425 1 d237015d425.htm 425 425

Filed by Dragoneer Growth Opportunities Corp. II

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Dragoneer Growth Opportunities Corp. II

Commission File No. 001-39709

Date: November 29, 2021

Cvent Highlights Achievements Since Mid-Year 2021

Results and accolades demonstrate strong momentum and continued commitment to driving industry innovation

Tysons, VA (November 29, 2021) — Cvent, a market-leading meetings, events, and hospitality technology provider, today provides an update on continued momentum since the announcement of its transaction with Dragoneer Growth Opportunities Corp. II (Nasdaq: DGNS) in July. Over the past four months, Cvent has seen strong growth in its acquisition of new logos, including significant increases in initial contract values. The Company has also seen meaningful expansion within its existing customer base as organizations look to deliver more engaging in-person, virtual, and hybrid events; and tap into new opportunities that exist due to the digital transformation of meetings and events that was accelerated during the pandemic. The Company continues to be recognized as a leader in its industry, winning multiple awards highlighting excellence in technology innovation, executive leadership, and employee experience. To discuss the company’s progress and future outlook, Cvent CEO & Founder Reggie Aggarwal, and Chief Financial Officer Billy Newman, recently participated in an on-demand webcast, hosted by IPO Edge, that can be accessed here.

Business Highlights

Over the last four months, Cvent continued to see strong momentum in landing new logos and increasing initial contract values. In addition to the hundreds of smaller deals Cvent closed in the third quarter, the Company closed several large transactions including:

 

   

A state transportation agency initially looking for a single virtual event solution, signed a 3-year deal with a total contract value (TCV) of $900,000. This organization will be using Cvent for their virtual, in-person, and hybrid events.

 

   

A publicly traded pharma company signed a 2-year deal with a TCV of $1 million. This company chose Cvent due to the breadth and depth of Cvent’s platform and the seamless end-to-end user experience for all attendee-facing interactions.

 

   

A global marketing association signed a 3-year contract for a TCV of nearly $900,000.

 

   

A public IT service management company signed a 3-year contract for a TCV of nearly $546,000.

 

   

An American racing company signed a 2-year contract for a TCV of approximately $190,000.

 

   

A top three travel management company in Japan signed an annual contract value (ACV) of $260,000.

The third quarter also highlighted Cvent’s strong land and expand opportunity.

 

   

Pre-pandemic, a mid-size, global financial advisory client that signed on with Cvent in 2016, had only leveraged Cvent for its in-person events. After leveraging Cvent for one virtual event that exceeded its event goals, the company signed a new contract with Cvent in the third quarter to run more virtual events, increasing the ACV from $17,000 to $545,000.

 

   

A multi-national technology company with over 10,000 employees went from leveraging Cvent only for their flagship conference to now using Cvent for nearly all its internal and external events. This account has grown from $100,000 in 2019 to over $750,000 in contract value this year, with over $350,000 coming as expansion in the third quarter. With this expanded multi-year contract, the company has signed on with Cvent to support their event needs through 2023, further highlighting their confidence in the Cvent platform to meet their long-term needs.

 

   

During the quarter, Cvent was also able to successfully expand its contract with a Fortune 500 Financial Services Institute, a Public Multinational Software Company, a State Education Association, a National Healthcare Association, a State Employee Retirement Agency, and a French consumer products company.


The deals highlighted above demonstrate the long runway Cvent has to sell more solutions inside its global install base.

In August, Cvent hosted its flagship Cvent CONNECT® customer conference in a hybrid environment for the first time, allowing in-person and virtual attendees to experience the power of the Cvent platform first-hand. The event brought together thousands in-person in Las Vegas and online to capitalize on the transformation of the trillion-dollar meetings and events industry. During the event, Cvent CEO & Founder Reggie Aggarwal shared insights on the pandemic-driven innovation and evolution that have transformed the meetings and events industry.

At Cvent CONNECT, the company announced the launch of Cvent Studio, a new solution that delivers powerful live stream and video production capabilities and further expands Cvent’s virtual and hybrid offerings. Cvent Studio enables marketers and planners to produce broadcast quality video content, through web-based solutions. The state-of-the-art functionality gives organizations the tools they need to up level their virtual events into immersive, fully branded experiences.

The Company has also continued to roll out new products and expand its industry partnerships, further strengthening the Cvent platform and its positioning as a market leader in the space.

