, stock-based compensation, non-cash lease expense, bad debt expense and deferred income taxes. The primary drivers of the changes in operating assets and liabilities related to cash provided by an $29.7 million increase in deferred revenue, a $1.1 million increase in accounts payable and accrued liabilities, and a $7.9 million increase in accrued compensation, partially offset by cash used for prepaid expenses and other assets of $12.1 million and operating lease liabilities of $14.6 million, and an increase in accounts receivable of $7.6 million.
During the year ended December 31, 2019, cash provided by operating activities was $54.7 million, primarily due to our net loss of $73.9 million, adjusted for non-cash charges of $113.5 million and net cash inflows of $15.0 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of depreciation and amortization, stock-based compensation, non-cash lease expense, bad debt expense and deferred income taxes. The primary drivers of the changes in operating assets and liabilities related to cash
provided by an $31.2 million increase in deferred revenue, a $8.3 million increase in accounts payable and accrued liabilities, and a $2.2 million increase in accrued compensation, partially offset by cash used for prepaid expenses and other assets of $5.1 million and operating lease liabilities of $13.9 million, and an increase in accounts receivable of $7.7 million.
During the year ended December 31, 2018, cash provided by operating activities was $45.4 million, primarily due to our net loss of $154.7 million, adjusted for non-cash charges of $184.1 million and net cash inflows of $16.0 million provided by changes in our operating assets and liabilities. Non-cash charges primarily consisted of depreciation and amortization, stock-based compensation, bad debt expense and deferred income taxes. The primary drivers of the changes in operating assets and liabilities related to cash provided by a $16.4 million increase in deferred revenue, a $5.2 million increase in accrued compensation and a $3.6 million increase in accounts payable and accrued liabilities, partially offset by cash used for prepaid expenses and other assets of $5.6 million, as well as an increase in accounts receivable of $2.2 million and a decrease of $1.4 million in accrued interest on financing lease obligation.
Cash Flows from Investing Activities
Our primary investing activities have consisted of capital expenditures to purchase equipment necessary to support our data center facilities and our network and other operations and capitalization of internal-use software necessary to deliver significant new features and functionality in our survey platform which provides value to our customers. As our business grows, we expect our capital expenditures to continue to increase.
Net cash used in investing activities during the year ended December 31, 2020 of $8.9 million was primarily attributable to cash used for the development of internal-use software of $9.2 million that is capitalized and purchases of property and equipment of $0.8 million, partially offset by proceeds from the sale of investment in privately-held company and other property of $1.1 million.
Net cash used in investing activities during the year ended December 31, 2019 of $128.1 million was primarily attributable to the net cash paid for the acquisitions of $114.6 million, purchases of property and equipment of $2.5 million to support additional office space and headcount, and cash used for the development of internal-use software of $12.0 million that is capitalized, which was partially offset by proceeds from the sale of a private company investment of $1.0 million.
Net cash used in investing activities during the year ended December 31, 2018 of $21.0 million was primarily attributable to purchases of property and equipment of $10.0 million to support additional office space and headcount, and the capitalization of internal-use software costs of $12.0 million associated with the development of additional features and functionality of our platform, which was partially offset by proceeds from the sale of a private company investment of $1.0 million.
Cash Flows from Financing Activities
Cash provided by financing activities during the year ended December 31, 2020 of $46.7 million was primarily attributable to proceeds from the exercise of stock options of $42.2 million and shares purchased under our employee stock purchase plan of $6.7 million, partially offset by the principal payments on our credit facilities of $2.2 million.
Cash provided by financing activities during the year ended December 31, 2019 of $50.8 million was primarily attributable to proceeds from the exercise of stock options of $47.7 million and proceeds from our employee stock purchase plan of $5.3 million, partially offset by the principal payments on our credit facilities of $2.2 million.
Cash provided by financing activities during the year ended December 31, 2018 of $95.5 million was primarily attributable to aggregate net proceeds from the completion of our IPO of $232.5 million and proceeds from the exercise of stock options of $0.5 million, offset by $7.2 million in payments related to deferred offering costs, cash paid of $25.8 million for the satisfaction of tax withholding obligations for the release of RSUs, principal payments on our credit facilities of $104.1 million and payment of debt issuance costs of $0.5 million.
Contractual Obligations
Our principal commitments consist of obligations under our credit facilities and leases for office space. As of December 31, 2020, the future non-cancelable minimum payments under these commitments were as follows:
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| Payments Due by Period |
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(in thousands) |
| Total |
| 2021 |
| 2022 |
| 2023 |
| 2024 |
| 2025 |
| Thereafter |
| |||||||
Credit facilities(1) |
| $ | 215,050 |
| $ | 2,200 |
| $ | 2,200 |
| $ | 2,200 |
| $ | 2,200 |
| $ | 2,200 |
| $ | 204,050 |
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Interest payments on credit facilities(1) |
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| 39,282 |
|
| 8,384 |
|
| 8,298 |
|
| 8,212 |
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| 8,148 |
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| 6,240 |
|
| — |
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Operating leases(2) |
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| 111,038 |
|
| 14,234 |
|
| 14,099 |
|
| 13,587 |
|
| 13,287 |
|
| 13,531 |
|
| 42,300 |
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Purchase commitments(3) |
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| 28,220 |
|
| 11,165 |
|
| 8,738 |
|
| 6,202 |
|
| 2,115 |
|
| — |
|
| — |
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Total contractual obligations |
| $ | 393,590 |
| $ | 35,983 |
| $ | 33,335 |
| $ | 30,201 |
| $ | 25,750 |
| $ | 21,971 |
| $ | 246,350 |
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Off-Balance Sheet Arrangements
As of December 31, 2020, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies
We prepare our consolidated financial statements in accordance with GAAP. In the preparation of these consolidated financial statements, we are required to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. To the extent that there are material differences between these judgements, estimates and actual results, our financial condition or results of operations would be affected. We base our judgements and estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting judgements and estimates of this type as critical accounting policies, which we discuss below.
Revenue Recognition
We generate a substantial majority of our revenue from the sale of subscriptions to our software products for survey feedback and customer experience. The revenue we generate from transactional market research solutions services is not significant. We normally sell each of these products in separate contracts to our customers and each product is distinct. The most critical judgments required in applying Topic 606 and our revenue recognition policy relate to the determination of distinct performance obligations. Our policy is to exclude sales and other indirect taxes when measuring the transaction price of our subscription agreements. We account for revenue contracts with customers through the following steps:
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For subscription products, we provide customers the option of monthly, annual or multi-year contractual terms. In general, our customers elect contractual terms of one year or less. Subscription revenue is recognized on a straight-line basis over the related subscription term beginning on the date we provide access. Access to our subscription product is an obligation representing a series of distinct services (and which comprise a single performance obligation) that we provide to our end customer over the subscription term. We recognize our subscription revenue on a straight-line basis because the customer benefits from access to our products throughout the subscription term.
The transactional market research solution services are billed in advance and revenue is recognized after the services have been delivered.
Our contracts are generally non-cancellable and do not contain refund-type provisions and are billed in advance. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred. We record contract liabilities to deferred revenue when cash payments are received or due. Deferred revenue consists of the unearned portion of customer billings.
Stock-Based Compensation
We recognize stock-based compensation expense for all share-based payments to employees, including restricted stock units, stock options, restricted stock awards, and shares issuable under our employee stock purchase plan (the “ESPP”), based on the grant-date fair value of our common stock estimated in accordance with the provisions of ASC 718, Compensation-Stock Compensation. For time-based equity awards, stock-based compensation expense is recognized on a straight-line basis over the award’s requisite service period, which is generally four years for new hires and generally three years for subsequent grants to existing employees. For shares issuable under the ESPP, stock-based compensation expense is recognized on a straight-line basis over the award’s requisite service period, which is an offering period. We recognize the fair value of our performance-based RSUs using the accelerated attribution method. We recognize excess tax benefits from stock-based compensation expense in earnings, which are substantially offset by a valuation allowance. We also made a policy election to account for forfeitures as they occur.
We estimate the fair values of restricted stock units (including those that are performance-based) and restricted stock awards based on the fair value of our common stock on the grant date. We estimate the fair values of our stock options and shares issuable under the ESPP using the Black-Scholes-Merton option-pricing model.
Determining the grant date fair value of stock options and shares issuable under the ESPP requires management to make assumptions and judgments. If any of the assumptions used in the valuation models change significantly, stock-based compensation expense for future awards may differ materially compared with the awards granted previously. The assumptions and estimates are as follows:
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Our board of directors determines the fair value of each share of underlying common stock based on the closing priceestablished a strategic committee in August 2021. The current membership of our common stock as reported oncommittees and the datenumber of meetings held by each committee in fiscal year 2022 is set forth below. Each of our standing committees operates under a written charter that complies with the applicable requirements of the grant, for which there are no estimates or judgements.
Changes in the input assumptions outlined above can affect the fair value estimates used to measure stock-based compensation expense to be recognized.
