8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2021

HUBSPOT, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36680	20-2632791
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
25 First Street, Cambridge, Massachusetts		02141
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 482-7768

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.001 per share	HUBS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 11, 2021 HubSpot, Inc. (the “Company”) issued a press release announcing its financial results and other information for the quarter and year ended December 31, 2020. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information under this Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of HubSpot, Inc. dated February 11, 2021 furnished herewith.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HubSpot, Inc.
February 11, 2021	By:	/s/ Kate Bueker
		Name: Kate Bueker
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

  

HubSpot Reports Q4 and Full Year 2020 Results

CAMBRIDGE, MA (February 11, 2021) — HubSpot, Inc. (NYSE: HUBS), the customer relationship management (CRM) platform for scaling companies, today announced financial results for the fourth quarter and full year ended December 31, 2020.

Financial Highlights:

Revenue

Fourth Quarter 2020:

● Total revenue was $252.1 million, up 35% compared to Q4'19.

oSubscription revenue was $244.3 million, up 36% compared to Q4'19.

oProfessional services and other revenue was $7.7 million, up 9% compared to Q4'19.

Full Year 2020:

● Total revenue was $883.0 million, up 31% compared to 2019.

oSubscription revenue was $853.0 million, up 32% compared to 2019.

oProfessional services and other revenue was $30.0 million, up 5% compared to 2019.

Operating Income (Loss)

Fourth Quarter 2020:

● GAAP operating margin was (3.0%), compared to (4.4%) in Q4'19.  

● Non-GAAP operating margin was 9.8%, compared to 9.5% in Q4'19.

● GAAP operating loss was ($7.6) million, compared to ($8.2) million in Q4'19.

● Non-GAAP operating income was $24.6 million, compared to $17.7 million in Q4'19.

Full Year 2020:

● GAAP operating margin was (5.8%), compared to (7.0%) in 2019.  

● Non-GAAP operating margin was 8.5%, compared to 8.1% in 2019.

● GAAP operating loss was ($50.8) million, compared to ($47.0) million in 2019.

● Non-GAAP operating income was $74.9 million, compared to $54.9 million in 2019.

Net Income (Loss)

Fourth Quarter 2020:

● GAAP net loss was ($15.4) million, or ($0.34) per basic and diluted share, compared to ($10.3) million, or ($0.24) per basic and diluted share in Q4'19.

● Non-GAAP net income was $20.1 million, or $0.44 per basic and $0.40 per diluted share, compared to $17.9 million, or $0.42 per basic and $0.38 per diluted share in Q4'19.  

● Weighted average basic and diluted shares outstanding for GAAP net loss per share was 46.0 million, compared to 42.8 million basic and diluted shares in Q4'19.

● Weighted average basic and diluted shares outstanding for non-GAAP net income per share was 46.0 million and 49.9 million respectively, compared to 42.8 million and 46.9 million, respectively in Q4'19.

Full Year 2020:

● GAAP net loss was ($85.0) million, or ($1.90) per basic and diluted share, compared to ($53.7) million, or ($1.28) per basic and diluted share in 2019.

● Non-GAAP net income was $64.5 million, or $1.44 per basic and $1.32 per diluted share, compared to $58.4 million, or $1.39 per basic and $1.26 per diluted share in 2019.  

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● Weighted average basic and diluted shares outstanding for GAAP net loss per share was44.8 million, compared to 42.0million basic and diluted shares in 2019.

● Weighted average basic and diluted shares outstanding for non-GAAP net income per share was 44.8 and 48.7 million respectively, compared to 42.0 million and 46.5 million, respectively in 2019.

Balance Sheet and Cash Flow

• The company’s cash, cash equivalents and investments balance was $1,282 million as of December 31, 2020.

● During the fourth quarter, the company generated $61.3 million of operating cash flow, excluding the $0.4 million used for the repayment of our convertible notes, compared to $47.9 million during Q4'19.

● During the fourth quarter, the company generated $45.8 million of free cash flow, compared to $24.4 million during Q4'19.

● The company generated $138.0 million of operating cash flow in 2020, excluding the $49.0 million used for the repayment of our convertible notes, compared to $119.0 million in 2019.