 

   

In August, Cvent expanded its partnership with Amadeus, a leading hospitality technology platform, to increase bookings for small meetings and events. With Cvent Instant Book, currently available as an Early Adopter pilot, planners will be able to easily book small meetings directly through the Cvent platform. The announcement further enhances Cvent’s ability to capitalize on the small meetings and events business.

 

   

The Company also extended its long-standing strategic partnership with the largest global meetings and event industry association, Meeting Professionals International (MPI). Together, Cvent and MPI will continue to deliver educational opportunities and thought leadership content to MPI’s global community of more than 60,000 meeting and event professionals. In addition, Cvent’s technology will be used across MPI events, including its signature events, MPI World Education Congress (WEC) and the European Meetings and Events Conference (EMEC).

Cvent was also recognized during the quarter for its industry-leading technology and employee experience. In August, the Cvent Attendee Hub® – Cvent’s live engagement platform for virtual, in-person, and hybrid events – was selected as the winner of the “Event Management Innovation” award in the fourth annual MarTech Breakthrough Awards. The awards program is conducted by MarTech Breakthrough, a leading market intelligence organization that recognizes the top companies, technologies, and products in the global marketing, sales, and advertising technology industry today. With more than 2,850 nominations from 17 countries around the world, the win puts Cvent in distinguished company with other market-leading brands including Nielsen, Adobe, and Mailchimp, among others. Additional accolades include:

 

   

Most Innovative Company of the Year, Stevie International Business Awards, Bronze

 

   

Technology Innovation – Meetings & Events, Cvent Attendee Hub®, Business Travel Awards Europe

 

   

Best Virtual Events Platform, Micebook V Awards

 

   

Premier Sales Employer, Institute for Excellence in Sales

Third Quarter Financial Results

On Nov. 8, 2021, Cvent reported total third quarter revenue of $134.1 million, an increase of 13.1% from the comparable period in 2020 and 3.6% higher than guidance. Within the $134.1 million, Event Cloud revenue was $92.5 million, an increase of 27.2% from the comparable period in 2020. Net loss was $26.1 million compared to $14.4 million in the comparable period in 2020 and adjusted EBITDA was $23.4 million, representing an adjusted EBITDA margin of 17.5%, compared to $36.2 million, or an adjusted EBITDA margin of 30.5% in the comparable period in 2020.


As a result of strong performance through September 30, 2021 and the robust opportunity ahead, Cvent raised its fourth quarter and full year 2021 guidance in conjunction with the third quarter earnings release. Fourth quarter revenue is now expected to grow 21.7% year-over-year at the mid-point versus prior guidance for 20.1%; and for the full year, Cvent is now expecting 3.2% revenue growth at the midpoint versus prior guidance for 1.7%. Adjusted EBITDA was raised as well. For the fourth quarter, it is now expected to be in the range of $21.8 million to $22.7 million, or 15.9% of revenue at the mid-point and the full year is expected to be in the range of $92.7 million to $93.6 million, or 18.1% of revenue at the mid-point versus its previous guidance of $90.0 million and 17.7% of revenue.

Pending Transaction with Dragoneer Growth Opportunities Corp. II

On November 12, 2021, Cvent announced that Dragoneer’s registration statement on Form S-4 (as amended, the “Registration Statement”), in connection with the previously announced proposed business combination (the “Business Combination”), has been declared effective by the U.S. Securities and Exchange Commission (“SEC”). The Registration Statement provides important information about Dragoneer, Cvent and the Business Combination and can be found on the SEC’s website at https://www.sec.gov under the ticker “DGNS.”

On November 12, 2021, Dragoneer commenced mailing the definitive proxy statement and a notice of voting and instruction form, or a proxy card, related to the special meeting (“Special Meeting”) of Dragoneer’s stockholders of record as of the close of business on October 29, 2021 (the “Record Date”). The Special Meeting of stockholders and the vote to approve the business combination will be held on December 7, 2021, at 9:00 a.m., Eastern Time. If the proposals at the Special Meeting are approved, the business combination is expected to close on December 8, 2021, subject to the satisfaction of customary closing conditions.

Cvent’s common stock is expected to be listed on the Nasdaq Global Select Market under the ticker symbol “CVT”, following the close of the business combination.