Business Combinations
When we acquire a business, the purchase consideration is allocated to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated respective fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users including related attrition rates, acquired developed technology including the estimated obsolescence of the technology, and trade names from a market participant perspective, future expected cash flows for operating expenses, useful lives and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to non-operating (income) expense in the consolidated statements of operations.
Impairment of Goodwill and Acquired Intangible Assets
Goodwill is not amortized but rather tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Goodwill impairment is recognized when the carrying value of goodwill exceeds our implied fair value. Goodwill is evaluated for impairment annually on October 1, and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.
Acquisition intangible assets consist primarily of technology, customer relationships and trade names. Purchased intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives following the pattern in which the economic benefits of the assets will be consumed, generally straight-line. We continually evaluate whether events and circumstances have occurred that indicate the remaining estimated useful life of amortizable long-lived assets may warrant revision or that the remaining balance may not be recoverable. When factors indicate that acquisition intangible assets should be evaluated for possible impairment, we use an estimate of the related undiscounted future cash flows over the remaining life of the amortizable long-lived assets in measuring whether they are recoverable. If the estimated undiscounted future cash flows do not exceed the carrying value of the asset, a loss is recorded as the excess of the asset’s carrying value over its fair value.
Determining if an impairment triggering event has occurred (which may include, but is not limited to, a significant adverse change in customer demand or business climate or a significant decrease in expected cash flows) requires significant management judgement. We did not recognize any impairment of goodwill or intangible assets during each of the years ended December 31, 2020, 2019 and 2018.
Recent Accounting Pronouncements
See Note 2 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Annual Report on Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business. These risks include primarily interest rate and foreign currency exchange risks.
Foreign Currency Exchange Risk
Where the functional currency of our foreign subsidiaries is generally the U.S. dollar, monetary assets and liabilities are remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets are remeasured based on historical exchange rates. Gains and losses due to foreign currency are the result of either the remeasurement of subsidiary balances or transactions denominated in currencies other than the foreign subsidiaries’ functional currency and are included in other non-operating (income) expense, net in the statements of operations.
We have foreign currency exchange risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar, principally the Euro, the British Pound Sterling, the Australian dollar, the Canadian dollar, the Japanese Yen and the Brazilian Real. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. We have experienced and will continue to experience fluctuations in foreign exchange gains (losses) related to changes in foreign currency exchange rates. In the event our foreign currency denominated assets, liabilities, sales or expenses increase, our operating results may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business.
From time to time, we may enter into foreign currency derivative contracts to reduce the risk that our cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. To date, we have not entered into any material derivative financial instruments. During the years ended December 31, 2020, 2019 and 2018, we did not have any material amount of derivative financial instruments. A hypothetical 10% change in foreign currency exchange rates for the years ended December 31, 2020, 2019 and 2018 applicable to our business would not have had a material impact on our consolidated financial statements.
Interest Rate Risk
As of December 31, 2020 and 2019, we had cash and cash equivalents of $224.4 million and $131.0 million, respectively, which consisted primarily of bank deposits. Interest-earning instruments carry a degree of interest rate risk. However, our historical interest income has not fluctuated significantly. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. For the year ended December 31, 2020, a hypothetical 10% change in interest rates would not have had a material impact on our consolidated financial statements.
As of December 31, 2020 and 2019, we had borrowings under our credit facilities comprising $215.1 million and $217.3 million aggregate principal value, respectively. Loans under the credit facilities accrue interest based upon, at our option, either at an ABR or a Eurocurrency rate, in each case plus an applicable margin, which exposes us to interest rate risk. Additionally, in July 2017, the U.K. Financial Conduct Authority, the regulator of the London Interbank Offered Rate (“LIBOR”), indicated that it will no longer require banks to submit rates to the LIBOR administrator after 2021 and therefore the continuation of LIBOR on the current basis cannot be guaranteed. Our credit facilities provide that we may borrow at LIBOR or LIBOR-successor benchmark-based rates of interest that vary depending on our credit ratings and prevailing market conventions. The planned phase out of LIBOR as a benchmark may also result in an increase on our future interest obligations. As of December 31, 2020 and 2019, a 100 basis point increase in the ABR would result in an increase in interest payments on our debt of $0.1 million and $2.0 million, respectively.
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of SVMK Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SVMK Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with theNasdaq listing standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 18, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standardsSEC. Each of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated belowcharters is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinionposted on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Name of Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Strategic Committee | ||||
Lauren Antonoff(1) | Member | |||||||
Susan L. Decker | Member | Chair | ||||||
Ryan Finley(2) | Member | |||||||
Sagar Gupta | Member | |||||||
David A. Ebersman | Member | Member | ||||||
Dana L. Evan | Chair | |||||||
Erika H. James | Chair | |||||||
Sheryl K. Sandberg | Member | |||||||
Benjamin C. Spero | Member | Chair | ||||||
Total Number of Meetings | 4 | 5 | 3 | 15 |
(1) |
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(2) |
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/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2013.
San Francisco, California
February 18, 2021
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of SVMK Inc.
Opinion on Internal Control Over Financial Reporting
We have audited SVMK Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, SVMK Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of SVMK Inc. as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 18, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management
• | selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
• | helping to ensure the independence and overseeing performance of the independent registered public accounting firm; |
• | reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results; |
• | reviewing our financial statements and our critical accounting policies and estimates; |
• | reviewing the adequacy and effectiveness of our internal controls; |
• | developing and overseeing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls or audit matters; |
• | overseeing our policies on risk assessment and risk management; |
• | overseeing compliance with our code of business conduct and ethics; |
• | reviewing related party transactions; and |
• | pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm. |
• | reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers; |
• | administering our equity compensation plans; |
• | reviewing and approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans; |
• | establishing and reviewing general policies relating to compensation and benefits of our employees; and |
• | making recommendations regarding non-employee director compensation to our full board of directors. |
applicable rules and regulations of the SEC. Each member of the compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.
• | identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees; |
• | evaluating the performance of our board of directors and of individual directors; |
• | considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees; |
• | reviewing developments in corporate governance practices; |
• | evaluating the adequacy of our corporate governance practices and reporting; |
• | approving our committee charters; |
• | overseeing compliance with our code of business conduct and ethics; |
• | overseeing the Company’s strategy, policies and practices relating to environmental, social and governance matters; |
• | contributing to succession planning; |
• | reviewing actual and potential conflicts of interest of our directors and officers other than related party transactions reviewed by our audit committee; and |
• | developing and making recommendations to our board of directors regarding corporate governance guidelines and matters. |
Board Diversity Matrix (As of March 31, 2023) | ||||||||
Total Number of Directors 10 | ||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||
Part I: Gender Identity | ||||||||
Directors | 5 | 4 | 1 | |||||
Part II: Demographic Background | ||||||||
African American or Black | 1 | |||||||
Alaskan Native or Native American | ||||||||
Asian | 1 | |||||||
Hispanic or Latinx | 1 | |||||||
Native Hawaiian or Pacific Islander | ||||||||
White | 4 | 3 | ||||||
Two or More Races or Ethnicities | 1 | |||||||
LGBTQ+ | ||||||||
Did Not Disclose Demographic Background | 1 |
Name | Age | Position | ||
Zander Lurie | 49 | Chief Executive Officer & Director | ||
Lora D. Blum | 49 | Chief Legal Officer and Secretary | ||
Rebecca Cantieri | 48 | Chief People Officer | ||
Priyanka Carr | 37 | Chief Operating Officer | ||
Clarence “Ken” Ewell | 57 | Chief Customer Officer | ||
Richard E. “Rich” Sullivan, Jr. | 50 | Chief Financial Officer |
• | On October 12, 2022, Legion Partners Asset Management, LLC and certain of its affiliates (the “Legion Group”), which has determined that it may be deemed a director by deputization by virtue of its representation on our board of directors, filed a Form 3 to report Legion Group’s aggregate holdings as of March 1, 2022. |
• | The Legion Group also filed a Form 4 on October 12, 2022, to report the Legion Group’s purchase of an aggregate 772,500 shares of our common stock on August 22, 2022. |
Item 11. | Executive Compensation |
• | Alexander J. “Zander” Lurie, our Chief Executive Officer, interim Chief Financial Officer (from September 30, 2022 through December 12, 2022) and Director (our “CEO”); |
• | Richard E. “Rich” Sullivan, Jr., our Chief Financial Officer; |
• | Lora D. Blum, our Chief Legal Officer and Secretary; |
• | Clarence “Ken” Ewell, our Chief Customer Officer; |