● The company generated $79.1 million of free cash flow in 2020 compared to $65.1 million in 2019.

Additional Recent Business Highlights

● Grew total customers to 103,994 at December 31, 2020, up 42% from December 31, 2019.

● Total average subscription revenue per customer was $9,758 during the fourth quarter of 2020 down 3% compared to the fourth quarter of 2019.

“I am exceptionally proud of how the HubSpot team closed out the year in 2020,” said Brian Halligan, CEO of HubSpot. “During the quarter we surpassed 100,000 total customers, and in December we crossed $1 billion in annual recurring revenue -- two great milestones that reflect the determination of our team and the strength of our customer relationships.”

Business Outlook
Based on information available as of February 11, 2021, HubSpot is issuing guidance for the first quarter of 2021 and full year 2021 as indicated below.

First Quarter 2021:

• Total revenue is expected to be in the range of $260 million to $265 million. 

• Non-GAAP operating income is expected to be in the range of $17 million to $19 million. 

• Non-GAAP net income per common share is expected to be in the range of $0.28 to $0.30. This assumes approximately 50.3 million weighted average diluted shares outstanding.

Full Year 2021:

• Total revenue is expected to be in the range of $1,160 million to $1,170 million.

• Non-GAAP operating income is expected to be in the range of $98 million to $102 million. 

• Non-GAAP net income per common share is expected to be in the range of $1.51 to $1.59. This assumes approximately 50.7 million weighted average diluted shares outstanding.

Use of Non-GAAP Financial Measures

In our earnings press releases, conference calls, slide presentations, and webcasts, we may use or discuss non-GAAP financial measures, as defined by Regulation G. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are included in this press release after the consolidated financial statements. Our earnings press releases containing such non-GAAP reconciliations can be found in the Investors section of our website ir.hubspot.com.

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Conference Call Information

HubSpot will host a conference call on Thursday February 11, 2021 at 4:30 p.m. Eastern Time (ET) to discuss the company’s fourth quarter financial results and its business outlook. To register for this conference call, please use this dial in registration link or visit HubSpot's Investor Relations website at ir.hubspot.com. After registering, a confirmation email will be sent, including dial-in details and a unique code for entry. Participants who wish to register for the conference call webcast please use this link.

Following the conference call, a replay will be available at (800) 585-8367 (domestic) or (416) 621-4642 (international). The replay passcode is 8694405. An archived webcast of this conference call will also be available on HubSpot's Investor Relations website at ir.hubspot.com.

The company has used, and intends to continue to use, the investor relations portion of its website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.

About HubSpot
HubSpot is a leading CRM platform that provides software and support to help companies grow better. The platform includes marketing, sales, service, and website management products that start free and scale to meet our customers' needs at any stage of growth. Today, more than 100,000 customers across more than 120 countries use HubSpot's powerful and easy-to-use tools and integrations to attract, engage, and delight customers. Learn more at www.hubspot.com.

Cautionary Language Concerning Forward-Looking Statements
This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s expectations of future financial and operational performance and operational expenditures, expected growth, and business outlook, including our financial guidance for the first fiscal quarter of and full year 2021; and statements regarding our positioning for future growth and market leadership. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, risks associated with the impact of COVID-19 on our business, the broader economy, our workforce and operations, and our ability to forecast our future financial performance as a result of COVID-19; our history of losses; our ability to retain existing customers and add new customers; the continued growth of the market for a CRM platform; our ability to differentiate our platform from competing products and technologies; our ability to manage our growth effectively to maintain our high level of service; our ability to maintain and expand relationships with our solutions partners; our ability to successfully recruit and retain highly-qualified personnel; the price volatility of our common stock; and other risks set forth under the caption “Risk Factors” in our SEC filings. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

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Consolidated Balance Sheets

(in thousands)

