UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2020
or
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission File Number: 001-38664
SVMK Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
80-0765058 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
One Curiosity Way
San Mateo, California, 94403
(650) 543-8400
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value |
SVMK |
The Nasdaq Stock Market LLC (The Nasdaq Global Select Market) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ |
|
Accelerated filer ☐ |
Non-accelerated filer ☐ |
|
Smaller reporting company ☐ |
|
|
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of registrant’s common stock outstanding as of May 1, 2020 was: 138,069,849.
SVMK Inc.
Quarterly Report on Form 10-Q
For the quarterly period ended March 31, 2020
TABLE OF CONTENTS
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Item 1. |
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4 |
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5 |
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6 |
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7 |
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8 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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22 |
Item 3. |
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34 |
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Item 4. |
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35 |
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Item 1. |
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36 |
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Item 1A. |
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36 |
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Item 2. |
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67 |
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Item 6. |
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68 |
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1
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:
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our ability to attract new users or convert registered users to paying users; |
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• |
our ability to retain paying users; |
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our ability to convert organizations to SurveyMonkey Enterprise customers; |
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our ability to maintain and improve our products, including our enterprise-grade product offering through our recent acquisitions; |
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our ability to upsell and cross-sell within our existing customer and user base; |
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our future financial performance, including trends in revenue, costs of revenue, gross profit or gross margin, operating expenses, capital expenditures and paying users; |
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possible harm caused by significant disruption of service or loss or unauthorized access to users’ data; |
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our expectations regarding the potential impacts on our business of the outbreak of the novel coronavirus (COVID-19); |
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our ability to prevent serious errors or defects in our products; |
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our ability to respond to rapid technological changes; |
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our ability to compete successfully; |
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our ability to protect our brand; |
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the demand for our survey platform or for survey software solutions in general; |
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our expectations and management of future growth; |
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our ability to accelerate growth with the introduction and scaling of a significant outbound salesforce; |
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our ability to attract large organizations as users; |
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our ability to attract and retain key personnel and highly qualified personnel; |
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our ability to manage our international expansion; |
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our ability to obtain adequate commercial space as our workforce grows; |
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• |
our ability to maintain, protect and enhance our intellectual property; |
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our ability to effectively integrate our products and solutions with others; |
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our ability to achieve or maintain profitability; |
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our ability to manage our outstanding indebtedness; |
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• |
our ability to successfully identify, acquire and integrate companies and assets; |
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• |
our ability to offer high-quality customer support; and |
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.
2
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
3
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SVMK INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands, except par value) |
|
March 31, 2020 |
|
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December 31, 2019 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
144,621 |
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$ |
131,035 |
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|
Accounts receivable, net of allowance of $369 and $162 |
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19,147 |
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17,795 |
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|
Deferred commissions, current |
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3,359 |
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|
3,078 |
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Prepaid expenses and other current assets |
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|
10,300 |
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|
9,382 |
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Total current assets |
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177,427 |
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161,290 |
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Property and equipment, net |
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31,204 |
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35,072 |
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Operating lease right-of-use assets |
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59,983 |
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|
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63,904 |
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Capitalized internal-use software, net |
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|
32,901 |
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|
33,156 |
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|
Acquisition intangible assets, net |
|
|
29,565 |
|
|
|
33,150 |
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|
Goodwill |
|
|
461,395 |
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|
|
462,927 |
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|
Deferred commissions, non-current |
|
|
5,828 |
|
|
|
5,384 |
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Other assets |
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|
8,779 |
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|
|
9,376 |
|
|
Total assets |
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$ |
807,082 |
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|
$ |
804,259 |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
5,912 |
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$ |
2,677 |
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Accrued expenses and other current liabilities |
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16,216 |
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16,077 |
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Accrued compensation |
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13,428 |