• | Priyanka Carr, our Chief Operating Officer; |
• | Justin Coulombe, our former Chief Financial Officer (until September 30, 2022); and |
• | John S. Schoenstein, our former Chief Revenue Officer (until October 3, 2022). |
• | Total revenue was $480.9 million, an increase of 8% year-over-year. On a constant currency basis, revenue increased 9% year-over-year. |
• | Self-serve revenue was $299.6 million, approximately flat year-over-year. |
• | GAAP operating margin was negative 16.9% and non-GAAP operating margin was 7.9%. |
• | GAAP net loss was $89.9 million and GAAP diluted net loss per share was $0.61. Non-GAAP net income was $27.1 million and non-GAAP diluted net income per share was $0.18. |
• | Net cash provided by operating activities was $8.8 million and free cash flow was $0.1 million. Cash and cash equivalents totaled $202.8 million and total debt was $184.8 million for net cash of $18.0 million as of December 31, 2022. |
• | The Company repurchased approximately 6.6 million shares of common stock for approximately $83.5 million. As of December 31, 2022, the Company’s remaining share repurchase authorization was approximately $116.5 million. |
(1) | To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures. For a full reconciliation of the GAAP to non-GAAP measures, please see Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC February 16, 2023. |
• | Maintain Independent Compensation Committee. The compensation committee is comprised solely of independent directors who determine our compensation policies and practices and who have established effective means for communicating with our stockholders regarding their executive compensation views and concerns, as described in this 10-K/A. |
• | Annual Executive Compensation Review. The compensation committee reviews and approves our compensation strategy annually, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. |
• | Maintain Independent Compensation Advisor. The compensation committee has engaged its own compensation consultant to assist with its 2022 compensation review. This consultant performed no other consulting or other services for us in 2022. |
• | Compensation At-Risk. Our executive compensation program is designed so that a significant portion of our Named Executive Officers’ compensation is “at risk” based on corporate performance, as well as equity-based, to align the interests of our Named Executive Officers and stockholders. |
• | Multi-Year Vesting Requirements. The annual equity awards granted to our Named Executive Officers vest over multi-year periods, consistent with current market practice and our retention objectives. |
• | Stock Ownership Guidelines. We maintain a stock ownership policy for our Chief Executive Officer and the non-employee members of our board of directors. |
• | Compensation Clawback Policy. In the event of a material restatement of our financial results, a violation of a non-compete covenant, or an ethical or criminal violation, our officers who were subject to Section 16 of the Securities Exchange Act of 1934 and certain executive vice presidents may be required to forfeit and repay any incentive-based compensation paid to them beginning with the 2021 performance period. |
• | “Double-Trigger” Change-in-Control Arrangements. All change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change-in-control of the Company plus a qualifying termination of employment before payments and benefits are paid). |
• | Health and Welfare Benefits. Our Named Executive Officers participate in broad-based Company-sponsored health and welfare benefit programs on the same basis as our other full-time, salaried employees. |
• | Succession Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in place. |
• | No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees. Our Named Executive Officers are eligible to participate in our Section 401(k) retirement plan on the same basis as our other employees. |
• | No Excessive Perquisites. We provide minimal perquisites and other personal benefits to our Named Executive Officers. |
• | No Tax Payments on Perquisites. We do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits, other than on standard relocation benefits. |
• | No Tax Payments on Change-in-Control Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company. |
• | No Hedging or Pledging of our Equity Securities. We prohibit our employees, including our Named Executive Officers, and the non-employee members of our board of directors from hedging or pledging our equity securities. |
• | Base Salaries. Approved a base salary increase of 7.2%, to $520,000, for our CEO and annual base salary increases ranging from 4.2% to 12.0% for our other Named Executive Officers who did not first become Named Executive Officers in 2022. |
• | Annual Cash Bonuses. Approved changes to the annual bonus plan design for fiscal 2022 to shift the weighting of 2022 performance metrics to 50% revenue and 50% Non-GAAP operating income (prior to 2022, weighting was 70% revenue and 30% Non-GAAP operating income) to emphasize profitability. We also gave our CEO discretion to adjust Named Executive Officer bonus payments for 2022 performance using an individual performance multiplier that ranges from 0% - 130% of the resulting corporate score. Given the results of our corporate goals yielded a multiplier below 75% (54.5% for 2022) the individual performance multiplier was capped with a range from 0% - 100%. Discretion was reviewed and approved by the compensation committee, where applied. |
• | Long-Term Incentive Compensation. Our goal is to deliver market competitive long-term incentive compensation opportunities that help motivate and retain our executives. As a part of our ongoing diligence, we monitor the retentiveness of the outstanding equity holdings of our Named Executive Officer group and maintain the flexibility to address issues in the unvested holdings with respect to our Named Executive Officers. We exercised such discretion in 2022 given the volatility in the market. |
• | Management Retention Equity Grants. Additionally, we granted additional long-term incentive opportunities in the form of stock options to address retention concerns due to the volatility in the stock price and its effect on the retentive power of our Named Executive Officer’s equity holdings. Of the management team, three of our Named Executive Officer received these retention awards; our CEO did not receive a retention award. |
• | Appointment of Chief Operating Officer. In connection with Ms. Carr’s promotion to Chief Operating Officer of our Company, we entered into an employment offer letter dated February 18, 2022 with Ms. Carr. The terms of our compensation arrangements with Ms. Carr were as follows: |
o | An annual base salary of $380,000. |
o | A target annual cash bonus opportunity under the Executive Bonus Plan equal to 70% of her annual base salary, which will be pro-rated for the 2022 fiscal year. |
o | Ms. Carr’s Change in Control and Severance Agreement was amended to provide payments and benefits that are aligned with a Section 16 position in our structure. The payments would be made if her employment is either terminated without cause or she resigns for good reason, including in connection with a change in control of the Company. For a description of these post-employment compensation arrangements, see “Potential Payments upon Termination or Change in Control” below. |
o | Ms. Carr entered into our standard form of Indemnification Agreement. |
o | The grant date fair value of the equity awards granted to Ms. Carr are set forth in the “2022 Summary Compensation Table” and the “2022 Grants of Plan-Based Awards Table” below. |
• | Expansion of Role of Chief Customer Officer. In connection with the expansion of Mr. Ewell’s role as Chief Customer Officer to assume the responsibilities of our sales-assisted business, we entered into an employment offer letter dated August 1, 2022 with Mr. Ewell. The terms of our compensation arrangements with Mr. Ewell were as follows: |
o | An annual base salary of $415,000. |
o | A target annual cash bonus opportunity under the Executive Bonus Plan equal to 70% of his annual base salary, which will be pro-rated for the 2022 fiscal year. |
o | An RSU grant equal to $630,000 in value for shares of our common stock, which will vest over a three-year period, with one-twelfth of the RSUs vesting in mid-November 2022 and the remaining shares vesting quarterly thereafter. |
o | Mr. Ewell’s Change in Control and Severance Agreement was amended to provide payments and benefits that are aligned with a Section 16 position in our structure. The payments would be made if his employment is either terminated without cause or he resigns for good reason, including in connection with a change in control of the Company. For a description of these post-employment compensation arrangements, see “Potential Payments upon Termination or Change in Control” below. |
o | The grant date fair value of the equity awards granted to Mr. Ewell are set forth in “2022 Summary Compensation Table” and the “2022 Grants of Plan-Based Awards Table” below. |
• | Appointment of Chief Financial Officer. In connection with Mr. Sullivan’s appointment as our Chief Financial Officer, we entered into an employment offer letter dated November 18, 2022 with Mr. Sullivan. The terms of our initial compensation arrangements with Mr. Sullivan were as follows: |
o | An initial annual base salary of $430,000. |
o | A target annual cash bonus opportunity under the Executive Bonus Plan equal to 70% of his annual base salary, beginning fiscal 2023. In addition, Mr. Sullivan received a signing bonus totaling $150,000, half of which was paid upon start and the other half was paid in alignment with the timing of the 2022 corporate bonus payments. |
o | An RSU grant equal to $2,500,000 in value for shares of our common stock, which will vest over a four-year period, with one quarter of the RSUs vesting on the first anniversary of the vesting commencement date (with the first vesting date anticipated to be in November 2023) and the remaining shares vesting ratably over the following three years on successive quarterly vesting dates. |
o | An RSU grant equal to $2,500,000 in value for shares of our common stock, which will vest over a one-year period, with one quarter of the RSUs vesting on May 15, 2023, and the remaining shares vesting ratably over the following three quarters. |
o | Mr. Sullivan also entered into a Change in Control and Severance Agreement that provides for certain payments and benefits if his employment is either terminated without cause or he resigns for good reason, including in connection with a change in control of the Company. For a description of these post-employment compensation arrangements, see “Potential Payments upon Termination or Change in Control” below. |
o | Mr. Sullivan entered into our standard form of Indemnification Agreement. |
o | The grant date fair value of the equity awards granted to Mr. Sullivan are set forth in the “2022 Summary Compensation Table” and the “2022 Grants of Plan-Based Awards Table” below. |
Our audit included obtaining an understandingalign the attraction, motivation, rewards and retention of internal control over financial reporting, assessingour Named Executive Officers with the riskgoal of promoting the interests of our stockholders. To ensure this balance and to motivate and reward individual impact and accountability, we seek to ensure that a material weakness exists, testingmeaningful portion of our Named Executive Officers’ target annual total direct compensation opportunity is both “at-risk” and variable in nature.
