Delaware | 001-39156 | 27-2404165 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
131 South Dearborn St., Suite 700 | 60603 | ||
Chicago, Illinois | |||
(Address of Principal Executive Offices) | (Zip Code) |
☐ | 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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.0001 par value per share | SPT | Nasdaq Capital Market |
(d) | Exhibits. |
Exhibit No. | Description | |
99.1 |
SPROUT SOCIAL, INC. | |
By: | /s/ Heidi Jonas |
Name: | Heidi Jonas |
Title: | General Counsel and Secretary |
• | Total revenue was $28.1 million, up 26% compared to the fourth quarter of 2018. |
• | Organic revenue (excluding the impact of legacy Simply Measured revenue) was up 37% compared to the fourth quarter of 2018. |
• | Total ARR was $117.8 million, up 27% compared to the fourth quarter of 2018. |
• | Organic ARR was $115.2 million, up 39% compared to the fourth quarter of 2018. |
• | GAAP operating loss was ($25.9) million, compared to ($3.9) million in the fourth quarter of 2018. The increase in operating loss was primarily a result of a $20.0 million stock-based compensation charge related to the vesting of restricted stock units ("RSUs") in connection with our December IPO. |
• | Non-GAAP operating loss was ($5.9) million, compared to ($3.9) million in the fourth quarter of 2018. |
• | GAAP net loss was ($25.9) million, compared to ($4.0) million in the fourth quarter of 2018. The increase in net loss was primarily a result of a $20.0 million stock-based compensation charge related to the vesting of RSUs in connection with our December IPO. |
• | Non-GAAP net loss was ($5.9) million, compared to ($4.0) million in the fourth quarter of 2018. |
• | GAAP net loss per share was ($1.11) based on 23.2 million weighted-average shares of common stock outstanding, compared to ($0.24) based on 16.6 million weighted-average shares of common stock outstanding in the fourth quarter of 2018. The ($1.11) net loss per share reflects a $20.0 million stock-based compensation charge related to the vesting of RSUs in connection with our December IPO. |
• | Non-GAAP net loss per share was ($0.25) based on 23.2 million basic shares of common stock outstanding, compared to ($0.24) based on 16.6 million basic shares of common stock outstanding in the fourth quarter of 2018. |
• | Net cash used by operating activities was ($4.7) million, compared to ($4.9) million in the fourth quarter of 2018. |
• | Free cash flow improved by 530 basis points, from (23%) to (17%), to ($4.9) million, compared to ($5.1) million in the fourth quarter of 2018. |
• | Total revenue was $102.7 million, up 30% compared to 2018. |
• | Organic revenue (excluding the impact of legacy Simply Measured revenue) was up 44% compared to 2018. |
• | Total ARR was $117.8 million, up 27% compared to 2018. |
• | Organic ARR was $115.2 million, up 39% compared to 2018. |
• | GAAP operating loss was ($47.3) million, compared to ($20.8) million in 2018. The increase in operating loss was primarily a result of a $20.0 million stock-based compensation charge in connection with the vesting of RSUs in connection with our December IPO. |
• | Non-GAAP operating loss was ($21.9), which represented a nearly 500 basis point improvement in non-GAAP operating margin to (21%) from (26%) in 2018. |
• | GAAP net loss was ($46.8) million, compared to ($20.9) million in 2018. The increase in net loss was primarily a result of a $20.0 million stock-based compensation charge in connection with vesting of RSUs in connection with our December IPO. |
• | Non-GAAP net loss was ($21.5) million, compared to ($20.9) million in 2018. |
• | GAAP net loss per share was ($2.54) based on 18.4 million weighted-average shares of common stock outstanding, compared to ($1.26) based on 16.6 million weighted-average shares of common stock outstanding in 2018. |
• | Non-GAAP net loss per share was ($1.16) based on 18.4 million basic shares of common stock outstanding, compared to ($1.26) based on 16.6 million basic shares of common stock outstanding in 2018. |
