UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 2.02 | Results of Operations and Financial Condition |
Set forth below is certain financial information relating to Cvent Holding Corp.’s (“Cvent”) consolidated statements of operations and non-GAAP metrics for each quarter during the fiscal year 2020 and the three months ended March 31 and June 30, 2021.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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.
Non-GAAP Financial Measures
Below we disclose the following non-GAAP financial measures: Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Cvent’s financial condition and results of operations. We use these non-GAAP measures for financial, operational and budgetary decision-making purposes, and to compare our performance to that of prior periods for trend analyses. We believe that these non-GAAP financial measures provide useful information regarding past financial performance and future prospects, and permit us to more thoroughly analyze key financial metrics used to make operational decisions. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.
We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures, which are included in this press release, and not to rely on any single financial measure to evaluate our business
Cvent excludes one or more of the following items from these non-GAAP financial measures:
Interest expense. Cvent excludes this expense from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Other income, net. Cvent excludes this item, which is comprised primarily of foreign exchange gains/(losses) and state tax settlements, from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Provision for income taxes. Cvent excludes this item from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Amortization of deferred financing costs and debt discount. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Intangible asset amortization. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit and Adjusted EBITDA.
Amortization of software development costs. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit and Adjusted EBITDA.
Stock-based compensation expense. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
Cost related to acquisitions. Cost related to acquisitions is comprised of the value of contingent payments included in compensation expense which relate to the potential cash payment to certain employees of acquired companies whose right to receive such payment is forfeited if they terminate their employment prior to the required service period. As the contingent payments are subject to continued employment, GAAP requires that these payments be accounted for as compensation expense and such expense is subject to revaluation. Additionally, cost related to acquisitions includes expenses related to performing due diligence, valuation, earnouts or other acquisition-related activities. Cvent excludes these expenses primarily because they are not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
Loss on divestitures. Cvent excludes this expense, which is comprised of the loss on the divestiture of Kapow Events in June 2020, primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Restructuring expenses. Cvent excludes this expense, which is comprised of expenses associated with severance to terminated employees of acquired entities, retention bonuses to employees retained from acquired entities, the global reduction in force that took place in May 2020 in response to the global COVID-19 pandemic, costs to discontinue use of a back-office system and closing of certain office spaces, primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