About Cvent

Cvent is a leading meetings, events, and hospitality technology provider with more than 4,000 employees and 200,000 users worldwide. Founded in 1999, the company delivers a comprehensive event marketing and management platform and offers a global marketplace where event professionals collaborate with venues to create engaging, impactful experiences. Cvent is headquartered in Tysons, Virginia, just outside of Washington D.C., and has additional offices around the world to support its growing global customer base. The comprehensive Cvent event marketing and management platform offers software solutions to event organizers and marketers for online event registration, venue selection, event marketing and management, virtual and onsite solutions, and attendee engagement. Cvent’s suite of products automate and simplify the entire event management process and maximize the impact of in-person, virtual, and hybrid events. Hotels and venues use Cvent’s supplier and venue solutions to win more group and corporate travel business through Cvent’s sourcing platforms. Cvent solutions optimize the entire event management value chain and have enabled clients around the world to manage millions of meetings and events. For more information, please visit Cvent.com, or connect with us on Facebook, Twitter or LinkedIn.


Additional Information

In connection with the Business Combination, Dragoneer has filed with the US Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (the “Registration Statement”), which included a preliminary prospectus and preliminary proxy statement. The Registration Statement was declared effective by the SEC on October 29, 2021. Dragoneer has mailed a definitive proxy statement/final prospectus and other relevant documents to its shareholders on or about November 12, 2021. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Dragoneer is sending to its shareholders in connection with the Business Combination. The information filed by Dragoneer contains substantially more information about Cvent than is being furnished with this communication and may contain information that an investor will consider important in making a decision regarding an investment in Dragoneer securities. INVESTORS AND SECURITY HOLDERS OF DRAGONEER ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH DRAGONEER’S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 7, 2021, TO APPROVE THE BUSINESS COMBINATION (AND RELATED MATTERS), AS WELL AS ANY AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH SUCH SOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. The definitive proxy statement/final prospectus was mailed to shareholders of Dragoneer as of October 29, 2021, the record date established for voting on the Business Combination. Shareholders are also be able to obtain copies of the proxy statement/prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Dragoneer Growth Opportunities Corp. II, One Letterman Drive, Building D, Suite M500, San Francisco, California, 94129.

Participants in the Solicitation

Dragoneer, Cvent and certain of their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Dragoneer’s shareholders in connection with the Business Combination. DRAGONEER’S SHAREHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF DRAGONEER IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020, WHICH WAS FILED WITH THE SEC ON MARCH 31, 2021 AND IN ITS QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED MARCH 31, 2021 AND JUNE 30, 2021, WHICH WERE FILED WITH THE SEC ON JUNE 21, 2021 AND AUGUST 16, 2021, RESPECTIVELY. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES TO DRAGONEER’S SHAREHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING ARE SET FORTH IN THE REGISTRATION STATEMENT FOR THE BUSINESS COMBINATION. Investors and Dragoneer’s shareholders may obtain more detailed information regarding the names and interests in the Business Combination of Dragoneer’s directors and officers in Dragoneer’s filings with the SEC, including the Registration Statement filed with the SEC by Dragoneer, which includes the proxy statement of Dragoneer for the Business Combination, and such information and names of Cvent’s directors and executive officers are also in the Registration Statement filed with the SEC by Dragoneer, which includes the proxy statement of Dragoneer for the Business Combination.


Forward Looking Statements

This communication contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Forward-looking statements in this communication include, but are not limited to, statements regarding future events, such as the proposed Business Combination between Dragoneer and Cvent, including the timing and structure of the transaction, the likelihood and ability of the parties to successfully consummate the Business Combination, the PIPE and the Forward Purchase Agreement, the amount of funds available in the trust account as a result of shareholder redemptions or otherwise, as well as statements about the composition of the board of directors of the company. We cannot assure you that the forward-looking statements in this communication will prove to be accurate. These forward looking statements are subject to a number of risks and uncertainties, including, among others, the general economic, political, business and competitive conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or any related agreements or could otherwise cause the transaction to fail to close; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the transactions contemplated by the Business Combination; the ability of existing investors to redeem the ability to complete the Business Combination due to the failure to obtain approval from Dragoneer’s shareholders, or the risk that the approval of the shareholders of Dragoneer for the potential transaction is otherwise not obtained; the failure to satisfy other closing conditions in the Business Combination Agreement or otherwise, the occurrence of any event that could give rise to the termination of the Business Combination Agreement; the failure to obtain financing to complete the Business Combination, including to consummate the PIPE or the transactions contemplated by the Forward Purchase Agreement; the ability to recognize the anticipated benefits of the Business Combination; the impact of COVID-19 on Cvent’s business and/or the ability of the parties to complete the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Dragoneer and Cvent; the risk that the Business Combination disrupts current plans and operations of Dragoneer or Cvent as a result of the announcement and consummation of the Business Combination; the ability of the Company to grow and manage growth profitably and retain its key employees; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Business Combination; costs related to the Business Combination; and other risks and uncertainties, including those to be included under the header “Risk Factors” in the registration statement on Form S-4 filed by Dragoneer with the SEC, those included under the header “Risk Factors” in the final prospectus of Dragoneer related to its initial public offering and those under the heading “Summary Risk Factors” in the investor presentation filed as Exhibit 99.3 to Dragoneer’s Current Report on Form 8-K filed on July 23, 2021. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In addition, you are cautioned that past performance may not be indicative of future results. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements in making an investment decision or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent our views as of the date of this communication. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this communication.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)