• | First, we provide the opportunity to participate in our Executive Bonus Plan, which provides cash payments if they produce short-term results aligned with long-term stockholder value that meet or exceed certain business objectives set forth in our annual operating plan. |
• | In addition, we grant RSAs and RSUs, which in the aggregate comprise a majority of their target total direct compensation opportunities. We initially shifted the mix of vehicles from 50% stock options and 50% RSAs to 100% RSAs and/or RSUs to better align with the trends within our compensation peer group and help improve our annual dilution profile, but in 2022, we granted additional long-term incentive opportunities to certain Named Executive Officers in the form of stock options to address retention concerns due to the volatility in the stock price. The value of these equity awards depends entirely on the value of our common stock, thereby incentivizing our Named Executive Officers to build sustainable long-term value for the benefit of our stockholders. |
• | provide market competitive compensation opportunities and benefit levels that will attract, motivate, reward and retain a highly talented team of executives within the context of responsible cost management that is internally consistent and fair; |
• | establish a direct link between our financial and operational results and strategic objectives and the compensation of our executives; and |
• | align the interests and objectives of our executives with those of our stockholders by linking their long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance. |
• | the review, analysis and updating of our compensation peer group; |
• | the review and analysis of the base salary levels, annual cash bonus opportunities and long-term incentive compensation opportunities of our Named Executive Officers against competitive market data based on the companies in our compensation peer group and selected compensation surveys; |
• | an assessment of executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments; |
• | an analysis of the Company’s equity utilization; |
• | a compensation risk assessment; |
• | consultation with the compensation committee chair and other members between compensation committee meetings; and |
• | support on other ad hoc matters throughout the year. |
• | publicly traded, U.S. Headquartered companies, with a preference on companies located in the San Francisco Bay Area or the U.S. west coast; |
• | similar industry – companies with a primary focus on cloud-based software, but including broader software industries where otherwise warranted; |
• | similar revenues – within a range of ~0.5x to ~2.0x of our trailing four fiscal quarters’ revenue of approximately $390 million (approximately $195 million to approximately $974 million); and |
• | similar market capitalization – within a range of ~0.25x to ~4.0x of our then-market capitalization of approximately $3.1 billion (approximately $770 million to approximately $12.3 billion). |
Alteryx | Dropbox | Sumo Logic* |
Anaplan* | LivePerson | Talend S.A. |
Appfolio | Medallia | Yext |
Blackline | New Relic | Zendesk |
Box | Pager Duty* | Zuora |
Cloudera | Smartsheet | |
Coupa Software | SPS Commerce |
• | our executive compensation program objectives; |
• | our performance against the financial, operational and strategic objectives established by the compensation committee and our board of directors; |
• | each individual Named Executive Officer’s knowledge, skills, experience, qualifications and tenure relative to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; |
• | the scope of each Named Executive Officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and/or selected broad-based compensation surveys; |
• | the prior performance of each individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function and work as part of a team, all of which reflect our core values; |
• | the potential of each individual Named Executive Officer to contribute to our long-term financial, operational and strategic objectives; |
• | our CEO’s compensation relative to that of our Named Executive Officers, and compensation parity among our Named Executive Officers; |
• | our financial performance relative to our peers; |
• | the compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and |
• | the recommendations of our CEO with respect to the compensation of our Named Executive Officers (except with respect to his own compensation). |
Element | Type of Element | Compensation Element | Objective | |||
Base Salary | Fixed | Cash | Designed to attract and retain executives by providing fixed compensation amounts that are competitive in the market and reward performance | |||
Annual Cash Bonuses | Variable | Cash | Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives | |||
Long Term Incentive Compensation | Variable | Equity awards in the form of RSUs and RSAs for Named Executive Officers, other than the CEO | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value |
Named Executive Officer | 2021 Base Salary($) | 2022 Base Salary ($)(1) | Percentage Adjustment (%) | |||||||||
Zander Lurie | 485,000 | 520,000 | 7.2 | % | ||||||||
Justin Coulombe(2) | 375,000 | 420,000 | 12.0 | % | ||||||||
Lora Blum | 360,000 | 375,000 | 4.2 | % | ||||||||
John Schoenstein(3) | 425,000 | 425,000 | — |
(1) | These base salaries were effective February 1, 2022. |
(2) | Mr. Coulombe resigned from his position as Chief Financial Officer on September 30, 2022. |
(3) | Mr. Schoenstein resigned from his position as Chief Revenue Officer on October 3, 2022. |
Named Executive Officer(1) | 2022 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2022 Target Annual Cash Bonus Opportunity ($)(2) | ||||||
Zander Lurie | 100 | % | 517,027 | |||||
Priyanka Carr(3) | 70 | % | 260,989 | |||||
Rich Sullivan(4) | 70 | % | N/A | |||||
Lora D. Blum | 55 | % | 205,549 | |||||
Ken Ewell(3) | 70 | % | 228,130 |
(1) | Mr. Coulombe and Mr. Schoenstein resigned prior to the end of our fiscal year and were not eligible for 2022 bonus payments. |
(2) | Amounts are based on actual earnings in 2022, not annual base salary rates, which were effective in February 2022. |
(3) | Pursuant to the terms of their respective offer letters, 2022 bonus targets were pro-rated in conjunction with the individual’s start date. Amounts shown above reflect this proration. |
(4) | Mr. Sullivan joined the Company in December 2022 and was not eligible to receive a 2022 bonus payment. |
DefinitionNamed Executive Officers under the Executive Bonus Plan could range from zero to 195% of their target annual cash bonus opportunity.
A company’s internal control over financial reporting issuccessful execution of our annual operating plan, and they provided a process designedstrong emphasis on growth while managing expenses and strengthening our customer and employee relationships. The compensation committee believed these measures would also most directly influence the creation of sustainable long-term stockholder value. In prior years, the weighting between the two measures was focused more on revenue; however, the compensation committee approved a change to provide reasonable assurance regardingweight the reliability of financial reportingtwo measures equally and emphasize profitability while maintaining the preparation of financial statements for externalgrowth orientation.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Francisco, California
February 18, 2021
SVMK INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par value) |
| December 31, 2020 |
| December 31, 2019 |
| |||
Assets |
|
|
|
|
|
|
| |
Current assets: |
|
|
|
|
|
|
| |
Cash and cash equivalents |
| $ | 224,390 |
| $ | 131,035 |
| |
Accounts receivable, net of allowance of $519 and $162 |
|
| 24,177 |
|
| 17,795 |
| |
Deferred commissions, current |
|
| 5,429 |
|
| 3,078 |
| |
Prepaid expenses and other current assets |
|
| 10,520 |
|
| 9,382 |
| |
Total current assets |
|
| 264,516 |
|
| 161,290 |
| |
Property and equipment, net |
|
| 18,924 |
|
| 35,072 |
| |
Operating lease right-of-use assets |
|
| 56,986 |
|
| 63,904 |
| |
Capitalized internal-use software, net |
|
| 29,462 |
|
| 33,156 |
| |
Acquisition intangible assets, net |
|
| 21,207 |
|
| 33,150 |
| |
Goodwill |
|
| 468,764 |
|
| 462,927 |
| |
Deferred commissions, non-current |
|
| 10,018 |
|
| 5,384 |
| |
Other assets |
|
| 7,940 |
|
| 9,376 |
| |
Total assets |
| $ | 877,817 |
| $ | 804,259 |
| |
Liabilities and stockholders’ equity |
|
|
|
|
|
|
| |
Current liabilities: |
|
|
|
|
|
|
| |
Accounts payable |
| $ | 3,348 |
| $ | 2,677 |
| |
Accrued expenses and other current liabilities |
|
| 15,198 |
|
| 16,077 |
| |
Accrued compensation |
|
| 32,149 |
|
| 24,031 |
| |
Deferred revenue, current |
|
| 169,872 |
|
| 139,990 |
| |
Operating lease liabilities, current |
|
| 8,318 |
|
| 8,381 |
| |
Debt, current |
|
| 1,900 |
|
| 1,900 |
| |
Total current liabilities |
|
| 230,785 |
|
| 193,056 |
| |
Deferred revenue, non-current |
|
| 760 |
|
| 1,015 |
| |
Deferred tax liabilities |
|
| 5,153 |
|
| 4,870 |
| |
Debt, non-current |
|
| 211,716 |
|
| 213,616 |
| |
Operating lease liabilities, non-current |
|
| 74,487 |
|
| 82,668 |
| |
Other non-current liabilities |
|
| 8,560 |
|
| 7,050 |
| |
Total liabilities |
|
| 531,461 |
|
| 502,275 |
| |
Commitments and contingencies (Note 11) |
|
|
|
|
|
|
| |
Stockholders’ equity: |
|
|
|
|
|
|
| |
Preferred stock ($0.00001 par value; 100,000 shares authorized; 0 shares issued and outstanding) |
|
| 0 |
|
| 0 |
| |
Common stock ($0.00001 par value; 800,000 shares authorized; 143,820 and 136,054 shares issued and outstanding) |
|
| 1 |
|
| 1 |
| |
Additional paid-in capital |
|
| 835,444 |
|
| 705,143 |
| |
Accumulated other comprehensive income (loss) |
|
| 5,208 |
|
| (444 | ) | |
Accumulated deficit |
|
| (494,297 | ) |
| (402,716 | ) | |
Total stockholders’ equity |
|
| 346,356 |
|
| 301,984 |
| |
Total liabilities and stockholders’ equity |
| $ | 877,817 |
| $ | 804,259 |
|
See accompanying Notes to Consolidated Financial Statements.