	December 31,			December 31,
	2020			2019
Assets
Current assets:
Cash and cash equivalents	$	378,123		$	269,670
Short-term investments		873,073			691,834
Accounts receivable		126,433			92,517
Deferred commission expense		44,576			32,078
Prepaid expenses and other current assets		34,716			23,625
Total current assets		1,456,921			1,109,724
Long-term investments		30,697			53,776
Property and equipment, net		101,123			83,649
Capitalized software development costs, net		24,943			16,793
Right-of-use assets		275,893			234,390
Deferred commission expense, net of current portion		28,296			19,110
Other assets		13,893			9,824
Intangible assets, net		10,282			11,752
Goodwill		31,318			30,250
Total assets	$	1,973,366		$	1,569,268
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	13,540		$	12,842
Accrued compensation costs		44,054			26,318
Accrued expenses and other current liabilities		37,184			28,686
Convertible senior notes		7,837		—
Operating lease liabilities		30,020			23,613
Deferred revenue		312,866			231,030
Total current liabilities		445,501			322,489
Operating lease liabilities, net of current portion		279,664			244,216
Deferred revenue, net of current portion		3,636			3,058
Other long-term liabilities		10,811			8,983
Convertible senior notes, net of current portion		471,099			340,564
Total liabilities		1,210,711			919,310
Stockholders’ equity:
Common stock		46			44
Additional paid-in capital		1,241,167			1,048,380
Accumulated other comprehensive income (loss)		4,603			(336	)
Accumulated deficit		(483,161	)		(398,130	)
Total stockholders’ equity		762,655			649,958
Total liabilities and stockholders’ equity	$	1,973,366		$	1,569,268

Consolidated Statements of Operations

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(in thousands, except per share data)

	For the Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Revenues:
Subscription	$	244,323		$	179,086		$	853,025		$	646,266
Professional services and other		7,742			7,100			30,001			28,594
Total revenue		252,065			186,186			883,026			674,860
Cost of revenues:
Subscription		37,369			27,960			130,685			98,510
Professional services and other		9,925			8,015			36,274			31,448
Total cost of revenues		47,294			35,975			166,959			129,958
Gross profit		204,771			150,211			716,067			544,902
Operating expenses:
Research and development		55,564			42,757			205,589			158,237
Sales and marketing		127,851			90,418			452,081			340,685
General and administrative		28,997			25,194			109,225			92,971
Total operating expenses		212,412			158,369			766,895			591,893
Loss from operations		(7,641	)		(8,158	)		(50,828	)		(46,991	)
Other expense:
Interest income		623			4,646			7,773			19,429
Interest expense		(7,226	)		(5,872	)		(37,049	)		(22,818	)
Other expense		441			380			(711	)		(393	)
Total other expense		(6,162	)		(846	)		(29,987	)		(3,782	)
Loss before income tax expense		(13,803	)		(9,004	)		(80,815	)		(50,773	)
Income tax expense		(1,613	)		(1,298	)		(4,216	)		(2,973	)
Net loss	$	(15,416	)	$	(10,302	)	$	(85,031	)	$	(53,746	)
Net loss per share, basic and diluted	$	(0.34	)	$	(0.24	)	$	(1.90	)	$	(1.28	)
Weighted average common shares used in computing basic and diluted net loss per share:		45,983			42,844			44,757			42,025

Consolidated Statements of Cash Flows

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(in thousands)

