EX-99.2 4 a8-kaexhibit992.htm UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit


Exhibit 99.2
PlanGrid, Inc. and Subsidiaries

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


 
Page(s)
Condensed Consolidated Balance Sheets (Unaudited)
Condensed Consolidated Statements of Operations (Unaudited)
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Deficit (Unaudited)
Condensed Consolidated Statements of Cash Flows (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited)


1



PlanGrid, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet
(Unaudited)

(in thousands)
October 31, 2018
 
January 31, 2018
Assets
 
 
 
Current Assets:
 
 
 
Cash and Cash equivalents
$
11,979

 
$
11,676

Accounts receivable, net
9,429

 
6,222

Prepaid expenses and other current assets
2,680

 
3,305

Marketable securities, short-term
18,860

 
22,368

Total current assets
42,947

 
43,571

Property, equipment and software, net
3,746

 
2,801

Marketable securities, long-term

 
1,783

Other assets
517

 
517

Total assets
$
47,210

 
$
48,672

Liabilities, Redeemable Preferred Stock, and Stockholders' Deficit
 
 
 
Current liabilities:
 
 
 
Accounts payable, accrued expenses, and other current liabilities
$
5,580

 
$
5,571

Deferred revenue, short-term
36,204

 
27,683

Total current liabilities
41,785

 
33,254

Deferred revenue, long-term
330

 
405

Other liabilities
68

 
186

Total liabilities
42,183

 
33,845

Redeemable Convertible Preferred Stock
81,740

 
81,714

Stockholders' deficit:
 
 
 
Common stock

 

Additional paid-in-capital
9,213

 
6,339

Accumulated deficit
(85,921
)
 
(73,194
)
Accumulated other comprehensive loss
(5
)
 
(32
)
Total stockholders' deficit
(76,713
)
 
(66,887
)
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit
$
47,210

 
$
48,672


The accompanying notes are an integral part of these condensed consolidated financial statements.


2



PlanGrid, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Nine Months Ended October 31, 2018 and 2017
(Unaudited)

 
2018
 
2017
(in thousands)
 
 
 
Revenues
$
52,365

 
$
33,712

Cost of revenues
6,689

 
4,578

Gross profit
45,676

 
29,134

Operating expenses:
 
 
 
Research and development
16,120

 
13,826

Sales and marketing
33,242

 
25,048

General and administrative
9,219

 
5,601

Total operating expenses
58,581

 
44,475

Loss from operations
(12,905
)
 
(15,341
)
Other income, net
316

 
242

Loss before provision for income taxes
(12,589
)
 
(15,098
)
Provision for income taxes
(138
)
 
(58
)
Net loss
$
(12,727
)
 
$
(15,157
)

The accompanying notes are an integral part of these condensed consolidated financial statements.


3



PlanGrid, Inc and Subsidiaries
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and
Stockholders’ Deficit
(Unaudited)
(in thousands, except share and per share amounts)
 
Redeemable
Convertible Preferred Stock 
 
Common Stock 
 
Additional
Paid-in
Capital 
 
Accumulated
Deficit 
 
Accumulated
Other Comprehensive Loss
 
Total
Stockholders’
Deficit
 
Series A
 
Series B
 
Series AA
 
 
 
 
 
 
Shares 
 
Amount 
 
Shares 
 
Amount 
 
Shares 
 
Amount 
 
Shares 
 
Amount 
 
Balance as of January 31, 2018
 
13,103,073
 
$
30,053

 
7,043,939

 
$
49,883

 
4,450,578

 
$
1,778

 
26,458,836

 
$

 
$
6,339

 
$
(73,194
)
 
$
(32
)
 
$
(66,887
)
Accretion of debt issuance costs on redeemable convertible preferred stock
 

 
8

 

 
18

 

 

 

 

 
(27
)
 

 

 
(27
)
Issuance of common stock for cash upon exercise of stock options
 

 
 

 

 

 

 
779,339

 

 
1,047

 

 

 
1,047

Share-based compensation, related to employee share-based awards
 

 
 

 

 

 

 

 

 
1,854

 

 

 
1,854

Other comprehensive loss
 

 
 

 

 

 

 

 

 

 

 
27

 
27

Net Loss
 

 
 

 

 

 

 

 

 

 
(12,727
)
 

 
(12,727
)
Balance as of October 31, 2018
 
13,103,073

 
$
30,061

 
7,043,939

 
$
49,901

 
4,450,578

 
$
1,778

 
27,238,175

 
$

 
$
9,213

 
$
(85,921
)
 
$
(5
)
 