Other items. Cvent excludes this item, which is comprised of certain expenses associated with litigation, private equity management fees, and credit facility fees, and the net of the gain from government subsidies related to the global COVID- 19 pandemic, primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(unaudited)
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | |||||||||||||||||||
| 2020 | 2020 | 2020 | 2020 | 2021 | 2021 | |||||||||||||||||||
| Revenue |
$ | 139,550 | $ | 125,158 | $ | 118,507 | $ | 115,485 | $ | 117,287 | $ | 122,814 | ||||||||||||
| Cost of revenue |
51,961 | 42,485 | 39,888 | 41,916 | 43,845 | 45,999 | ||||||||||||||||||
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| Gross profit |
87,589 | 82,673 | 78,619 | 73,569 | 73,442 | 76,815 | ||||||||||||||||||
| Operating expenses: |
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| Sales and marketing |
38,065 | 32,474 | 29,004 | 28,845 | 28,837 | 33,070 | ||||||||||||||||||
| Research and development |
25,146 | 22,875 | 20,970 | 18,875 | 21,674 | 24,657 | ||||||||||||||||||
| General and administrative |
23,192 | 20,446 | 20,243 | 16,683 | 16,754 | 21,600 | ||||||||||||||||||
| Intangible asset amortization, exclusive of amounts included in cost of revenue |
13,457 | 13,468 | 13,491 | 13,428 | 13,035 | 12,929 | ||||||||||||||||||
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| Total operating expenses |
99,860 | 89,263 | 83,708 | 77,831 | 80,300 | 92,256 | ||||||||||||||||||
| Loss from operations |
(12,271 | ) | (6,590 | ) | (5,089 | ) | (4,262 | ) | (6,858 | ) | (15,441 | ) | ||||||||||||
| Interest expense |
(10,716 | ) | (8,828 | ) | (8,151 | ) | (7,862 | ) | (7,533 | ) | (7,638 | ) | ||||||||||||
| Amortization of deferred financing costs and debt discount |
(953 | ) | (951 | ) | (948 | ) | (946 | ) | (943 | ) | (941 | ) | ||||||||||||
| Loss on divestitures |
— | (9,634 | ) | — | — | — | — | |||||||||||||||||
| Other income, net |
1,437 | 20 | 461 | (585 | ) | 273 | 3,998 | |||||||||||||||||
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| Loss before income taxes |
(22,503 | ) | (25,983 | ) | (13,727 | ) | (13,655 | ) | (15,061 | ) | (20,022 | ) | ||||||||||||
| Provision for income taxes |
2,204 | 2,018 | 648 | 2,995 | 1,500 | 1,825 | ||||||||||||||||||
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| Net loss |
$ | (24,707 | ) | $ | (28,001 | ) | $ | (14,375 | ) | $ | (16,650 | ) | $ | (16,561 | ) | $ | (21,847 | ) | ||||||
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RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
(in thousands)
(unaudited)
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | |||||||||||||||||||
| 2020 | 2020 | 2020 | 2020 | 2021 | 2021 | |||||||||||||||||||
| Gross Profit |
$ | 87,589 | $ | 82,673 | $ | 78,619 | $ | 73,569 | $ | 73,442 | $ | 76,815 | ||||||||||||
| Adjustments |
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| Depreciation |
1,528 | 1,414 | 1,338 | 1,225 | 1,046 | 966 | ||||||||||||||||||
| Amortization of software development costs |
14,149 | 14,230 | 15,154 | 14,632 | 15,080 | 15,149 | ||||||||||||||||||
| Intangible asset amortization |
109 | 106 | 111 | 114 | 115 | 65 | ||||||||||||||||||
| Stock-based compensation expense |
155 | 155 | 157 | (37 | ) | 59 | 435 | |||||||||||||||||
| Restructuring expense |
1 | 1,337 | (98 | ) | 191 | — | 2 | |||||||||||||||||
| Cost related to acquisitions |
13 | 5 | 1 | — | — | — | ||||||||||||||||||
| Other items |
41 | — | — | (682 | ) | (853 | ) | (141 | ) | |||||||||||||||
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| Non-GAAP Gross Profit |
$ | 103,585 | $ | 99,920 | $ | 95,282 | $ | 89,012 | $ | 88,889 | $ | 93,291 | ||||||||||||
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| Gross Margin: |