	For the Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
Operating Activities:
Net loss		(15,416	)	$	(10,302	)	$	(85,031	)	$	(53,746	)
Adjustments to reconcile net loss to net cash and cash equivalents provided    by operating activities
Depreciation and amortization		9,993			7,545			37,060			28,793
Stock-based compensation		31,466			24,095			121,488			97,754
Loss on early extinguishment of 2022 Convertible Notes		14		—				10,507		—
Repayment of 2022 Convertible Notes attributable to the debt discount		(373	)	—				(49,048	)	—
(Benefit) provision for deferred income taxes		(1,449	)		(848	)		(2,185	)		(799	)
Amortization of debt discount and issuance costs		6,702			5,606			24,890			21,790
Accretion of bond discount		59			(3,271	)		(3,657	)		(14,160	)
Unrealized currency translation		(831	)		37			(952	)		(156	)
Changes in assets and liabilities
Accounts receivable		(29,592	)		(14,082	)		(29,971	)		(15,428	)
Prepaid expenses and other assets		5,570			2,921			(17,026	)		(3,296	)
Deferred commission expense		(7,937	)		(4,115	)		(19,288	)		(9,666	)
Right-of-use assets		8,824			8,347			31,406			22,657
Accounts payable		627			(1,724	)		3,697			3,927
Accrued expenses and other liabilities		12,240			6,320			26,020			7,819
Operating lease liabilities		(10,105	)		(993	)		(31,621	)		(15,781	)
Deferred revenue		51,133			28,355			72,624			49,265
Net cash and cash equivalents provided by operating activities		60,925			47,891			88,913			118,973
Investing Activities:
Purchases of investments		(139,915	)		(336,853	)		(1,517,357	)		(1,304,847	)
Maturities of investments		338,961			376,752			1,352,231			1,066,366
Sale of investments	—			—				10,932		—
Purchases of property and equipment		(9,521	)		(19,175	)		(37,274	)		(40,372	)
Capitalization of software development costs		(5,955	)		(4,335	)		(21,599	)		(13,474	)
Purchases of strategic investments		(500	)	—				(2,500	)		(553	)
Acquisition of a business, net of cash acquired	—				(23,314	)	—				(23,314	)
Net cash and cash equivalents provided by (used in) investing activities		183,070			(6,925	)		(215,567	)		(316,194	)
Financing Activities:
Proceeds from issuance of 2025 Convertible Notes, net of issuance costs paid of $9.9 million	—			—				450,123		—
Proceeds from settlement of Convertible Note Hedges related to the 2022 Convertible Notes		1,062		—				363,554		—
Payments for settlement of Warrants related to the 2022 Convertible Notes	—			—				(327,543	)	—
Repayment of 2022 Convertible Notes attributable to the principal		(1,627	)	—				(235,993	)	—
Payments for Capped Call Options related to the 2025 Convertible Notes	—			—				(50,600	)	—
Proceeds from common stock offering, net of offering costs paid of $365	—			—			—				342,628
Employee taxes paid related to the net share settlement of stock-based awards		(2,787	)		(1,480	)		(7,424	)		(6,247	)
Proceeds related to the issuance of common stock under stock plans		8,115			4,652			30,371			23,578
Repayment of debt	—				(333	)	—				(333	)
Repayments of finance lease obligations	—				(35	)		(28	)		(284	)
Net cash and cash equivalents provided by financing activities		4,763			2,804			222,460			359,342
Effect of exchange rate changes on cash, cash equivalents and restricted cash		4,470			1,451			6,831			(720	)
Net increase in cash, cash equivalents and restricted cash		253,228			45,221			102,637			161,401
Cash, cash equivalents and restricted cash, beginning of period		127,924			233,294			278,515			117,114
Cash, cash equivalents and restricted cash, end of period	$	381,152		$	278,515		$	381,152		$	278,515

Reconciliation of non-GAAP operating income and operating margin

(in thousands, except percentages)

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	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
GAAP operating loss	$	(7,641	)	$	(8,158	)	$	(50,828	)	$	(46,991	)
Stock-based compensation		31,466			24,095			121,488			97,754
Amortization of acquired intangible assets		159			839			2,419			3,201
Acquisition related expenses		640			876			1,832			971
Non-GAAP operating income		24,624		$	17,652		$	74,911		$	54,935
GAAP operating margin		(3.0	%)		(4.4	%)		(5.8	%)		(7.0	%)
Non-GAAP operating margin		9.8	%		9.5	%		8.5	%		8.1	%

Reconciliation of non-GAAP net income

(in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
GAAP net loss	$	(15,416	)	$	(10,302	)	$	(85,031	)	$	(53,746	)
Stock-based compensation		31,466			24,095			121,488			97,754
Amortization of acquired intangibles assets		159			839			2,419			3,201
Acquisition related expenses		640			876			1,832			971
Non-cash interest expense for amortization of debt discount and debt issuance costs		6,702			5,606			24,890			21,790
Loss on early extinguishment of 2022 Convertible Notes		14			—			10,507			—
Impairment of strategic investment		—			—			250			—
Income tax effects of non-GAAP items		(3,423	)		(3,184	)		(11,898	)		(11,616	)
Non-GAAP net income	$	20,142		$	17,930		$	64,457		$	58,354
Non-GAAP net income per share:
Basic	$	0.44		$	0.42		$	1.44		$	1.39
Diluted	$	0.40		$	0.38		$	1.32		$	1.26
Shares used in non-GAAP per share calculations
Basic		45,983			42,844			44,757			42,025
Diluted		49,922			46,912			48,739			46,492