 

Assets    September
30, 2021
    December
31, 2020
 

Current Assets:

    

Cash and cash equivalents

   $ 115,406     $ 65,265  

Restricted cash

     103       205  

Short-term investments

     2,696       —    

Accounts receivable, net of allowance of $3.0 million and $3.3 million, respectively

     82,651       141,113  

Capitalized commission, net

     22,142       22,000  

Prepaid expenses and other current assets

     15,934       12,415  
  

 

 

   

 

 

 

Total current assets

     238,932       240,998  

Property and equipment, net

     16,024       21,715  

Capitalized software development costs, net

     113,519       124,030  

Intangible assets, net

     234,160       272,416  

Goodwill

     1,617,936       1,605,628  

Operating lease-right-of-use assets

     29,031       38,922  

Capitalized commission, net, non-current

     19,275       20,427  

Deferred tax assets, non-current

     1,999       2,036  

Other assets, non-current, net

     3,997       5,479  
  

 

 

   

 

 

 

Total assets

   $ 2,274,873     $ 2,331,651  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Current portion of long-term debt

   $ 4,546     $ 17,920  

Accounts payable

     2,316       4,078  

Accrued expenses and other current liabilities

     69,865       81,939  

Fees payable to customers

     30,750       16,872  

Operating lease liabilities, current

     11,459       15,910  

Deferred revenue

     226,307       207,622  
  

 

 

   

 

 

 

Total current liabilities

     345,243       344,341  

Deferred tax liabilities, non-current

     18,226       16,950  

Long-term debt, net

     750,540       753,953  

Operating lease liabilities, non-current

     32,036       40,317  

Other liabilities, non-current

     7,651       5,239  
  

 

 

   

 

 

 

Total liabilities

     1,153,696       1,160,800  

Commitments and contingencies

(Note 13) Stockholders’ equity:

    

Common stock, $0.001 par value, 1,100,000 shares authorized at September 30, 2021, and December 31, 2020; 917,761 and 917,365 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

     1       1  

Additional paid-in capital

     1,953,654       1,936,447  

Accumulated other comprehensive loss

     (2,415     (69

Accumulated deficit

     (830,063     (765,528
  

 

 

   

 

 

 

Total stockholders’ equity

     1,121,177       1,170,851  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,274,873     $ 2,331,651  
  

 

 

   

 

 

 


CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

(unaudited)

 

     Three Months
Ended September

30,
    Nine Months
Ended September

30,
 
     2021     2020     2021     2020  

Revenue

   $ 134,058     $ 118,507     $ 374,159     $ 383,216  

Cost of revenue

     50,635       39,888       140,479       134,334  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     83,423       78,619       233,680       248,882  

Operating expenses:

        

Sales and marketing

     37,161       29,004       99,069       99,543  

Research and development

     25,685       20,970       72,016       68,992  

General and administrative

     25,358       20,243       63,711       63,881  

Intangible asset amortization, exclusive of amounts included in cost of revenue

     12,757       13,491       38,721       40,416  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     100,961       83,708       273,517       272,832  

Loss from operations

     (17,538     (5,089     (39,837     (23,950

Interest expense

     (7,546     (8,151     (22,717     (27,695

Amortization of deferred financing costs and debt discount

     (938     (948     (2,823     (2,852

Loss on divestitures, net

     —         —         —         (9,634

Other income, net

     1,864       461       6,135       1,919  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (24,158     (13,727     (59,242     (62,212