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| Revenue |
$ | 139,550 | $ | 125,158 | $ | 118,507 | $ | 115,485 | $ | 117,287 | $ | 122,814 | ||||||||||||
| Gross Margin |
62.8 | % | 66.1 | % | 66.3 | % | 63.7 | % | 62.6 | % | 62.5 | % | ||||||||||||
| Non-GAAP Gross Margin |
74.2 | % | 79.8 | % | 80.4 | % | 77.1 | % | 75.8 | % | 76.0 | % | ||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | |||||||||||||||||||
| 2020 | 2020 | 2020 | 2020 | 2021 | 2021 | |||||||||||||||||||
| Sales and marketing |
$ | 38,065 | $ | 32,474 | $ | 29,004 | $ | 28,845 | $ | 28,837 | $ | 33,070 | ||||||||||||
| Adjustments |
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| Depreciation |
(743 | ) | (701 | ) | (636 | ) | (694 | ) | (445 | ) | (404 | ) | ||||||||||||
| Stock-based compensation expense |
(1,382 | ) | (1,382 | ) | (1,397 | ) | (1,038 | ) | (335 | ) | (2,458 | ) | ||||||||||||
| Restructuring expense |
(22 | ) | (915 | ) | 107 | (211 | ) | (24 | ) | (7 | ) | |||||||||||||
| Cost related to acquisitions |
(111 | ) | (43 | ) | (40 | ) | (36 | ) | (35 | ) | (30 | ) | ||||||||||||
| Other items |
— | — | (151 | ) | 478 | 290 | 90 | |||||||||||||||||
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| Non-GAAP Sales and Marketing Expenses |
$ | 35,807 | $ | 29,433 | $ | 26,887 | $ | 27,344 | $ | 28,288 | $ | 30,261 | ||||||||||||
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| Sales and Marketing Expenses as a Percent of Revenue: |
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| Revenue |
$ | 139,550 | $ | 125,158 | $ | 118,507 | $ | 115,485 | $ | 117,287 | $ | 122,814 | ||||||||||||
| Sales and Marketing Expenses |
27.3 | % | 25.9 | % | 24.5 | % | 25.0 | % | 24.6 | % | 26.9 | % | ||||||||||||
| Non-GAAP Sales and Marketing Expenses |
25.7 | % | 23.5 | % | 22.7 | % | 23.7 | % | 24.1 | % | 24.6 | % | ||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | |||||||||||||||||||
| 2020 | 2020 | 2020 | 2020 | 2021 | 2021 | |||||||||||||||||||
| Research and Development |
$ | 25,146 | $ | 22,875 | $ | 20,970 | $ | 18,875 | $ | 21,674 | $ | 24,657 | ||||||||||||
| Adjustments |
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| Depreciation |
(730 | ) | (719 | ) | (714 | ) | (743 | ) | (516 | ) | (506 | ) | ||||||||||||
| Stock-based compensation expense |
(1,134 | ) | (1,118 | ) | (1,125 | ) | (763 | ) | (141 | ) | (1,997 | ) | ||||||||||||
| Restructuring expense |
(36 | ) | (826 | ) | 30 | (151 | ) | 18 | (33 | ) | ||||||||||||||
| Cost related to acquisitions |
(135 | ) | (81 | ) | (18 | ) | (14 | ) | (6 | ) | (3 | ) | ||||||||||||
| Other items |
— | — | — | 1,421 | 2,711 | 655 | ||||||||||||||||||
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| Non-GAAP Research and Development Expenses |
$ | 23,111 | $ | 20,131 | $ | 19,143 | $ | 18,625 | $ | 23,740 | $ | 22,773 | ||||||||||||
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| Research and Development Expenses as a Percent of Revenue: |
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| Revenue |
$ | 139,550 | $ | 125,158 | $ | 118,507 | $ | 115,485 | $ | 117,287 | $ | 122,814 | ||||||||||||
| Research and Development Expenses |
18.0 | % | 18.3 | % | 17.7 | % | 16.3 | % | 18.5 | % | 20.1 | % | ||||||||||||
| Non-GAAP Research and Development Expenses |
16.6 | % | 16.1 | % | 16.2 | % | 16.1 | % | 20.2 | % | 18.5 | % | ||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | |||||||||||||||||||
| 2020 | 2020 | 2020 | 2020 | 2021 | 2021 | |||||||||||||||||||
| General and Administrative |
$ | 23,192 | $ | 20,446 | $ | 20,243 | $ | 16,683 | $ | 16,754 | $ | 21,600 | ||||||||||||
| Adjustments |
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| Depreciation |