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Reconciliation of non-GAAP expense and expense as a percentage of revenue
(in thousands, except percentages)
	Three Months Ended December 31,
	2020															2019
	COS, Subscription			COS, Prof. services & other			R&D			S&M			G&A			COS, Subscription			COS, Prof. services & other			R&D			S&M			G&A
GAAP expense	$	37,369		$	9,925		$	55,564		$	127,851		$	28,997		$	27,960		$	8,015		$	42,757		$	90,418		$	25,194
Stock -based compensation		(1,294	)		(651	)		(10,303	)		(13,568	)		(5,650	)		(836	)		(531	)		(8,085	)		(9,324	)		(5,319	)
Amortization of acquired intangible assets		(139	)		—			—			(20	)		—			(839	)		—			—			—			—
Acquisition related expenses		—			—			(285	)		—			(355	)		—			—			(262	)		—			(614	)
Non-GAAP expense	$	35,936		$	9,274		$	44,976		$	114,263		$	22,992		$	26,285		$	7,484		$	34,410		$	81,094		$	19,261
GAAP expense as a percentage of revenue		14.8	%		3.9	%		22.0	%		50.7	%		11.5	%		15.0	%		4.3	%		23.0	%		48.6	%		13.5	%
Non-GAAP expense as a percentage of revenue		14.3	%		3.7	%		17.8	%		45.3	%		9.1	%		14.1	%		4.0	%		18.5	%		43.6	%		10.3	%
	Year Ended December 31,
	2020															2019
	COS, Subscription			COS, Prof. services & other			R&D			S&M			G&A			COS, Subscription			COS, Prof. services & other			R&D			S&M			G&A
GAAP expense	$	130,685		$	36,274		$	205,589		$	452,081		$	109,225		$	98,510		$	31,448		$	158,237		$	340,685		$	92,971
Stock -based compensation		(4,408	)		(2,536	)		(39,366	)		(50,552	)		(24,626	)		(3,127	)		(2,829	)		(33,748	)		(36,599	)		(21,451	)
Amortization of acquired intangible assets		(2,340	)		—			—			(79	)		—			(3,201	)		—			—			—			—
Acquisition related expenses		—			—			(1,287	)		—			(545	)		—			—			(357	)		—			(614	)
Non-GAAP expense	$	123,937		$	33,738		$	164,936		$	401,450		$	84,054		$	92,182		$	28,619		$	124,132		$	304,086		$	70,906
GAAP expense as a percentage of revenue		14.8	%		4.1	%		23.3	%		51.2	%		12.4	%		14.6	%		4.7	%		23.4	%		50.5	%		13.8	%
Non-GAAP expense as a percentage of revenue		14.0	%		3.8	%		18.7	%		45.5	%		9.5	%		13.7	%		4.2	%		18.4	%		45.1	%		10.5	%

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Reconciliation of non-GAAP subscription margin

(in thousands, except percentages)

	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
GAAP subscription margin	$	206,954		$	151,126		$	722,340		$	547,756
Stock -based compensation		1,294			836			4,408			3,127
Amortization of acquired intangible assets		139			839			2,340			3,201
Non-GAAP subscription margin	$	208,387		$	152,801		$	729,088		$	554,084
GAAP subscription margin percentage		84.7	%		84.4	%		84.7	%		84.8	%
Non-GAAP subscription margin percentage		85.3	%		85.3	%		85.5	%		85.7	%

Reconciliation of free cash flow
(in thousands)
	Three Months Ended December 31,						Year Ended December 31,
	2020			2019			2020			2019
GAAP net cash and cash equivalents provided by operating activities	$	60,925		$	47,891		$	88,913		$	118,973
Purchases of property and equipment		(9,521	)		(19,175	)		(37,274	)		(40,372	)
Capitalization of software development costs		(5,955	)		(4,335	)		(21,599	)		(13,474	)
Repayment of 2022 Convertible Notes attributable to the debt discount		373			—			49,048			—
Free cash flow	$	45,822		$	24,381		$	79,088		$	65,127