SVMK INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
| Year Ended December 31, |
| |||||||
(in thousands, except per share amounts) |
| 2020 |
| 2019 |
| 2018 |
| |||
Revenue |
| $ | 375,610 |
| $ | 307,421 |
| $ | 254,324 |
|
Cost of revenue(1)(2) |
|
| 83,917 |
|
| 76,524 |
|
| 77,982 |
|
Gross profit |
|
| 291,693 |
|
| 230,897 |
|
| 176,342 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
Research and development(1) |
|
| 112,989 |
|
| 90,545 |
|
| 106,188 |
|
Sales and marketing (1)(2) |
|
| 172,376 |
|
| 123,573 |
|
| 95,783 |
|
General and administrative(1) |
|
| 87,909 |
|
| 83,288 |
|
| 97,339 |
|
Restructuring |
|
| 0 |
|
| (66 | ) |
| 3,525 |
|
Total operating expenses |
|
| 373,274 |
|
| 297,340 |
|
| 302,835 |
|
Loss from operations |
|
| (81,581 | ) |
| (66,443 | ) |
| (126,493 | ) |
Interest expense |
|
| 10,257 |
|
| 14,157 |
|
| 27,801 |
|
Other non-operating (income) expense, net |
|
| (1,436 | ) |
| (3,962 | ) |
| 298 |
|
Loss before income taxes |
|
| (90,402 | ) |
| (76,638 | ) |
| (154,592 | ) |
Provision for (benefit from) income taxes |
|
| 1,179 |
|
| (2,779 | ) |
| 148 |
|
Net loss |
| $ | (91,581 | ) | $ | (73,859 | ) | $ | (154,740 | ) |
Net loss per share, basic and diluted |
| $ | (0.65 | ) | $ | (0.56 | ) | $ | (1.43 | ) |
Weighted-average shares used in computing basic and diluted net loss per share |
|
| 139,887 |
|
| 131,568 |
|
| 107,900 |
|
|
| “revenue” meant our GAAP revenue, as reflected in our audited financial statements for 2022; and |
• | “non-GAAP operating income” was calculated as GAAP loss from operations excluding (i) stock-based compensation, net, |
|
| Year Ended December 31, |
| |||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| |||
Cost of revenue |
| $ | 4,450 |
| $ | 3,658 |
| $ | 8,931 |
|
Research and development |
|
| 30,693 |
|
| 21,159 |
|
| 48,739 |
|
Sales and marketing |
|
| 19,707 |
|
| 11,950 |
|
| 19,046 |
|
General and administrative |
|
| 24,317 |
|
| 23,478 |
|
| 55,054 |
|
Stock-based compensation, net of amounts capitalized |
| $ | 79,167 |
| $ | 60,245 |
| $ | 131,770 |
|
|
|
|
| Year Ended December 31, |
| |||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| |||
Cost of revenue |
| $ | 7,495 |
| $ | 5,365 |
| $ | 1,952 |
|
Sales and marketing |
|
| 5,107 |
|
| 3,630 |
|
| 2,318 |
|
Amortization of acquisition intangible assets |
| $ | 12,602 |
| $ | 8,995 |
| $ | 4,270 |
|
See accompanying NotesIn February 2022, the compensation committee established a threshold, target and outperformance achievement level for each of these performance measures. To the extent that performance for any measure was below the threshold performance level, there would be no payment with respect to Consolidated Financial Statements.
SVMK INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Target Performance Level (in millions)($) | ||||||||||||
Corporate Performance Measure | Threshold | Target | Outperformance | |||||||||
Revenue | 485.3 | 510.8 | 528.3 | |||||||||
Non-GAAP Operating Income | 4.5% op mgn | 7% op mgn | 12% op mgn |
|
| Year Ended December 31, |
| |||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| |||
Net loss |
| $ | (91,581 | ) | $ | (73,859 | ) | $ | (154,740 | ) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gains (losses)(1) |
|
| 5,652 |
|
| (157 | ) |
| (306 | ) |
Total other comprehensive income (loss)(1) |
|
| 5,652 |
|
| (157 | ) |
| (306 | ) |
Total comprehensive loss |
| $ | (85,929 | ) | $ | (74,016 | ) | $ | (155,046 | ) |
Corporate Performance Measure | Weighing (%) | Percentage Achievement vs. Target Performance (%) | Weighted Payment Level (%) | |||||||||
Revenue | 50 | 94 | 0 | |||||||||
Non-GAAP Operating Income | 50 | 113 | 109 | |||||||||
Total | 54.5 |
Named Executive Officer (1)(2) | 2022 Base Salary ($) | 2022 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2022 Target Annual Cash Bonus Opportunity ($)(3) (Pro Rated) | Company Multiplier | Individual Multiplier | 2022 Actual Annual Bonus Payment ($)(3) | Approximate 2022 Actual Annual Bonus Payment (as a percentage of the 2022 Target Cash Annual Bonus Opportunity) | |||||||||||||||||||||
Zander Lurie | 520,000 | 100 | % | 517,027 | 54.5 | % | 100.0 | % | 281,780 | 54.5 | % | |||||||||||||||||
Priyanka Carr(4) | 380,000 | 70 | % | 260,989 | 54.5 | % | 89.0 | % | 126,593 | 48.5 | % | |||||||||||||||||
Lora Blum | 375,000 | 55 | % | 205,549 | 54.5 | % | 100.0 | % | 112,024 | 54.5 | % | |||||||||||||||||
Ken Ewell(5) | 415,000 | 70 | % | 228,130 | 54.5 | % | 95.0 | % | 118,114 | 51.8 | % |
(1) |
|
(2) | Mr. Sullivan joined the Company in December 2022 and was not |
(3) | Amounts are calculated using actual earnings in 2022, not annual base salary rates, which were effective in February 2022. |
(4) | Ms. Carr’s annual bonus opportunity included a pro-rated target of $17,581 under the Non-Executive Employee Bonus Plan and a pro-rated target of $243,408 under the Executive Bonus Plan. Her actual bonus payment consisted of $8,528 payable pursuant to her participation in our Non-Executive Employee Bonus Plan prior to her promotion and $118,065 payable pursuant to her participations in our Executive Bonus Plan after she was appointed our Chief Operating Officer. |
(5) | Mr. Ewell’s annual bonus opportunity included a pro-rated target of $108,746 under the Non-Executive Employee Bonus Plan and a pro-rated target of $119,384 under the Executive Bonus Plan. His actual bonus payment consisted of $56,303 payable pursuant to his participation in our Non-Executive Employee Bonus Plan prior to his promotion and $61,811 payable pursuant to his participation in our Executive Bonus Plan after his role as Chief Customer Officer was expanded to executive officer status. |
See accompanying Notes
SVMK INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
|
| Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
(in thousands) |
| Shares |
| Amount |
| Additional Paid-In Capital |
| Accumulated Other Comprehensive Income (Loss) |
| Accumulated Deficit |
| Total Stockholders’ Equity |
| ||||||
December 31, 2017 |
|
| 101,383 |
| $ | 1 |
| $ | 217,594 |
| $ | 19 |
| $ | (177,571 | ) | $ | 40,043 |
|
Cumulative-effect adjustment upon adoption of ASU 2017-09 |
|
| 0 |
|
| 0 |
|
| (43 | ) |
| 0 |
|
| 43 |
|
| 0 |
|
Issuance of common stock in connection with initial public offering, net |
|
| 20,583 |
|
| 0 |
|
| 225,336 |
|
| 0 |
|
| 0 |
|
| 225,336 |
|
Common stock issued upon vesting of restricted stock units |
|
| 3,771 |
|
| 0 |
|
| (25,807 | ) |
| 0 |
|
| 0 |
|
| (25,807 | ) |
Common stock issued upon stock option exercise |
|
| 82 |
|
| 0 |
|
| 494 |
|
| 0 |
|
| 0 |
|
| 494 |
|
Repurchase of common stock |
|
| (1 | ) |
| 0 |
|
| (16 | ) |
| 0 |
|
| 0 |
|
| (16 | ) |
Stock-based compensation expense |
|
| 0 |
|
| 0 |
|
| 134,379 |
|
| 0 |
|
| 0 |
|
| 134,379 |
|
Comprehensive loss |
|
| 0 |
|
| 0 |
|
| 0 |
|
| (306 | ) |
| 0 |
|
| (306 | ) |
Net loss |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| (154,740 | ) |
| (154,740 | ) |
December 31, 2018 |
|
| 125,818 |
| $ | 1 |
| $ | 551,937 |
| $ | (287 | ) | $ | (332,268 | ) | $ | 219,383 |
|