(1,250 | ) | (1,183 | ) | (1,010 | ) | (513 | ) | (1,077 | ) | (1,025 | ) | ||||||||||||
| Stock-based compensation expense |
(2,176 | ) | (2,176 | ) | (2,200 | ) | (1,374 | ) | (73 | ) | (2,925 | ) | ||||||||||||
| Restructuring expense |
(90 | ) | (708 | ) | (2,868 | ) | (280 | ) | (248 | ) | (270 | ) | ||||||||||||
| Cost related to acquisitions |
(235 | ) | (53 | ) | (54 | ) | (39 | ) | (381 | ) | (731 | ) | ||||||||||||
| Other items |
(1,000 | ) | (2,238 | ) | (1,013 | ) | (1,992 | ) | (763 | ) | (1,175 | ) | ||||||||||||
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| Non-GAAP General and Administrative Expenses |
$ | 18,441 | $ | 14,088 | $ | 13,098 | $ | 12,485 | $ | 14,212 | $ | 15,474 | ||||||||||||
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| General and Administrative Expenses as a Percent of Revenue: |
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| Revenue |
$ | 139,550 | $ | 125,158 | $ | 118,507 | $ | 115,485 | $ | 117,287 | $ | 122,814 | ||||||||||||
| General and Administrative Expenses |
16.6 | % | 16.3 | % | 17.1 | % | 14.4 | % | 14.3 | % | 17.6 | % | ||||||||||||
| Non-GAAP General and Administrative Expenses |
13.2 | % | 11.3 | % | 11.1 | % | 10.8 | % | 12.1 | % | 12.6 | % | ||||||||||||
| Three Months Ended | ||||||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | |||||||||||||||||||
| 2020 | 2020 | 2020 | 2020 | 2021 | 2021 | |||||||||||||||||||
| Adjusted EBITDA: |
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| Net loss |
$ | (24,707 | ) | $ | (28,001 | ) | $ | (14,375 | ) | $ | (16,650 | ) | $ | (16,561 | ) | $ | (21,847 | ) | ||||||
| Adjustments |
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| Interest expense |
10,716 | 8,828 | 8,151 | 7,862 | 7,533 | 7,638 | ||||||||||||||||||
| Amortization of deferred financing costs and debt discount |
953 | 951 | 948 | 946 | 943 | 941 | ||||||||||||||||||
| Loss on divestitures, net |
— | 9,634 | — | — | — | — | ||||||||||||||||||
| Other income, net |
(1,437 | ) | (20 | ) | (461 | ) | 585 | (273 | ) | (3,998 | ) | |||||||||||||
| Provision for income taxes |
2,204 | 2,018 | 648 | 2,995 | 1,500 | 1,825 | ||||||||||||||||||
| Depreciation |
4,251 | 4,017 | 3,698 | 3,175 | 3,084 | 2,901 | ||||||||||||||||||
| Amortization of software development costs |
14,258 | 14,336 | 15,266 | 14,746 | 15,195 | 15,214 | ||||||||||||||||||
| Intangible asset amortization |
13,457 | 13,468 | 13,491 | 13,428 | 13,035 | 12,929 | ||||||||||||||||||
| Stock-based compensation expense |
4,847 | 4,831 | 4,879 | 3,138 | 608 | 7,815 | ||||||||||||||||||
| Restructuring expense |
149 | 3,784 | 2,634 | 833 | 254 | 312 | ||||||||||||||||||
| Cost related to acquisitions |
494 | 182 | 112 | 89 | 422 | 764 | ||||||||||||||||||
| Other items |
1,041 | 2,238 | 1,162 | (588 | ) | (3,091 | ) | 289 | ||||||||||||||||
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| Adjusted EBITDA |
$ | 26,226 | $ | 36,266 | $ | 36,153 | $ | 30,559 | $ | 22,649 | $ | 24,783 | ||||||||||||
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| Adjusted EBITDA Margin: |
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| Revenue |
$ | 139,550 | $ | 125,158 | $ | 118,507 | $ | 115,485 | $ | 117,287 | $ | 122,814 | ||||||||||||
| Net loss margin |
-17.7 | % | -22.4 | % | -12.1 | % | -14.4 | % | -14.1 | % | -17.8 | % | ||||||||||||
| Adjusted EBITDA margin |
18.8 | % | 29.0 | % | 30.5 | % | 26.5 | % | 19.3 | % | 20.2 | % | ||||||||||||
SIGNATURE
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 hereunto duly authorized.
Dated: December 22, 2021
| CVENT HOLDING CORP | ||
| By: | /s/ William J. Newman III | |
| William J. Newman, III | ||
| SVP, Chief Financial Office | ||