Reconciliation of operating cash flow
(in thousands)
	Three Months Ended December 31,				Year Ended December 31,
	2020		2019		2020		2019
GAAP net cash and cash equivalents provided by operating activities	$	60,925	$	47,891	$	88,913	$	118,973
Repayment of 2022 Convertible Notes attributable to the debt discount		373		—		49,048		—
Operating cash flow, excluding repayment of convertible debt	$	61,298	$	47,891	$	137,961	$	118,973

Reconciliation of forecasted non-GAAP operating income (in thousands, except percentages)
	Three Months Ended March 31, 2021		Year Ended December 31, 2021
GAAP operating income range	($17,096)-($15,096)		($73,212)-($69,212)
Stock-based compensation		33,500		169,065
Amortization of acquired intangible assets		248		988
Acquisition related expenses		348		1,159
Non-GAAP operating income range	$17,000 -$19,000		$98,000-$102,000

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Reconciliation of forecasted non-GAAP net income and non-GAAP net income per share (in thousands, except per share amounts)
	Three Months Ended March 31, 2021		Year Ended December 31, 2021
GAAP net loss range	($23,892)-($22,642)		($107,263)-(102,263)
Stock-based compensation		33,500		169,065
Amortization of acquired intangible assets		248		988
Acquisition related expenses		348		1,159
Non-cash interest expense for amortization of debt discount and debt issuance costs		6,610		27,363
Income tax effects of non-GAAP items	(2,814)-(3,064)		(14,812)-(15,812)
Non-GAAP net income range	$14,000-$15,000		$76,500-$80,500
GAAP net income per basic and diluted share	($0.51)-($0.49)		($2.27)-($2.16)
Non-GAAP net income per diluted share	$0.28-$0.30		$1.51-$1.59
Weighted average common shares used in computing GAAP basic and diluted net loss per share:		46,477		47,303
Weighted average common shares used in computing non-GAAP diluted net loss per share:		50,300		50,659

HubSpot’s estimates of stock-based compensation, amortization of acquired intangible assets, acquisition-related expenses, non-cash interest expense for amortization of debt discount and debt issuance costs, loss on early extinguishment of 2022 Convertible Notes, impairment of strategic investment, and income tax effects of non-GAAP items assume, among other things, the occurrence of no additional acquisitions, investments or restructurings, and no further revisions to stock-based compensation and related expenses.

Non-GAAP Financial Measures
We report our financial results in accordance with accounting principles generally accepted in the United States of America, or GAAP. However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items when used as a supplement to financial performance measures in accordance with GAAP. These items result from facts and circumstances that vary in frequency and impact on continuing operations. In this release, HubSpot’s non-GAAP operating income, operating margin, subscription margin, expense, expense as a percentage of revenue, net income, operating and free cash flow are not presented in accordance with GAAP and are not intended to be used in lieu of GAAP presentations of results of operations. Free cash flow is defined as cash and cash equivalents provided by or used in operating activities less purchases of property and equipment and capitalization of software development costs, plus repayments of convertible notes attributable to debt discount. We believe information regarding free cash flow provides useful information to investors in understanding and evaluating the strength of liquidity and available cash and the exclusion of repayments of convertible notes attributable to debt discount provides a comparable framework for assessing how our business performed when compared to prior periods and also aligns the non-GAAP treatment of our debt discount that is amortized as non-cash interest expense.

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Management believes that these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. Specifically, these non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. In addition, it should be noted that these non-GAAP financial measures may be different from non-GAAP measures used by other companies. We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. Management may, however, utilize other measures to illustrate performance in the future. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included above in this press release.

These non-GAAP measures exclude stock-based compensation, amortization of acquired intangible assets, acquisition related expenses, non-cash interest expense for the amortization of debt discount debt issuance costs, loss on early extinguishment of 2022 Convertible Notes, impairment of strategic investment, and account for the income tax effects of the exclusion of these non-GAAP items. We believe investors may want to incorporate the effects of these items in order to compare our financial performance with that of other companies and between time periods:

A. Stock-based compensation is a non-cash expense accounted for in accordance with FASB ASC Topic 718. We believe that the exclusion of stock-based compensation expense allows for financial results that are more indicative of our operational performance and provide for a useful comparison of our operating results to prior periods and to our peer companies because stock-based compensation expense varies from period to period and company to company due to such things as differing valuation methodologies and changes in stock price.