$
(76,713
)

(in thousands, except share and per share amounts)
 
Contingently Redeemable
Convertible Preferred Stock 
 
Convertible Preferred Stock
 
Common Stock 
 
Additional
Paid-in
Capital 
 
Accumulated
Deficit 
 
Accumulated
Other Comprehensive Loss
 
Total
Stockholders’
Deficit
 
Series A
 
Series B
 
Series AA
 
 
 
 
 
 
Shares 
 
Amount 
 
Shares 
 
Amount 
 
Shares 
 
Amount 
 
Shares 
 
Amount 
 
Balance as of January 31, 2017
 
13,103,073
 
$
30,042

 
6,075,397

 
$
43,009

 
4,450,578

 
$
1,778

 
26,048,016

 
$

 
$
3,688

 
$
(53,451
)
 
$
(30
)
 
$
(48,015
)
Issuance of contingently redeemable convertible preferred stock, net
 

 

 
968,542

 
6,852

 

 

 

 

 

 

 

 

Common stock buyback
 

 
 

 

 

 

 
(11,487
)
 

 

 

 

 

Exercise of stock options
 

 
 

 

 

 

 
284,851

 

 
503

 

 

 
503

Share-based compensation, related to employee share-based awards
 

 
 

 

 

 

 

 

 
1,558

 

 

 
1,558

Other comprehensive loss
 

 
 

 

 

 

 

 

 

 

 
9

 
9

Net Loss
 

 
 

 

 

 

 

 

 

 
(15,157
)
 

 
(15,157
)
Balance as of October 31, 2017
 
13,103,073

 
$
30,042

 
7,043,939

 
$
49,861

 
4,450,578

 
$
1,778

 
26,321,380

 
$

 
$
5,749

 
$
(68,608
)
 
$
(21
)
 
$
(61,102
)

The accompanying notes are an integral part of these condensed consolidated financial statements.


4



PlanGrid, Inc and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Nine Months October 31, 2018 and 2017
(Unaudited)
(in thousands)
2018
 
2017
Cash flows from operating activities
 
 
 
Net loss
$
(12,727
)
 
$
(15,157
)
Adjustments to reconcile net loss to net cash used in operating activities
 
 
 
Depreciation and amortization
1,144

 
575

Stock-based compensation expense
1,800

 
1,531

Amortization of premium/discount on investments

 
(13
)
Amortization of debt issuance costs
12

 
3

Changes in operating assets and liabilities
 
 
 
Accounts receivable, net
(3,227
)
 
(1,904
)
Prepaid expenses and other current assets
466

 
(146
)
Accounts payable, accrued expenses and other current liabilities
(137
)
 
(11
)
Deferred revenues
8,446

 
6,839

Other liabilities
(5
)
 

Net cash used in operating activities
(4,228
)
 
(8,283
)
Cash flows from investing activities
 
 
 
Purchases of property, equipment, and software
(430
)
 
(563
)
Capitalized software development costs
(1,570
)
 
(1,268
)
Sales and maturities of marketable securities
29,000

 
21,564

Purchases of marketable securities
(23,515
)
 
(22,848
)
Net cash provided by (used in) investing activities
3,484

 
(3,116
)
Cash flows from financing activities
 
 
 
Net proceeds from issuance of preferred stock

 
6,852

Proceeds from exercise of stock options
1,047

 
503

Cash paid for debt issuance costs

 
(18
)
Net cash provided by financing activities
1,047

 
7,338

Change in cash and cash equivalents
303

 
(4,061
)
Cash and cash equivalents, beginning of period
11,676

 
13,902

Cash and cash equivalents, end of period
$
11,979

 
$
9,841

Supplemental disclosures of cash flow information
 
 
 
Property, equipment, and software accrued but not yet paid
$
84

 
$
54

Stock-based compensation expense capitalized for internal-use software
$
54

 
$
27


The accompanying notes are an integral part of these consolidated financial statements.


5



PlanGrid, Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)

1.
Description of Business

PlanGrid, Inc. (the "Company") is a provider of cloud-based field management solutions for the construction industry. The Company's key product is a Software-as-a-Service ("SaaS") solution with various features for contractors, engineers, and other stakeholders in the construction process. The solution features include the capability to compare blueprint sheets, take measurements, create permissions, and assign tasks, upload photos and attachments, and reference industry-specific documents such as Requests for Information (RFIs), specs, submittals, field reports, etc. The Company's SaaS solutions are available at various pricing levels based on the number of sheets or users. The Company sells its service offerings directly to end-customers through its website, mobile applications, and sales personnel. The Company's SaaS solution is available for customers to access online as well as via mobile platforms (Windows, iOS, and Android).