• | Cash and cash equivalents totaled $135.3 million as of December 31, 2019. |
• | Net cash used by operating activities was ($14.4) million, compared to ($17.2) million in 2018. |
• | Free cash flow improved by 976 basis points, from (25%) to (15%), to ($15.2) million, compared to ($19.3) million in 2018. |
• | Grew number of customers to 23,693 customers, up from 23,066 customers in the third quarter of 2019, and up from 21,135 customers at the end of 2018. |
• | Grew number of customers contributing over $10,000 in ARR to 2,185 customers as of December 31, 2019, up 57% compared to December 31, 2018. |
• | Dollar-based net retention rate was 110% in 2019, up from 106% in 2018. |
• | Dollar-based net retention rate excluding small-and-medium-sized business (SMB) customers was 120% in 2019, up from 115% in 2018. |
• | Team recognition: Sprout’s culture and team continue to be differentiators among both industry and talent competitors. This year, the Company was included among Glassdoor’s 2020 Best Places to Work (2020), Glassdoor’s Top CEO (2019) and as Crain’s Chicago Fast 50 2019, among others. |
• | Product Highlights: The Company continues to see exciting growth in new products. Sprout's Listening product continued to grow, reaching over $10 million in ARR in 2019, its first full year. Sprout also brought two new product offerings, Reputation and Premium Analytics, to market in 2019. |
• | Achieved SOC2 compliance: On November 1, 2019 Sprout achieved an independent certification of SOC2 compliance. As a technology vendor, this is a major milestone that we expect will be crucial to earning the trust of future customers. |
• | Completed Initial Public Offering: The Company completed its Initial Public Offering on The Nasdaq Capital Market on December 13, 2019. The Company sold a total of 8,823,530 shares of Class A common stock to the public at a price of $17.00 per share for a total of approximately $134.3 million in net proceeds to the Company after deducting underwriting discounts and commissions and offering-related expenses payable by Sprout. |
• | Total revenue between $29.4 million and $29.9 million. |
• | Non-GAAP operating loss between ($11.2) million and ($10.2) million. |
• | Non-GAAP net loss per share of between ($0.22) and ($0.20) based on approximately 50.5 million basic shares of common stock outstanding. |
• | Total revenue between $131.7 and $133.7 million. |
• | Non-GAAP operating loss between ($29.3) and ($25.3) million. |
• | Non-GAAP net loss per share of between ($0.57) and ($0.50) based on approximately 51.0 million basic shares of common stock outstanding. |
Sprout Social, Inc. | |||||||
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | |||||||
(in thousands, except share and per share data) | |||||||
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Revenue | |||||||
Subscription | $ | 27,958 | $ | 22,166 | |||
Professional services and other | 186 | 110 | |||||
Total revenue | 28,144 | 22,276 | |||||
Cost of revenue(1) | |||||||
Subscription | 8,749 | 5,335 | |||||
Professional services and other | 117 | 72 | |||||
Total cost of revenue | 8,866 | 5,407 | |||||
Gross profit | 19,278 | 16,869 | |||||
Operating expenses | |||||||
Research and development(1) | 8,922 | 6,397 | |||||
Sales and marketing(1) | 21,510 | 9,254 | |||||
General and administrative(1) | 14,761 | 5,112 | |||||
Total operating expenses | 45,193 | 20,763 | |||||
Loss from operations | (25,915) | (3,894) | |||||
Interest expense | (71) | (232) | |||||
Interest income | 51 | 27 | |||||
Other income | 102 | 148 | |||||
Loss before income taxes | (25,833) | (3,951) | |||||
Income tax expense | 17 | 22 | |||||
Net loss and comprehensive loss | $ | (25,850 | ) | $ | (3,973 | ) | |
Net loss per share attributable to common shareholders, basic and diluted | $ | (1.11 | ) | $ | (0.24 | ) | |
Weighted-average shares outstanding used to compute net loss per share, basic and diluted | 23,213,019 | 16,640,690 | |||||