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24,031 |
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Deferred revenue, current |
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150,986 |
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139,990 |
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Operating lease liabilities, current |
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7,582 |
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8,381 |
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Debt, current |
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1,900 |
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1,900 |
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Total current liabilities |
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196,024 |
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193,056 |
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Deferred revenue, non-current |
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1,032 |
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1,015 |
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Deferred tax liabilities |
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4,961 |
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4,870 |
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Debt, non-current |
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213,141 |
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213,616 |
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Operating lease liabilities, non-current |
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78,795 |
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82,668 |
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Other non-current liabilities |
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5,738 |
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7,050 |
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Total liabilities |
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499,691 |
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502,275 |
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Commitments and contingencies (Note 9) |
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Stockholders’ equity: |
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Preferred stock ($0.00001 par value; 100,000 shares authorized; no shares issued and outstanding) |
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— |
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— |
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Common stock ($0.00001 par value; 800,000 shares authorized; 138,070 and 136,054 shares issued and outstanding) |
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1 |
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1 |
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Additional paid-in capital |
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737,236 |
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705,143 |
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Accumulated other comprehensive loss |
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(2,880 |
) |
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|
(444 |
) |
|
Accumulated deficit |
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|
(426,966 |
) |
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|
(402,716 |
) |
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Total stockholders’ equity |
|
|
307,391 |
|
|
|
301,984 |
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|
Total liabilities and stockholders’ equity |
|
$ |
807,082 |
|
|
$ |
804,259 |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
4
SVMK INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
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Three Months Ended March 31, |
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|||||
(in thousands, except per share amounts) |
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2020 |
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2019 |
|
||
Revenue |
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$ |
88,265 |
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$ |
68,641 |
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Cost of revenue(1)(2) |
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19,944 |
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17,530 |
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Gross profit |
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68,321 |
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51,111 |
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Operating expenses: |
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Research and development(1) |
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26,557 |
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20,806 |
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Sales and marketing (1)(2) |
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42,091 |
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26,050 |
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General and administrative(1) |
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21,932 |
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20,556 |
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Restructuring |
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— |
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(66 |
) |
Total operating expenses |
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90,580 |
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|
67,346 |
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Loss from operations |
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(22,259 |
) |
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|
(16,235 |
) |
Interest expense |
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3,086 |
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3,659 |
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Other non-operating (income) expense, net |
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(1,236 |
) |
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(1,979 |
) |
Loss before income taxes |
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(24,109 |
) |
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(17,915 |
) |
Provision for (benefit from) income taxes |
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141 |
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|
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(138 |
) |
Net loss |
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$ |
(24,250 |
) |
|
$ |
(17,777 |
) |
Net loss per share, basic and diluted |
|
$ |
(0.18 |
) |
|
$ |
(0.14 |
) |
Weighted-average shares used in computing basic and diluted net loss per share |
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|
136,911 |
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|
|
126,786 |
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(1) |
Includes stock-based compensation, net of amounts capitalized as follows: |
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Three Months Ended March 31, |
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|||||
(in thousands) |
|
2020 |
|
|
2019 |
|
||
Cost of revenue |
|
$ |
960 |
|
|
$ |
1,096 |
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Research and development |
|
|
6,457 |
|
|
|
4,766 |
|
Sales and marketing |
|
|
4,343 |
|
|
|
2,780 |
|
General and administrative |
|
|
5,742 |
|
|
|
6,469 |
|
Stock-based compensation, net of amounts capitalized |
|
$ |
17,502 |
|
|
$ |
15,111 |
|
|
(2) |
Includes amortization of acquisition intangible assets as follows: |
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2020 |
|
|
2019 |
|
||
Cost of revenue |
|
$ |
2,010 |
|
|
$ |
488 |
|
Sales and marketing |
|
|
1,358 |
|
|
|
537 |
|
Amortization of acquisition intangible assets |
|
$ |
3,368 |
|
|
$ |
1,025 |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
5
SVMK INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited)
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2020 |
|
|
2019 |
|
||
Net loss |
|
$ |
(24,250 |
) |
|
$ |
(17,777 |
) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
Foreign currency translation losses(1) |
|
|
(2,436 |
) |
|
|
(19 |
) |
Total other comprehensive loss(1) |
|
|
(2,436 |
) |
|
|
(19 |
) |
Total comprehensive loss |
|
$ |
(26,686 |
) |
|
$ |
(17,796 |
) |
(1) |
Net of tax effect which was not material. |
See accompanying Notes to Condensed Consolidated Financial Statements.