The Company incorporated in Delaware in 2011 and is headquartered in San Francisco, California. The Company has wholly owned subsidiaries in Canada, Australia, the United Kingdom, and Hong Kong, which commenced operations in February 2016, August 2016, September 2016, and January 2018, respectively.

2.
Basis of Presentation and Recently Issued Accounting Standards

The condensed consolidated financial statements are not audited but in the opinion of management reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair statement of the results of the periods presented. Certain information and disclosures normally included in audited financial statements have been omitted in these condensed consolidated financial statements. Because the condensed consolidated financial statements do not include all of the information and disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the audited financial statements and notes. The results for the nine months ended October 31, 2018 and 2017 are not necessarily indicative of a full fiscal year’s results.

Recently Issued Accounting Pronouncements Not Yet Adopted

In May 2014. the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09. Revenue from Contracts with Customers (Topic 606) (ASU 2014-09) and has modified the standard thereafter. These standards replace existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and expanded disclosure requirements. ASU 2014-09, as amended, becomes effective for the Company on February I , 2019: however, early adoption is permitted. The standard permits the use of either the retrospective or modified retrospective transition method. Under the retrospective transition method, the standard applies to contracts in all reporting periods presented. Under the modified retrospective transition method, the standard applies only to contracts still open as of February I , 2019, recognizing in beginning retained earnings an adjustment for the cumulative effect of the change and providing additional disclosures comparing results to previous rules. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02 (Topic 842), Leases (ASU 2016-02), which supersedes the guidance in topic ASC 840, Leases. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASU 2016-02 is effective for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020: however, early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements.

3.
Revolving Credit Agreement

In September 2017, the Company entered into a two-year revolving credit agreement which provides for a $15.0 million revolving loan facility (the “revolving credit facility”). Borrowings under the revolving credit facility bear interest at an annual rate based on prime rate plus a spread of 0.25%. The Company was in compliance with the covenants of the revolving credit facility as of October 31, 2018 and had total available borrowing capacity on this date of $15.0 million.

6






4.
Commitments and Contingencies

The Company leases office space in San Francisco under a noncanceable operating lease that expires fiscal 2021, with a renewal option for a period of three years. Rent expense for the nine-month periods ended October 31, 2018 and 2017 was $1.2 million and $1.2 million, respectively. Future minimum lease payments under noncanceable operating leases as of October 31, 2018 was $2.4 million.

In May 2018, the Company entered into an agreement with Amazon Web Services, committing to pay $2.4 million over the course of a one-year period for hosting services. The service period is from June 1, 2018 until May 31, 2019.

From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no such matters as of October 31, 2018.

5.
Stockholders' Deficit

Common Stock
The Company was authorized to issue 67,000,000 shares of $0.00001 par value common stock as of both October 31, 2018 and 2017. As of October 31, 2018 and 2017, the Company had 27,238,175 and 26,321,380 shares of common stock issued and outstanding, respectively.

Redeemable Convertible Preferred Stock
The following table summarizes convertible preferred stock authorized and issued and outstanding as of October 31, 2018:

(In thousands, except per share data)
Shares Authorized
 
Shares Issued and
Outstanding
 
Net Proceeds
 
Aggregate Liquidation Preference
Series A
13,103,073
 
13,103,073
 
$
29,975

 
$
30,065

Series AA
4,450,578
 
4,450,578
 
1,574

 
1,597

Series B
7,043,940
 
7,043,939
 
49,814

 
50,000

 
24,597,591
 
24,597,590
 
$
81,363

 
$
81,662



7



Equity Incentive Plan
In 2012, the Company adopted an Equity Incentive Plan (the Plan) pursuant to which the Company’s board of directors may grant stock options and restricted stock to officers, key employees, and consultants. The Company was authorized to issue up to 14,362,461 and 12,612,461 shares under the Plan as of October 31, 2018 and 2017, respectively. The exercise price for incentive stock options and nonqualified options may not be less than 100% and 85%, respectively, of the fair value of the Company’s common stock at the grant date. Options granted are exercisable over a maximum term of 10 years from the date of the grant and generally vest over a period of 4 years, where 25% vest on the first anniversary and monthly vesting thereafter. Vested but unexercised options expire three months after termination of employment with the Company.