(1) Includes stock-based compensation expense as follows: | |||||||
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Cost of revenue | $ | 1,126 | $ - | ||||
Research and development | 2,290 | 2 | |||||
Sales and marketing | 8,697 | 1 | |||||
General and administrative | 7,857 | - | |||||
Total stock-based compensation expense | $ | 19,970 | $ | 3 |
Sprout Social, Inc. | |||||||
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | |||||||
(in thousands, except share and per share data) | |||||||
Year Ended December 31, | |||||||
2019 | 2018 | ||||||
Revenue | |||||||
Subscription | $ | 102,243 | $ | 78,392 | |||
Professional services and other | 464 | 421 | |||||
Total revenue | 102,707 | 78,813 | |||||
Cost of revenue(1) | |||||||
Subscription | 27,862 | 20,726 | |||||
Professional services and other | 292 | 268 | |||||
Total cost of revenue | 28,154 | 20,994 | |||||
Gross profit | 74,553 | 57,819 | |||||
Operating expenses | |||||||
Research and development(1) | 28,059 | 25,426 | |||||
Sales and marketing(1) | 55,584 | 35,980 | |||||
General and administrative(1) | 38,178 | 17,185 | |||||
Total operating expenses | 121,821 | 78,591 | |||||
Loss from operations | (47,268) | (20,772) | |||||
Interest expense | (270) | (617) | |||||
Interest income | 307 | 35 | |||||
Other income | 490 | 442 | |||||
Loss before income taxes | (46,741) | (20,912) | |||||
Income tax expense | 66 | 22 | |||||
Net loss and comprehensive loss | $ | (46,807 | ) | $ | (20,934 | ) | |
Net loss per share attributable to common shareholders, basic and diluted | $ | (2.54 | ) | $ | (1.26 | ) | |
Weighted-average shares outstanding used to compute net loss per share, basic and diluted | 18,438,695 | 16,593,258 | |||||
(1) Includes stock-based compensation expense as follows: | |||||||
Year Ended December 31, | |||||||
2019 | 2018 | ||||||
Cost of revenue | $ | 1,126 | $ | 9 | |||
Research and development | 2,290 | 28 | |||||
Sales and marketing | 8,697 | 15 | |||||
General and administrative | 13,220 | 1 | |||||
Total stock-based compensation expense | $ | 25,333 | $ | 53 |
Sprout Social, Inc. | |||||||
Consolidated Balance Sheets (Unaudited) | |||||||
(in thousands, except share data) | |||||||
December 31, | |||||||
2019 | 2018 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 135,310 | $ | 26,190 | |||
Accounts receivable, net of allowances of $706 and $374 at December 31, 2019 and 2018, respectively | 11,099 | 10,551 | |||||
Deferred Commissions | 5,574 | 3,634 | |||||
Prepaid expenses and other assets | 5,050 | 2,507 | |||||
Total current assets | 157,033 | 42,882 | |||||
Property and equipment, net | 13,529 | 15,524 | |||||
Deferred commissions, net of current portion | 5,505 | 4,087 | |||||
Operating lease, right-of-use asset | 5,618 | - | |||||
Goodwill | 2,299 | 2,299 | |||||
Intangible assets, net | 5,482 | 7,014 | |||||
Other assets, net | 125 | 39 | |||||
Total assets | $ | 189,591 | $ | 71,845 | |||
Liabilities and Stockholders' (Deficit)/Equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 2,049 | $ | 1,784 | |||
Deferred revenue | 29,566 | 21,150 | |||||
Operating lease liability | 2,331 | - | |||||
Accrued wages and payroll related benefits | 4,053 | 3,735 | |||||
Accrued expenses and other | 5,057 | 4,402 | |||||
Total current liabilities | 43,056 | 31,071 | |||||
Deferred rent, net of current portion | - | 14,651 | |||||
Deferred revenue, net of current portion | 209 | 390 | |||||
Operating lease liability, net of current portion | 18,196 | - | |||||
Total liabilities | 61,461 | 46,112 | |||||
Stockholders' (deficit)/equity | |||||||
Series A convertible preferred stock, $0.0001 par value, 2,690,403 shares authorized; 2,690,403 issued and outstanding at December 31, 2018 | - | 448 | |||||
Series A-1 convertible preferred stock, $0.0001 par value, 1,600,000 shares authorized; 1,600,000 issued and outstanding at December 31, 2018 | - | 800 |
Series B convertible preferred stock, $0.0001 par value, 6,108,000 shares authorized; 6,108,000 issued and outstanding at December 31, 2018 | - | 9,961 | |||||