6
SVMK INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)
For the three months ended March 31, 2020
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
(in thousands) |
|
Shares |
|
|
Amount |
|
|
Additional Paid-In Capital |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Accumulated Deficit |
|
|
Total Stockholders’ Equity |
|
||||||
December 31, 2019 |
|
|
136,054 |
|
|
$ |
1 |
|
|
$ |
705,143 |
|
|
$ |
(444 |
) |
|
$ |
(402,716 |
) |
|
$ |
301,984 |
|
Common stock issued upon vesting of restricted stock units |
|
|
945 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock issued upon stock option exercise |
|
|
1,071 |
|
|
|
— |
|
|
|
13,815 |
|
|
|
— |
|
|
|
— |
|
|
|
13,815 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
18,278 |
|
|
|
— |
|
|
|
— |
|
|
|
18,278 |
|
Comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,436 |
) |
|
|
— |
|
|
|
(2,436 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(24,250 |
) |
|
|
(24,250 |
) |
March 31, 2020 |
|
|
138,070 |
|
|
$ |
1 |
|
|
$ |
737,236 |
|
|
$ |
(2,880 |
) |
|
$ |
(426,966 |
) |
|
$ |
307,391 |
|
For the three months ended March 31, 2019
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
(in thousands) |
|
Shares |
|
|
Amount |
|
|
Additional Paid-In Capital |
|
|
Accumulated Other Comprehensive Loss |
|
|
Accumulated Deficit |
|
|
Total Stockholders’ Equity |
|
||||||
December 31, 2018 |
|
|
125,818 |
|
|
$ |
1 |
|
|
$ |
551,937 |
|
|
$ |
(287 |
) |
|
$ |
(332,268 |
) |
|
$ |
219,383 |
|
Cumulative-effect adjustment upon adoption of ASC 842 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,693 |
|
|
|
2,693 |
|
Common stock issued upon vesting of restricted stock units |
|
|
898 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock issued upon stock option exercise |
|
|
1,328 |
|
|
|
— |
|
|
|
14,419 |
|
|
|
— |
|
|
|
— |
|
|
|
14,419 |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
16,064 |
|
|
|
— |
|
|
|
— |
|
|
|
16,064 |
|
Comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19 |
) |
|
|
— |
|
|
|
(19 |
) |
Other |
|
|
16 |
|
|
|
— |
|
|
|
232 |
|
|
|
— |
|
|
|
— |
|
|
|
232 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,777 |
) |
|
|
(17,777 |
) |
March 31, 2019 |
|
|
128,060 |
|
|
$ |
1 |
|
|
$ |
582,652 |
|
|
$ |
(306 |
) |
|
$ |
(347,352 |
) |
|
$ |
234,995 |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
7
SVMK INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2020 |
|
|
2019 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(24,250 |
) |
|
$ |
(17,777 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
12,288 |
|
|
|
9,730 |
|
Non-cash leases expense |
|
|
3,423 |
|
|
|
3,051 |
|
Stock-based compensation expense, net of amounts capitalized |
|
|
17,502 |
|
|
|
15,111 |
|
Deferred income taxes |
|
|
97 |
|
|
|
95 |
|
Gain on sale of a private company investment |
|
|
(1,001 |
) |
|
|
(1,001 |
) |
Other |
|
|
317 |
|
|
|
(154 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(1,532 |
) |
|
|
163 |
|
Prepaid expenses and other assets |
|
|
(2,208 |
) |
|
|
(2,184 |
) |
Accounts payable and accrued liabilities |
|
|
2,647 |
|
|
|
2,991 |
|
Accrued compensation |
|
|
(10,452 |
) |
|
|
(8,359 |
) |
Deferred revenue |
|
|
11,229 |
|
|
|
9,575 |
|
Operating lease liabilities |
|
|
(3,827 |
) |
|
|
(3,438 |
) |
Net cash provided by operating activities |
|
|
4,233 |
|
|
|
7,803 |
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(406 |
) |
|
|
(581 |
) |
Capitalized internal-use software |
|
|
(2,946 |
) |
|
|
(3,150 |
) |
Proceeds from sale of a private company investment |
|
|
1,001 |
|
|