Cumulative-effect adjustment upon adoption of ASC 842 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 3,411 |
|
| 3,411 |
|
Common stock issued upon vesting of restricted stock units |
|
| 3,661 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
Common stock issued upon stock option exercise |
|
| 3,733 |
|
| 0 |
|
| 47,678 |
|
| 0 |
|
| 0 |
|
| 47,678 |
|
Common stock issued in connection with acquisitions |
|
| 2,320 |
|
| 0 |
|
| 36,204 |
|
| 0 |
|
| 0 |
|
| 36,204 |
|
Common stock issued under employee stock purchase plan |
|
| 506 |
|
| 0 |
|
| 5,344 |
|
| 0 |
|
| 0 |
|
| 5,344 |
|
Stock-based compensation expense |
|
| 0 |
|
| 0 |
|
| 63,748 |
|
| 0 |
|
| 0 |
|
| 63,748 |
|
Comprehensive loss |
|
| 0 |
|
| 0 |
|
| 0 |
|
| (157 | ) |
| 0 |
|
| (157 | ) |
Other |
|
| 16 |
|
| 0 |
|
| 232 |
|
| 0 |
|
| 0 |
|
| 232 |
|
Net loss |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| (73,859 | ) |
| (73,859 | ) |
December 31, 2019 |
|
| 136,054 |
| $ | 1 |
| $ | 705,143 |
| $ | (444 | ) | $ | (402,716 | ) | $ | 301,984 |
|
Common stock issued upon vesting of restricted stock units |
|
| 4,115 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
Common stock issued upon stock option exercise |
|
| 3,088 |
|
| 0 |
|
| 42,172 |
|
| 0 |
|
| 0 |
|
| 42,172 |
|
Common stock issued under employee stock purchase plan |
|
| 563 |
|
| 0 |
|
| 6,719 |
|
| 0 |
|
| 0 |
|
| 6,719 |
|
Stock-based compensation expense |
|
| 0 |
|
| 0 |
|
| 81,410 |
|
| 0 |
|
| 0 |
|
| 81,410 |
|
Comprehensive income |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 5,652 |
|
| 0 |
|
| 5,652 |
|
Net loss |
|
| 0 |
|
| 0 |
|
| 0 |
|
| 0 |
|
| (91,581 | ) |
| (91,581 | ) |
December 31, 2020 |
|
| 143,820 |
| $ | 1 |
| $ | 835,444 |
| $ | 5,208 |
| $ | (494,297 | ) | $ | 346,356 |
|
See accompanying Notes
SVMK INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| Year Ended December 31, |
| |||||||
(in thousands) |
| 2020 |
| 2019 |
| 2018 |
| |||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (91,581 | ) | $ | (73,859 | ) | $ | (154,740 | ) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 47,822 |
|
| 45,133 |
|
| 48,068 |
|
Non-cash leases expense |
|
| 13,092 |
|
| 12,537 |
|
| 0 |
|
Stock-based compensation expense, net of amounts capitalized |
|
| 79,167 |
|
| 60,245 |
|
| 131,770 |
|
Deferred income taxes |
|
| 814 |
|
| (3,676 | ) |
| (508 | ) |
Bad debt expense |
|
| 1,352 |
|
| 432 |
|
| 186 |
|
Loss on debt extinguishment |
|
| 0 |
|
| 0 |
|
| 941 |
|
Gain on sale of a private company investment |
|
| (1,001 | ) |
| (1,001 | ) |
| (999 | ) |
Impairment of property and equipment |
|
| 0 |
|
| 0 |
|
| 2,821 |
|
Other |
|
| 1,588 |
|
| (157 | ) |
| 1,798 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
| (7,643 | ) |
| (7,671 | ) |
| (2,144 | ) |
Prepaid expenses and other assets |
|
| (12,106 | ) |
| (5,172 | ) |
| (5,565 | ) |
Accounts payable and accrued liabilities |
|
| 1,148 |
|
| 8,318 |
|
| 3,564 |
|
Accrued interest on financing lease obligation, net of payments |
|
| 0 |
|
| 0 |
|
| (1,376 | ) |
Accrued compensation |
|
| 7,865 |
|
| 2,232 |
|
| 5,203 |
|
Deferred revenue |
|
| 29,742 |
|
| 31,181 |
|
| 16,353 |
|
Operating lease liabilities |
|
| (14,629 | ) |
| (13,890 | ) |
| 0 |
|
Net cash provided by operating activities |
|
| 55,630 |
|
| 54,652 |
|
| 45,372 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired |
|
| 0 |
|
| (114,603 | ) |
| 0 |
|
Purchases of property and equipment |
|
| (782 | ) |
| (2,450 | ) |
| (9,981 | ) |
Capitalized internal-use software |
|
| (9,220 | ) |
| (12,034 | ) |
| (12,052 | ) |
Proceeds from sale of a private company investment and other |
|
| 1,095 |
|
| 1,001 |
|
| 999 |
|
Net cash used in investing activities |
|
| (8,907 | ) |
| (128,086 | ) |
| (21,034 | ) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering, net |
|
| 0 |
|
| 0 |
|
| 232,509 |
|
Payments of deferred offering costs |
|
| 0 |
|
| 0 |
|
| (7,173 | ) |
Proceeds from stock option exercises |
|
| 42,150 |
|
| 47,678 |
|
| 494 |
|
Proceeds from employee stock purchase plan |
|
| 6,719 |
|
| 5,344 |
|
| 0 |
|
Employee payroll taxes paid for net share settlement of restricted stock units |
|
| 0 |
|
| 0 |
|
| (25,807 | ) |
Payments to repurchase common stock |
|
| 0 |
|
| 0 |
|
| (16 | ) |
Repayment of debt |
|
| (2,200 | ) |
| (2,200 | ) |
| (104,050 | ) |
Payment of debt issuance costs and other |
|
| 0 |
|
| 0 |
|
| (482 | ) |
Net cash provided by financing activities |
|
| 46,669 |
|
| 50,822 |
|
| 95,475 |
|
Effect of exchange rate changes on cash |
|
| (461 | ) |
| (76 | ) |
| (787 | ) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
| 92,931 |
|
| (22,688 | ) |
| 119,026 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
| 131,683 |
|
| 154,371 |
|
| 35,345 |
|
Cash, cash equivalents and restricted cash at end of period |
| $ | 224,614 |
| $ | 131,683 |
| $ | 154,371 |
|
Supplemental cash flow data: |
|
|
|
|
|
|
|
|
|
|
Interest paid for term debt |
| $ | 9,590 |
| $ | 13,502 |
| $ | 20,466 |
|
Income taxes paid |
| $ | 583 |
| $ | 756 |
| $ | 535 |
|
Non-cash investing and financing transactions: |
|
|
|
|
|
|
|
|
|
|
Fair value of common stock issued as acquisitions consideration |
| $ | 0 |
| $ | 36,204 |
| $ | 0 |
|
Stock compensation included in capitalized software costs |
| $ | 2,243 |
| $ | 3,503 |
| $ | 2,609 |
|
Lease liabilities arising from obtaining right-of-use assets, net |
| $ | 0 |
| $ | 7,937 |
| $ | 0 |
|
Derecognized financing obligation related to building due to adoption of ASC 842 |
| $ | 0 |
| $ | 92,009 |
| $ | 0 |
|
Derecognized building due to adoption of ASC 842 |
| $ | 0 |
| $ | 71,781 |
| $ | 0 |
|
See accompanying Notesattract, hire, motivate and reward qualified and experienced executives. The use of long-term incentive compensation in the form of equity awards is necessary for us to Consolidated Financial Statements.
SVMK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Company Overview and Basis of Presentation
Business
SVMK Inc. (the “Company”) is a leader in agile software solutions that help companies turn stakeholder feedback into action. The Company offers SaaS feedback solutions across 3 major product pillars—Surveys, Customer Experience, and Market Research. The Company was incorporated in 2011 as a Delaware corporationcompete for qualified executives without significantly increasing cash compensation and is the successormost important element of our executive compensation program. We use equity awards to operations originally begunincentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our common stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create value for our stockholders. Equity awards also help us retain our Named Executive Officers in 1999. The Company’s headquarters are locateda highly competitive market.
Principlesnecessary holding power required to retain our Named Executive Officers in a highly competitive talent market. However, the compensation committee may choose to grant additional types of Consolidationequity vehicles, including as described below, retention equity awards in the form of stock options.