Series B-1 convertible preferred stock, $0.0001 par value, 2,492,570 shares authorized; 2,449,700 issued and outstanding at December 31, 2018 | - | 9,663 | |||||
Series C convertible preferred stock, $0.0001 par value, 6,989,863 shares authorized; 6,989,863 issued and outstanding at December 31, 2018 | - | 41,799 | |||||
Series D convertible preferred stock, $0.0001 par value, 2,176,297 shares authorized; 2,176,297 issued and outstanding at December 31, 2018 | - | 40,305 | |||||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized at December 31, 2019; no shares issued and outstanding at December 31, 2019 | - | - | |||||
Class A Common stock, $0.0001 par value, 1,000,000,000 shares authorized at December 31, 2019; 41,714,870 and 39,041,065 issued and outstanding at December 31, 2019, respectively | 4 | - | |||||
Class B Common stock, $0.0001 par value, 25,000,000 shares authorized at December 31, 2019; 9,803,933 issued and outstanding at December 31, 2019 | 1 | - | |||||
Common stock, $0.0001 par value, 46,000,000 shares authorized at December 31, 2018; 18,652,960 and 16,679,109 issued and outstanding at December 31, 2018, respectively | - | 1 | |||||
Additional paid-in capital | 263,943 | 1,844 | |||||
Treasury stock, at cost | (20,430) | (10,507) | |||||
Accumulated deficit | (115,388) | (68,581) | |||||
Total stockholders’ equity | 128,130 | 25,733 | |||||
Total liabilities and stockholders’ equity | $ | 189,591 | $ | 71,845 |
Sprout Social, Inc. | |||||||
Consolidated Statements of Cash Flows (Unaudited) | |||||||
(in thousands) | |||||||
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Cash flows from operating activities | |||||||
Net loss | $ | (25,850 | ) | $ | (3,973 | ) | |
Adjustments to reconcile net loss to net cash (used in) operating activities | |||||||
Depreciation of property and equipment | 705 | 654 | |||||
Amortization of line of credit issuance costs | 45 | 37 | |||||
Amortization of acquired intangible assets | 376 | 386 | |||||
Amortization of deferred commissions | 1,432 | 899 | |||||
Amortization of right-of-use operating lease asset | 245 | - | |||||
Stock-based compensation expense | 19,970 | 3 | |||||
Provision for accounts receivable allowances | 1,033 | - | |||||
Changes in operating assets and liabilities | |||||||
Accounts receivable | (1,844) | (2,978) | |||||
Prepaid expenses and other current assets | (1,817) | (422) | |||||
Deferred commissions | (3,248) | (2,373) | |||||
Accounts payable and accrued expenses | 1,763 | 1,498 | |||||
Deferred revenue | 3,138 | 1,387 | |||||
Lease liabilities | (650) | - | |||||
Deferred rent | - | (54) | |||||
Net cash (used in) operating activities | (4,702) | (4,936) | |||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (216) | (138) | |||||
Net cash (used in) investing activities | (216) | (138) | |||||
Cash flows from financing activities | |||||||
Proceeds from initial public offering, net of underwriters' discounts and commissions | 139,500 | - | |||||
Proceeds from line of credit | - | 3,500 | |||||
Repayments of line of credit | - | (14,000) | |||||
Proceeds from issuance of convertible preferred stock | - | 40,305 | |||||
Payments for line of credit issuance costs | (101) | (127) | |||||
Proceeds from exercise of stock options | 30 | 45 | |||||
Employee taxes paid related to the net share settlement of stock-based awards | (8,125) | - | |||||
Payments of deferred offering costs | (3,676) | - | |||||
Net cash provided by financing activities | 127,628 | 29,723 | |||||
Net increase in cash | 122,710 | 24,649 | |||||
Cash | |||||||
Beginning of period | 12,600 | 1,541 | |||||
End of period | $ | 135,310 | $ | 26,190 |
Sprout Social, Inc. | |||||||
Consolidated Statements of Cash Flows (Unaudited) | |||||||
(in thousands) | |||||||
Year Ended December 31, | |||||||
2019 | 2018 | ||||||
Cash flows from operating activities | |||||||
Net loss | $ | (46,807 | ) | $ | (20,934 | ) | |
Adjustments to reconcile net loss to net cash (used in) operating activities | |||||||