|
1,001 |
|
Net cash used in investing activities |
|
|
(2,351 |
) |
|
|
(2,730 |
) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from stock option exercises |
|
|
13,815 |
|
|
|
7,640 |
|
Repayment of debt |
|
|
(550 |
) |
|
|
(550 |
) |
Net cash provided by financing activities |
|
|
13,265 |
|
|
|
7,090 |
|
Effect of exchange rate changes on cash |
|
|
(1,267 |
) |
|
|
(44 |
) |
Net increase in cash, cash equivalents and restricted cash |
|
|
13,880 |
|
|
|
12,119 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
131,683 |
|
|
|
154,371 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
145,563 |
|
|
$ |
166,490 |
|
Supplemental cash flow data: |
|
|
|
|
|
|
|
|
Interest paid for term debt |
|
$ |
2,967 |
|
|
$ |
3,423 |
|
Income taxes paid |
|
$ |
3 |
|
|
$ |
247 |
|
Non-cash investing and financing transactions: |
|
|
|
|
|
|
|
|
Stock compensation included in capitalized software costs |
|
$ |
776 |
|
|
$ |
953 |
|
Accrued unpaid capital expenditures |
|
$ |
204 |
|
|
$ |
517 |
|
Proceeds receivable from stock option exercises |
|
$ |
— |
|
|
$ |
6,779 |
|
Derecognized financing obligation related to building due to adoption of ASC 842 |
|
$ |
— |
|
|
$ |
92,009 |
|
Derecognized building due to adoption of ASC 842 |
|
$ |
— |
|
|
$ |
71,781 |
|
See accompanying Notes to Condensed Consolidated Financial Statements.
8
SVMK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Company Overview and Basis of Presentation
Business
SVMK Inc. (the “Company”) is a leading global provider of survey software products and purpose-built solutions. The Company was incorporated in 2011 as a Delaware corporation and is the successor to operations originally begun in 1999. The Company’s headquarters are located in the United States and its international operations are primarily based in Ireland, Canada and the Netherlands.
Principles of Consolidation and Basis of Presentation
The accompanying interim condensed consolidated balance sheet as of March 31, 2020, the statements of operations, comprehensive loss and stockholders’ equity for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019 are unaudited. Such condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. These condensed consolidated financial statements include the results of operations of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated. Certain other prior year balances have been reclassified to conform to the current year presentation. Such reclassifications did not affect our results of operations or operating, investing and financing cash flows.
These condensed consolidated financial statements do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. In management’s opinion, the condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2020, the results of operations for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual periods.
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form-10K filed with the SEC on February 27, 2020.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenue and expenses during the reporting periods covered by the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates due to a variety of factors, including the unforeseen effects of the COVID-19 pandemic on the Company’s business and financial results. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable. The Company’s most significant estimates and judgments involve valuation of deferred income tax assets, valuation of acquired goodwill and intangibles from acquisitions, tax contingencies, legal contingencies and incremental borrowing rate for operating leases.