Provision for income taxes

     1,968       648       5,294       4,870  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (26,126     (14,375     (64,536     (67,082
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive loss:

        

Foreign currency translation gain/(loss)

     (2,002     2,207       (2,314     (1,504

Comprehensive loss

   $ (28,128   $ (12,168   $ (66,850   $ (68,586
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and Diluted net loss per common share

   $ (27.93)     $ (15,67)     $ (69.87)     $ (73.15)  
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and Diluted weighted-average common shares outstanding

     935,522       917,085       923,626       917,082  


CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share data)

(unaudited)

 

     Nine Months Ended
September 30,
 
     2021     2020  

Operating activities:

    

Net loss

   $ (64,536   $  (67,082

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation and amortization

     93,142       96,217  

Amortization of the right-of-use assets

     6,817       8,063  

Allowance for expected credit losses, net

     5.549       663  

Amortization of deferred financing costs and debt discount

     2,823       2,852  

Amortization of capitalized commission

     21,568       22,117  

Unrealized foreign currency transaction gain

     19       87  

Stock-based compensation

     16,811       14,557  

Loss on divestiture

     —         9,634  

Change in deferred taxes

     1,313       1,228  

Change in operating assets and liabilities, net of acquired assets and liabilities:

    

Accounts receivable

     52,611       32,395  

Prepaid expenses and other assets

     (6,064     481  

Capitalized commission, net

     (26,706     (22,894

Accounts payable, accrued expenses and other liabilities

     8,999       (18,275

Operating lease liability

     (9,666     (7,066

Deferred revenue

     18,878       (19,147
  

 

 

   

 

 

 

Net cash provided by operating activities

     121,558       53,830  

Investing activities:

    

Purchase of property and equipment

     (2,768     (1,298

Capitalized software development costs

     (30,272     (32,425

Purchase of short-term investments

     (31,435     (26,914

Maturities of short-term investments

     28,739       26,268  

Proceeds from divestiture

     122       500  

Acquisitions, net of cash acquired

     (14,769     (1,400
  

 

 

   

 

 

 

Net cash used in investing activities

     (50,383     (35,269

Financing activities:

    

Principal repayments on first lien term loan

     (5,951     (5,951

Principal repayments of revolving credit facility

     (13,400     (26,100

Proceeds from revolving credit facility

     —         40,000  

Proceeds from exercise of stock options

     522       5  

Repurchase of stock

     (57     —    
  

 

 

   

 

 

 

Net cash provided by financing activities

     (18,886     7,954  

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

     (2,250     (1,471
  

 

 

   

 

 

 

Change in cash, cash equivalents, and restricted cash

     50,039       25,044  

Cash, cash equivalents, and restricted cash, beginning of period

     65,470       72,721  
  

 

 

   

 

 

 

Cash, cash equivalents, and restricted cash, end of period

     115,509       97,765  
  

 

 

   

 

 

 

Supplemental cash flow information:

    

Interest paid

     22,721       27,682  

Income taxes paid

     4,655       4,564  

Supplemental disclosure of non-cash investing and financing activities:

    

Outstanding payments for purchase of property and equipment at period end

     331       462  

Outstanding payments for capitalized software development costs at period end

     513       322  


RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES

(in thousands, except share amounts and share counts)

(unaudited)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2021     2020     2021     2020  

Non-GAAP Gross Profit:

        

Gross profit

   $ 83,423     $ 78,619     $ 233,680     $ 248,882  

Adjustments

        

Depreciation

     759       1,338       2,771       4,280  

Amortization of software development costs

     15,508       15,154       45,737       43,533  

Intangible asset amortization

     —         111       180       326  

Stock-based compensation expense

     456       157       950       466  

Restructuring expense

     9       (98     11       1,240  

Cost related to acquisitions

     11       1       11       19  

Other items

     —         —         (994     41  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP gross profit

   $ 100,166     $ 95,282     $ 282,346     $ 298,787  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Margin:

        

Revenue

   $ 134,058     $ 118,507     $ 374,159     $ 383,216  

Gross margin

     62.2     66.3     62.5     64.9

Non-GAAP gross margin

     74.7     80.4     75.5     78.0

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2021     2020     2021     2020  

Non-GAAP Sales & Marketing Expenses:

        

Sales & marketing

   $ 37,161     $ 29,004     $ 99,069     $ 99,543  

Adjustments

        

Depreciation

     (283     (636     (1,132     (2,080

Stock-based compensation expense

     (2,578     (1,397     (5,371     (4,162

Restructuring expense

     (41     107       (72     (830

Cost related to acquisitions

     (52     (40     (117     (194

Other items

     1       (151     380       (151
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP sales & marketing expenses

   $ 34,208     $ 26,887     $ 92,757     $ 92,126  
  

 

 

   

 

 

   

 

 

   

 

 

 

Sales & Marketing Expenses as a Percent of Revenue:

        

Revenue

   $ 134,058     $ 118,507     $ 374,159     $ 383,216  

Sales & marketing expenses

     27.7     24.5     26.5     26.0

Non-GAAP sales & marketing expenses

     25.5     22.7     24.8     24.0


     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2021     2020     2021     2020  

Non-GAAP Research & Development Expenses:

        

Research & development

   $ 25,685     $ 20,970     $ 72,016     $ 68,992  

Adjustments

        

Depreciation

     (409     (714     (1,431     (2,163

Stock-based compensation expense

     (2,183     (1,125     (4,321     (3,377

Restructuring expense

     (52     30       (67     (832

Cost related to acquisitions

     —         (18     (9     (234

Other items

     —         —         3,366       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP Research & development expenses

   $ 23,041     $ 19,143     $ 69,554     $ 62,386  
  

 

 

   

 

 

   

 

 

   

 

 

 

Research & Development Expenses as a Percent of Revenue:

        

Revenue

   $ 134,058     $ 118,507     $ 374,159     $ 383,216  

Research & development expenses

     19.2     17.7     19.2     18.0

Non-GAAP research & development expenses

     17.2     16.2     18.6     16.3

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2021     2020     2021     2020  

Non-GAAP General & Administrative Expenses:

        

General & administrative

   $ 25,359     $ 20,243     $ 63,711     $ 63,881  

Adjustments

        

Depreciation

     (1,041     (1,010     (3,143     (3,443

Stock-based compensation expense

     (3,170     (2,200     (6,169     (6,552

Restructuring expense

     (1,109     (2,868     (1,627     (3,666

Cost related to acquisitions

     4       (54     (1,107     (342

Other items

     (548     (1,013     (2,485     (4,251
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-GAAP general & administrative expenses

   $ 19,495     $ 13,098     $ 49,180     $ 45,627  
  

 

 

   

 

 

   

 

 

   

 

 

 

General & Administrative Expenses as a Percent of Revenue:

        

Revenue

   $ 134,058     $ 118,507     $ 374,159     $ 383,216  

General & administrative expenses

     18.9     17.1     17.0     16.7

Non-GAAP general & administrative expenses

     14.5     11.1     13.1     11.9


     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2021     2020     2021     2020  

Adjusted EBITDA:

        

Net loss

   $ (26,126   $ (14,375   $ (64,536   $ (67,082

Adjustments

        

Interest expense

     7,546       8,151       22,717       27,695  

Amortization of deferred financing costs and debt discount

     938       948       2,823       2,852  

Loss on divestitures, net

     —         —         —         9,634  

Other income, net

     (1,864     (461     (6,135     (1,919

Provision for income taxes

     1,968       648       5,294       4,870  

Depreciation

     2,493       3,698       8,478       11,966  

Amortization of software development costs

     15,508       15,266       45,917       43,860  

Intangible asset amortization

     12,757       13,491       38,721       40,416  

Stock-based compensation expense

     8,387       4,879       16,811       14,557  

Restructuring expense

     1,212       2,634       1,777       6,568  

Cost related to acquisitions

     60       112       1,245       788  

Other items

     544       1,162       (2,256     4,441  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 23,423     $ 36,153     $ 70,856     $ 98,646  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA Margin:

        

Revenue

   $ 134,058     $ 118,507     $ 374,159     $ 383,216  

Net loss margin

     (19.5 )%      (12.1 )%      (17.2 )%      (17.5 )% 

Adjusted EBITDA margin

     17.5     30.5     18.9     25.7

Contacts

Investor Relations

April Scee, ICR

April.Scee@icrinc.com

(646) 277-1219

Media Relations

Erica Stoltenberg

estoltenberg@cvent.com

(571) 378-6240