B. Expense for the amortization of acquired intangible assets is excluded from non-GAAP expense and income measures as HubSpot views amortization of these assets as arising from pre-acquisition activities determined at the time of an acquisition.  While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is a non-cash expense that is not typically affected by operations during any particular period. Valuation and subsequent amortization of intangible assets can also be inconsistent in amount and frequency because they can significantly vary based on the timing and size of acquisitions and the inherently subjective nature of the degree to which a purchase price is allocated to intangible assets. We believe that the exclusion of this amortization expense provides for a useful comparison of our operating results to prior periods, for which we have historically excluded amortization expense, and to our peer companies, which commonly exclude acquired intangible asset amortization. It is important to note that although we exclude amortization of acquired intangible assets from our non-GAAP expense and income measures, revenue generated from such intangibles is included within our non-GAAP income measures. The use of these intangible assets contributed to our revenues earned during the periods presented and will contribute to future periods as well.

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C. Acquisition related expenses, such as transaction costs and retention payments, are expenses that are not necessarily reflective of operational performance during a period. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude these expenses.

D. In May 2017, the Company issued $400 million of convertible notes due in 2022 with a coupon interest rate of 0.25%.  In June 2020, the Company issued $460 million of convertible notes due in 2025 with a coupon interest rate of 0.375%. The imputed interest rates of the convertible senior notes were approximately 6.87% and 5.71%, respectively. This is a result of the debt discount recorded for the conversion feature that is required to be separately accounted for as equity, and debt issuance costs, which reduce the carrying value of the convertible debt instrument. The debt discount is amortized as interest expense together with the issuance costs of the debt. The expense for the amortization of debt discount and debt issuance costs is a non-cash item, and we believe the exclusion of this non-cash interest expense provides for a useful comparison of our operating results to prior periods and to our peer companies.

In June 2020, the Company used a portion of the proceeds from the issuance of the convertible notes due in 2025 to repay approximately $272.1 million of its convertible notes that were due in 2022.  In connection with the repayment of these notes, the Company recorded a $10.5 million loss on early extinguishment of debt, which represents the difference between the fair value and carrying value of the debt extinguished. The amount of this charge may be inconsistent in size and varies depending on the timing of the repurchase of debt. In connection with the debt extinguishment, approximately $48.7 million of the repayment of convertible notes that is attributable to debt discount was classified as cash used in operating activities. Throughout the remainder of 2020 and until the maturity of the notes that are due in 2022, the Company has repaid, and will continue to repay early conversions of these notes. These activities are not considered reflective of our recurring core business operating results. As such, we believe the exclusion of these expenses and payments provides for a useful comparison of our operating results to prior periods and to our peer companies.

E. Strategic investments consist of non-controlling equity investments in privately held companies. The recognition of gains or losses can vary significantly across periods and we do not view them to be indicative of our fundamental operating activities and believe the exclusion of gains or losses provides for a useful comparison of our operating results to prior periods and to our peer companies.

F. The effects of income taxes on non-GAAP items reflect a fixed long-term projected tax rate of 20% to provide better consistency across reporting periods. To determine this long-term non-GAAP tax rate, we exclude the impact of other non-GAAP adjustments and take into account other factors such as our current operating structure and existing tax positions in various jurisdictions. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes and material changes in our forecasted geographic earnings mix.

Investor Relations Contact:
Charles MacGlashing
investors@hubspot.com

Media Contact:
Ellie Flanagan
eflanagan@hubspot.com

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XML

Document And Entity Information	Feb. 11, 2021
Cover [Abstract]
Entity Registrant Name	HUBSPOT, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001404655
Document Period End Date	Feb. 11, 2021
Entity Emerging Growth Company	false
Entity File Number	001-36680
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2632791
Entity Address, Address Line One	25 First Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	888
Local Phone Number	482-7768
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, Par Value $0.001 per share
Trading Symbol	HUBS
Name of each exchange on which registered	NYSE