• | a competitive market analysis prepared by its compensation consultant; |
• | the outstanding equity holdings of each Named Executive Officer (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives); |
• | the projected impact of the proposed awards on our earnings; |
• | the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group; |
• | the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group; and |
• | the other factors described in “Compensation-Setting Process — Setting Target Total Direct Compensation” above. |
February 2022 Equity Awards
• | Time-based RSAs. The RSAs granted to our CEO vest over a three-year period, with 1/12th of the total number of units subject to an award vesting on May 15, 2022 and 1/12th of the total number of units subject to the award vesting quarterly thereafter for the remaining 11 quarters, contingent upon the CEO’s continued employment with or service to us through each applicable vesting date. |
• | Performance-based RSAs. The number of shares that become eligible to vest under the performance-based RSAs is based on our relative total shareholder return (“TSR”) as compared to the TSR of the S&P Software & Services Select Industry Index (“SPSISS”) over the scheduled performance period. The SPSISS was selected to align us most closely to our compensation peers. The performance period began on the award’s grant date and is scheduled to end on the last day of our 2024 fiscal year, with additional performance periods that began on the award’s grant date and ended on the last day of our 2022 fiscal year (the “One-Year Performance Period”) and is scheduled to end on the last day of our 2023 fiscal year (the “Two-Year Performance Period”). Performance will be measured at the end of each performance period with actual performance compared against pre-established target levels to determine achievement of the performance goal. The number of shares earned may range from 0% to 200% of the target number of RSAs based on achieved performance during the performance period; provided that up to 33% of the target number of shares will be eligible to vest on the first and second anniversaries of the award’s grant date, based on performance measured during the One-Year Performance Period and the Two-Year Performance Period, respectively. In the event of a change in control of the Company, the performance period will be shortened and the number of RSAs that will be eligible to vest (reduced by the number of shares that vested during the One-Year Performance Period and the Two-Year Performance Period, if any) will be determined based on actual performance, with the Company’s performance measured using the estimated amount to be paid to the Company’s stockholders. |
• | Time-based RSAs. The RSAs granted to such NEOs vest over a three-year period, with 1/12th of the total number of units subject to an award vesting on May 15, 2022 and 1/12th of the total number of units subject to the award vesting quarterly thereafter for the remaining 11 quarters, contingent upon such NEO’s continued employment with or service to us through each applicable vesting date. |
Named Executive Officer | RSA or RSU Awards (number of shares) | PSA Awards (number of shares) | Aggregate Equity Awards (grant date fair value)($) | |||||||||
Zander Lurie(1) | 238,534 | 361,408 | 6,868,121 | |||||||||
Priyanka Carr | 199,658 | – | 3,274,391 | |||||||||
Rich Sullivan(2) | 325,946 | – | 2,490,227 | |||||||||
Ken Ewell(3) | 200,352 | – | 2,621,933 | |||||||||
Lora Blum | 119,795 | – | 1,964,638 | |||||||||
Justin Coulombe | 228,181 | – | 3,742,168 | |||||||||
John Schoenstein | 142,613 | – | 2,338,853 |
(1) | Mr. Lurie’s PSA award represents the maximum number of shares issued subject to the award. The target number of shares is 180,704. The grant date fair value number reflects the aggregate grant-date fair value for the target number of shares and is shown in the summary compensation table calculated as described therein. While the target value of Mr. Lurie’s awards was allocated 50% to time-based RSAs and 50% to performance-based RSAs, a different stock price was used to convert the value into a number of RSAs and performance-based RSAs. |
(2) | Equity awards granted to Mr. Sullivan were awarded in connection with his appointment to Chief Financial Officer; excluded is the “Additional Award” he is eligible to receive as outlined in his employment offer letter. |
(3) | Equity awards granted to Mr. Ewell include an award granted in August 2022 in connection with his expanded role responsibilities of the sales-assisted business. |
Named Executive Officer | Stock Options (number of shares) | Aggregate Equity Awards (grant date fair value)($) | ||||||
Priyanka Carr | 150,000 | 340,500 | ||||||
Ken Ewell | 150,000 | 340,500 | ||||||
Lora Blum | 150,000 | 340,500 |
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptionsextent that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dateany of the consolidated financial statementsamounts provided for under the Change in Control and reported amountsSeverance Agreements entered into with each of revenueour Named Executive Officers would constitute a “parachute payment” within the meaning of Section 280G of the Code and expenses duringcould be subject to the reporting periods covered byrelated excise tax under Section 4999 of the consolidated financial statements and accompanying notes. ActualCode, a Named Executive Officer will be entitled to receive either: either full payment of benefits under his or her agreement or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results could differ materially from those estimates duein the greater amount of after-tax benefits to the Named Executive Officer.
Segment Information
The Company operates as a single operating segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews the Company’s operating results on a consolidated basis in order to make decisions about allocating resources and assessing performance for the entire company. The CODM uses one measure of profitability andcompensation committee does not segmentconsider the Company’s businessspecific amounts payable under the post-employment compensation arrangements when determining the annual compensation for internal reporting. See Notes 3our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive.
Related Party Transactions
Certain members of our board of directors are prohibited from trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities. This includes any hedging or similar transaction designed to decrease the Company’s Boardrisks associated with holding our common stock. In addition, our employees, including officers, and the members of Directors (“Board”) serve asour board members, are executive officers of and/or (in some cases) are investorsdirectors may not engage in companies that are customers and/or vendors of the Company. The Company incurred related party expenses of $4.3 million, $2.2 million and $1.5 million during the years ended December 31, 2020, 2019 and 2018, respectively.
71
SVMK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies
Revenue Recognition and Deferred Revenue
The Company generates a substantial majority of its revenue fromshort sales (that is, the sale of subscriptionsa security that must be borrowed to its software productsmake delivery) or “sell short against the box” (that is, sell with a delayed delivery) involving our securities.
|
|
|
|
|
|
|
|
|
|
For subscription products, the Company provides customers the option of monthly,five times his annual or multi-year contractual terms. In general, the Company’s customers elect contractual terms of one year or less. Subscription revenue is recognized on a straight-line basis over the related subscription term beginning on the date the Company provides access. Access to the Company’s subscription product is an obligation representing a series of distinct services (and which comprise a single performance obligation) that the Company provides to its end customer over the subscription term. The Company recognizes its subscription revenue on a straight-line basis because the customer benefits from access to the products throughout the contractual term.
The transactional market research solution services are billed in advance and revenue is recognized after the services have been delivered.
The Company's contracts are generally non-cancellable and do not contain refund-type provisions and are billed in advance. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether transfer of control to customers has occurred or services have been delivered.
The Company records contract liabilities to deferred revenue when cash payments are received or due. Deferred revenue consists of the unearned portion of customer billings.
Cost of Revenue
Cost of revenue associated with the delivery of the Company’s online platform to its users generally consists of infrastructure costs, personnel costs and other related costs. Infrastructure costs generally include expenses related to the operation of the Company’s data centers, such as data center equipment depreciation and facility costs (such as co-location rentals), website hosting costs, credit card processing fees, amortization of capitalized software, charity donations and external sample costs. Personnel costs include salaries and bonuses, stock-based compensation expense, other employee benefits and travel-related expenses for employees whose primary responsibilities relate to supporting the Company’s infrastructure and delivering user support. Other related costs include amortization of acquired developed technology intangible assets and allocated overhead.
Deferred Commissions
Certain commissions earned by the Company’s salesforce are consideredbase salary until he ceases to be incrementalour Chief Executive Officer. For purposes of our stock ownership policy, we only count directly and recoverable costsbeneficially owned shares of obtaining a contract with a customer. Such costs are deferred and amortized on a straight-line basis over their estimated period of benefit which is generally estimated as four years. The period of benefit was estimated by considering factors such as historical customer attrition rates, the useful life of the Company’s technology, and the impact of competition in its industry. Amortization of deferred commissions, included in sales and marketing expense line within the consolidated statements of operations was $4.2 million, $2.7 million and $1.6 million during the years ended December 31, 2020, 2019 and 2018 respectively. There was 0 impairment loss in relation to the deferred commissions for any period presented.
72
SVMK INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock-Based Compensation
The Company recognizes stock-based compensation expense for all share-based payments to employees,our common stock, including restricted stock units, stock options, restricted stock awards, and shares issuable under the Company’s 2018purchased through our employee stock purchase plan, as amended (“and if applicable, shares underlying vested RSU awards that are deferred for settlement. Our CEO has five years from the ESPP”)effective date of the policy to obtain the required ownership level.