Shares available for future issuance under the Plan are as follows:

Available as of January 31, 2017
649,047

Additional shares authorized
2,243,086

Stock option grants
(3,053,970
)
Cancellations
1,032,670

Available as of October 31, 2017
870,833

 
 
Available as of January 31, 2018
1,671,553

Additional shares authorized
1,750,000

Stock option grants
(3,727,214
)
Cancellations
1,367,647

Available as of October 31, 2018
1,061,986


Data pertaining to stock option activity under the plans was as follows:

 
Number of Options

Weighted Average Exercise Price
Weighted Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in thousands)
Outstanding at January 31, 2017
8,215,663

$
1.73

8.86

$
4,522

Granted
3,053,970

2.23

 
 
Exercised
(284,851
)
1.77

 
 
Canceled or expired
(1,032,670
)
2.08

 
 
Outstanding at October 31, 2017
9,952,112

$
1.84

8.53

$
3,847

Options vested and expected to vest as of October 31, 2017
8,981,271

$
1.81

8.46

$
3,744

Options exercisable as of October 31, 2017
3,589,557

$
1.49

7.8

$
2,670



 
Number of Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term
(in years)
Aggregate Intrinsic Value
(in thousands)
Outstanding at January 31, 2018
9,025,423

$
1.83

8.3

$
3,570

Granted
3,727,214

2.39

 
 
Exercised
(779,339
)
1.34

 
 
Canceled or expired
(1,367,647
)
2.07

 
 
Outstanding at October 31, 2018
10,605,651

$
2.03

8.25

$
13,966

Options vested and expected to vest as of October 31, 2018
9,608,930

$
2.00

8.14

$
12,962

Options exercisable as of October 31, 2018
4,585,975

$
1.69

7.23

$
7,599



8



The following table summarizes information about stock options outstanding under the option plan as of October 31, 2018:
 
Options Outstanding
 
 
 
Options Exercisable
Exercise Price
Number of Options Outstanding
 
Weighted Average Remaining Contractual Life
(in years)
 
Weighted Average Exercise Price
 
Number of Options
 
Weighted Average Exercise Price
$
0.12

63,000

 
5.21

 
$
0.12

 
63,000

 
$
0.12

$
0.82

729,161

 
5.97

 
$
0.82

 
729,161

 
$
0.82

$
0.85

659,175

 
6.23

 
$
0.85

 
621,018

 
$
0.85

$
0.9

302,823

 
6.54

 
$
0.90

 
257,207

 
$
0.90

$
0.92

171,087

 
6.91

 
$
0.92

 
140,565

 
$
0.92

$
2.03

646,102

 
7.96

 
$
2.03

 
338,120

 
$
2.03

$
2.17

814,575

 
9.04

 
$
2.17

 
170,822

 
$
2.17

$
2.22

2,951,794

 
9.56

 
$
2.22

 
80,617

 
$
2.22

$
2.24

1,703,716

 
8.50

 
$
2.24

 
709,227

 
$
2.24

$
2.33

2,030,906

 
7.37

 
$
2.33

 
1,470,651

 
$
2.33

$
3.35

533,312

 
9.85

 
$
3.35

 
5,587

 
$
3.35

 
10,605,651

 
 
 
 
 
4,585,975

 
 

Stock-Based Compensation
Total stock-based compensation expense was as follows (in thousands):

 
Nine Months Ended October 31,
 
2018
 
2017
Cost of revenues
$
33

 
$
22

Research and development
490

 
451

Sales and marketing
801

 
716

General and administrative
530

 
369

 
$
1,854

 
$
1,558


The range of assumptions used as inputs into the BSM option pricing model are provided in the following table:

 
Nine Months Ended October 31,
 
2018
 
2017
Fair value of common stock
$ 2.22 - $ 3.35
 
$ 2.17 - $ 2.24
Expected volatility
49.90% - 52.16%
 
52.70% - 54.37%
Expected dividend yield
—%
 
—%
Risk-free rate
2.77% - 3.01%
 
1.85% - 2.01%
Expected term (in years)
5.57 - 6.75
 
5.74 - 6.82

6.
Subsequent events

The Company's management has evaluated subsequent events through February 25, 2019, which is the date the financial statements were available to be issued.

In December 2018, the Company terminated this revolving credit facility and paid a $75,000 termination fee. There were no amounts outstanding under the revolving credit facility as of the termination date.
On December 19, 2018, the Company was acquired by Autodesk, Inc. for preliminary purchase consideration of approximately $777.6 million paid in exchange for all of the outstanding equity interests of PlanGrid, consisting of cash

9



payments to holders of PlanGrid common and preferred stock, and vested stock options; the issuance of replacement awards in exchange for PlanGrid partially vested stock options and partially vested RSUs.


10