Depreciation of property and equipment | 2,736 | 2,441 | |||||
Amortization of line of credit issuance costs | 194 | 128 | |||||
Amortization of acquired intangible assets | 1,532 | 1,545 | |||||
Amortization of deferred commissions | 4,812 | 2,795 | |||||
Amortization of right-of-use operating lease asset | 1,056 | - | |||||
Stock-based compensation expense | 25,333 | 53 | |||||
Provision for accounts receivable allowances | 2,208 | 793 | |||||
Changes in operating assets and liabilities | |||||||
Accounts receivable | (2,756) | (4,940) | |||||
Prepaid expenses and other current assets | (2,657) | (1,242) | |||||
Deferred commissions | (8,170) | (6,964) | |||||
Accounts payable and accrued expenses | 1,430 | 1,761 | |||||
Deferred revenue | 8,235 | 7,162 | |||||
Lease liabilities | (1,560) | - | |||||
Deferred rent | - | 164 | |||||
Net cash (used in) operating activities | (14,414) | (17,238) | |||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (760) | (2,097) | |||||
Net cash (used in) investing activities | (760) | (2,097) | |||||
Cash flows from financing activities | |||||||
Proceeds from initial public offering, net of underwriters' discounts and commissions | 139,500 | - | |||||
Proceeds from line of credit | - | 11,000 | |||||
Repayments of line of credit | - | (14,000) | |||||
Proceeds from issuance of convertible preferred stock | - | 40,305 | |||||
Payments for line of credit issuance costs | (148) | (163) | |||||
Proceeds from exercise of stock options | 92 | 106 | |||||
Employee taxes paid related to the net share settlement of stock-based awards | (9,923) | - | |||||
Payments of deferred offering costs | (5,227) | - | |||||
Net cash provided by financing activities | 124,294 | 37,248 | |||||
Net increase in cash | 109,120 | 17,913 | |||||
Cash | |||||||
Beginning of year | 26,190 | 8,277 | |||||
End of year | $ | 135,310 | $ | 26,190 |
Sprout Social, Inc. | |||||||||||||||
Summary and Reconciliation of Non-GAAP Financial Measures (Unaudited) | |||||||||||||||
(in thousands, except per share data) | |||||||||||||||
Summary of Non-GAAP Financial Measures | |||||||||||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Non-GAAP operating loss | $ | (5,945 | ) | $ | (3,891 | ) | $ | (21,935 | ) | $ | (20,719 | ) | |||
Non-GAAP net loss | (5,880) | (3,970) | (21,474) | (20,881) | |||||||||||
Non-GAAP net loss per share | (0.25) | (0.24) | (1.16) | (1.26) | |||||||||||
Free cash flow | $ | (4,918 | ) | $ | (5,074 | ) | $ | (15,174 | ) | $ | (19,335 | ) | |||
Reconciliation of Non-GAAP Financial Measures | |||||||||||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Reconciliation of Non-GAAP operating loss | |||||||||||||||
Loss from operations | $ | (25,915 | ) | $ | (3,894 | ) | $ | (47,268 | ) | $ | (20,772 | ) | |||
Stock-based compensation expense | 19,970 | 3 | 25,333 | 53 | |||||||||||
Non-GAAP operating loss | $ | (5,945 | ) | $ | (3,891 | ) | $ | (21,935 | ) | $ | (20,719 | ) | |||
Reconciliation of Non-GAAP net loss | |||||||||||||||
Net loss and comprehensive loss | $ | (25,850 | ) | $ | (3,973 | ) | $ | (46,807 | ) | $ | (20,934 | ) | |||
Stock-based compensation expense | 19,970 | 3 | 25,333 | 53 | |||||||||||
Non-GAAP net loss | $ | (5,880 | ) | $ | (3,970 | ) | $ | (21,474 | ) | $ | (20,881 | ) | |||
Reconciliation of Non-GAAP net loss per share | |||||||||||||||
Net loss per share attributable to common shareholders, basic and diluted | $ | (1.11 | ) | $ | (0.24 | ) | $ | (2.54 | ) | $ | (1.26 | ) | |||
Stock-based compensation expense per share | 0.86 | - | 1.38 | - | |||||||||||
Non-GAAP net loss per share | $ | (0.25 | ) | $ | (0.24 | ) | $ | (1.16 | ) | $ | (1.26 | ) | |||
Reconciliation of free cash flow | |||||||||||||||
Net cash (used in) operating activities | $ | (4,702 | ) | $ | (4,936 | ) | $ | (14,414 | ) | $ | (17,238 | ) | |||
Purchases of property and equipment | (216) | (138) | (760) | (2,097) | |||||||||||
Free cash flow | $ | (4,918 | ) | $ | (5,074 | ) | $ | (15,174 | ) | $ | (19,335 | ) |
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