Name | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||||||||||
Zander Lurie(3) | 2022 | 517,173 | — | — | 6,868,121 | 281,780 | 6,865 | 7,673,939 | ||||||||||||||||||||||
Chief Executive Officer | 2021 | 477,003 | — | 5,687,119 | — | 453,153 | 6,532 | 6,623,807 | ||||||||||||||||||||||
& Director | 2020 | 445,000 | — | 5,501,673 | 5,605,957 | 396,050 | 5,850 | 11,954,530 | ||||||||||||||||||||||
Lora Blum | 2022 | 373,789 | — | 340,500 | 1,964,638 | 112,024 | 6,799 | 2,797,750 | ||||||||||||||||||||||
Chief Legal Officer | 2021 | 354,455 | — | 910,108 | 1,162,051 | 231,504 | 6,532 | 2,664,650 | ||||||||||||||||||||||
& Secretary | 2020 | 333,750 | — | 715,213 | 655,856 | 162,113 | 5,850 | 1,872,782 | ||||||||||||||||||||||
Priyanka Carr(4) | 2022 | 377,173 | — | 340,500 | 3,274,391 | 126,593 | 6,685 | 4,125,342 | ||||||||||||||||||||||
Chief Operating Officer | ||||||||||||||||||||||||||||||
Ken Ewell(5) | 2022 | 388,231 | — | 340,500 | 2,621,933 | 118,114 | 9,937 | 3,478,715 | ||||||||||||||||||||||
Chief Customer Officer | ||||||||||||||||||||||||||||||
Rich Sullivan(6) | 2022 | 24,808 | 150,000 | — | 2,490,227 | — | 71 | 2,665,106 | ||||||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||||||
Justin Coulombe(7) | 2022 | 312,519 | — | — | 3,742,168 | — | 4,337 | 4,059,024 | ||||||||||||||||||||||
Chief Financial Officer | 2021 | 340,305 | — | 1,387,780 | 1,565,870 | 196,643 | 5,155 | 3,495,753 | ||||||||||||||||||||||
John Schoenstein(8) | 2022 | 328,558 | 205,039 | — | 2,338,853 | — | 8,598 | 2,881,048 | ||||||||||||||||||||||
Chief Revenue Officer | 2021 | 420,914 | — | 1,137,640 | 1,452,571 | 275,429 | 8,734 | 3,295,288 | ||||||||||||||||||||||
2020 | 370,833 | — | 1,100,323 | 1,009,005 | 332,497 | 7,907 | 2,820,565 |
(1) | The amounts reported in
34
Grants of
35 Outstanding Equity Awards at
36
37
See “Potential Payments upon Termination or Change in Control” below for a description of accelerated vesting provisions applicable to the Named Executive Officer’s outstanding equity awards.
Qualifying Termination without Change in Control
38
Qualifying Termination with Change in Control
We have entered into a change in control and Each change in control and severance agreement with our Named Executive Officers has an initial term of three years commencing on the effective date of the agreement. On the third anniversary of the effective date of the agreement, the agreement will renew automatically for additional one-year terms unless either party provides the other party with written notice of nonrenewal at
Termination Without Change in Control If a Named Executive Officer’s employment is terminated outside the period beginning three months before a change in control and ending 12 months following a change in control, or the Change in Control Period, either (1) by us (or any of our subsidiaries) without “cause” (excluding by reason of death or disability) or (2) by a Named Executive Officer for “good reason” (as such terms are
39 Termination With Change in Control If, within the Change in Control Period, a Named Executive Officer’s employment is terminated either (1) by
If any of the amounts provided for under these change in control and severance agreements or otherwise payable to any of our Named Executive Officers would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and could be subject to the
As required by SEC rules, we are providing the following information about the relationship between the annual total compensation of our Chief Executive Officer and the annual total compensation of our median compensated employee (our “CEO pay ratio”). For our fiscal year ending on December 31, 2022:
40
We believe this ratio is a reasonable estimate calculated in a manner consistent with To identify our Median Employee, we examined the compensation of
Taken together, this is Total Direct Compensation, which reflects our compensation structure across our entire employee population. We selected this compensation measure as it captures the principal forms of compensation delivered to our employees and this information is readily available with respect to our employee population. Payments not made in U.S. dollars were converted to U.S. dollars using the applicable currency exchange rates we used for all accounting and transactions as of
Using this approach, the Median Employee was a full-time employee based in Canada hired during 2020. We then calculated the fiscal 2022 annual total compensation for
Because SEC rules for identifying the median of the
Pension Benefits and
We do not provide any defined benefit pension plans or any nonqualified deferred compensation plans or arrangements to our executive officers. We maintain a tax-qualified retirement plan, or the 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis, and
41 Compensation Committee Interlocks and
None of the
This report, filed in accordance with Item 407(e)(5) of Regulation S-K, should be read in conjunction with the
In this context, the compensation committee hereby reports as follows: The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above in this Amendment No. 1 on Form 10-K/A to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Based on its review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Amendment No. 1 on Form 10-K/A to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Compensation Committee Benjamin C. Spero (Chair) Lauren Antonoff Sheryl K. Sandberg In August 2018, Under our director compensation policy, each non-employee director is entitled to receive the cash and equity compensation for board services as described below. We also reimburse our non-employee directors for reasonable, customary and documented expenses for travel to board meetings. The director compensation policy includes a maximum annual limit of cash payments in any fiscal year of $200,000 (increased to $300,000 with respect to non-employee directors who serve in the capacity of Chair of the board of directors, lead outside director and/or audit committee chair at any time during the fiscal year). Additionally, the director compensation policy provides, subject to the adjustment provisions contained in the director compensation policy, that no non-employee director may be granted, in any fiscal year, equity awards with a grant date fair value of greater than $750,000, increased to $1,000,000 in the fiscal year of his or her initial service as a non-employee director. For purposes of this limitation, the value of equity awards is based on the grant date fair value determined using the same methodology our board of directors or our compensation committee uses to determine the grant date fair value of equity awards to our executive officers. Pursuant to the methodology, the value of RSUs will be determined by using the average closing price of our common stock over a period of time prior to the date of grant (not to exceed 120 days), with such period of time to be determined by our board of directors or our compensation committee, and the value of nonstatutory stock options will be determined by using a ratio of non-statutory stock options to RSUs, with such ratio to be determined by our board of directors or our compensation committee, not to exceed 4:1. Any cash compensation paid or equity awards granted to a person for his or her services as an employee, or for his or her services as a consultant (other than as a non-employee director), will not count for purposes of the limitations. The maximum limits do not reflect the intended size of any potential compensation or equity awards to our non-employee directors. 42 Cash Compensation Under our director compensation policy, non-employee directors are entitled to receive the following annual cash compensation for their respective services. Members of the strategic committee are not entitled to receive compensation for their services.
Chairs of our board or its committees are paid at the “chair” rate and are not paid additional member fees. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis. Equity Compensation Initial Grant. Each person who first becomes a non-employee director will receive, on the date of the first board of director or compensation committee meeting occurring on or after the date on which such
individual first becomes a non-employee director, an equity award (the “initial grant”), in the form as determined by the Board with a total value of $320,000. In the absence of the Board making a determination as to the form of the award, the award shall be made in the form of RSUs. If the initial grant is in the form of both non-statutory stock options and RSUs, the allocation of value between non-statutory stock options and RSUs subject to the initial grant will be determined in accordance with the methodology described above. The Annual Grant. Each non-employee director will receive, annually, an award (the “annual grant”) with a total value of $160,000. If the annual grant is in the form of both non-statutory stock options and RSUs, the allocation of value between non-statutory stock options and RSUs will be determined in accordance with the methodology described above. The annual grant will be scheduled to vest as to 1/4th of the shares subject to the grant on the first quarterly vesting date following the grant date and as to 1/4th of the shares on each quarterly vesting date thereafter, if on such dates the non-employee director has remained in continuous service as a director. In the event of a “change in control” (as defined in our 2018 Equity Incentive Plan (the “2018 Plan”)
For information about the compensation of section titled “Executive Compensation.” 43 The following
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The following
45 Security Ownership of
The following table sets forth certain information with respect to the
We have determined beneficial ownership in accordance with the rules of the SEC and
We have based our calculation of the percentage of beneficial ownership on 150,689,947 shares of our common stock outstanding as of April 5, 2023 (the “Beneficial Ownership Date”). We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of April 5, 2023, or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of April 5, 2023 to be outstanding and to be beneficially owned by the person holding the stock option for the Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Momentive Global Inc., One Curiosity Way, San Mateo, California 94403.
*Represents beneficial ownership of less than one percent (1%) of the 46
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48 We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which: the amounts involved exceeded or will exceed $120,000; and any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our outstanding capital stock, Sheryl Sandberg, a member of our board of directors, was the Chief Operating Officer of Facebook until October 2022 and serves on its board of directors. During 2022, we incurred expenses for search engine marketing services provided by Facebook of approximately $4.0 million. We also recognized revenue from all sales of our products to Facebook in the amount of approximately $222,000 Benjamin Spero, a member of our board of directors, is a Managing Director at Spectrum Equity. In 2020, we entered into a lease arrangement with Spectrum Equity for certain office space in San Francisco, California and incurred expenses of approximately $775,000 in connection with the lease in 2022. Lauren Antonoff, a member of our board of directors, was President, Americas of GoDaddy until January 2022. During 2022, we recognized revenue from all sales of our products to GoDaddy in the amount of approximately $148,000. Other than as described above under this section titled “Certain Relationships and Related Party Transactions,” since December 31, 2021, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties. We have adopted a formal written policy providing that our audit committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. Our policy regarding transactions between us and related persons provides that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, 49 Fees Paid to the The following table presents fees for professional audit services and
In the fiscal year ended December 31, 2022, there were no other professional services provided by Ernst & Young LLP that would have required our audit committee to consider their compatibility with maintaining the independence of Ernst & Young LLP. Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required to pre-approve all audit and permissible non-audit services performed by our independent registered public accounting firm
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PART IV
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54 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this
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