Segment Information
The Company operates as a
operating segment. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer, who reviews the Company’s operating results on a consolidated basis in order to make decisions about allocating resources and assessing performance for the entire company. The CODM uses one measure of profitability and does not segment the Company’s business for internal reporting. See Note 12 for additional information regarding the Company’s revenue by geographic area.Related Party Transactions
Certain members of the Company’s Board of Directors (“Board”) serve as board members, are executive officers of and/or (in some cases) are investors in companies that are customers and/or vendors of the Company. The
9
SVMK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Company incurred related party expenses of $1.0 million and $0.3 million during the three months ended March 31, 2020 and 2019, respectively.
2. Summary of Significant Accounting Policies
There have been no material changes in our significant accounting policies as described in our Annual Report on Form 10-K for the year ended December 31, 2019. On January 1, 2020, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses with no material impact.
Revenue Recognition and Deferred Revenue
The Company generates substantially all of its revenue from the sale of subscriptions to its survey software products including subscriptions to its purpose-built solutions. The revenue the Company generates from one purpose-built solution that is delivered and recognized at a point in time is not significant.
The Company recognized into revenue $61.9 million and $45.1 million during the three months ended March 31, 2020 and 2019, respectively, that was included in the deferred revenue balances at the beginning of each respective period.
As of March 31, 2020, future estimated revenue related to non-cancelable performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period was $169.1 million. The substantial majority of the unsatisfied performance obligations will be satisfied over the next twelve months.
Accounts Receivable
Accounts receivable are presented at amortized cost net of amounts not expected to be collected.
Accounts receivable are customer obligations that arise due to the time taken to settle transactions through direct customer payments. The Company bills in advance for monthly contracts and generally bills annually in advance for contracts with terms of one year or longer when it has an unconditional contractual right to consideration. The Company also recognizes an immaterial amount of contract assets, or unbilled receivables, primarily relating to rights to consideration for services completed but not billed at the reporting date. Unbilled receivables are classified as receivables when the Company has the right to invoice the customer.
The Company records an allowance for credit losses based upon its assessment of various factors including the Company’s a) historical experience (including historical bad debt expense trends), the age of a customers’ accounts receivable balance, and a customers’ credit quality, b) expected losses over the remaining estimated contractual life of the receivable and c) other reasonable and supportable factors pertaining to a customers’ ability to pay (including consideration of current economic conditions). Amounts deemed uncollectible and expected credit losses are recorded to the allowance for doubtful accounts with an offsetting charge in the condensed consolidated statements of operations. The Company evaluated its allowance for credit losses using its consolidated gross accounts receivable balance as a single portfolio segment. For the three months ended March 31, 2020 and 2019, respectively, bad debt expense recognized in the condensed consolidated statement of operations was nominal.
Other Non-Operating (Income) Expense
Other non-operating (income) expense, net consists primarily of interest income, net foreign currency exchange (gains) losses, gain on sale of private company investments, net realized gains and losses related to investments, and other. The components of other non-operating (income) expense recognized in the condensed consolidated financial statements is as follows:
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2020 |
|
|
2019 |
|
||
Interest Income |
|
$ |
(407 |
) |
|
$ |
(938 |
) |
Foreign currency (gains) losses, net |
|
|
179 |
|
|
|
18 |
|
Gain on sale of a private company investment |
|
|
(1,001 |
) |
|
|
(1,001 |
) |
Other (income) expense, net |
|
|
(7 |
) |
|
|
(58 |
) |
Other non-operating (income) expense, net |
|
$ |
(1,236 |
) |
|
$ |
(1,979 |
) |
10
SVMK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
In January 2017, the Company sold a private company investment that was accounted for using the cost method of accounting. The Company recognized an initial gain upon sale and was additionally entitled to receive contingent consideration to be received over three years following the close of the transaction. In each of the three months ended March 31, 2020 and 2019, the Company received cash of $1.0 million, representing its share of the respective second and final installments of the earn-out payment, each of which was recognized as a gain on sale of a private company investment.
Accounting Pronouncements Recently Adopted
Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses ("ASU 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology in the current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade receivables and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. ASU 2016-13 is effective for public companies with fiscal years beginning after December 15, 2019, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. The Company adopted ASU 2016-13, including applicable amendments in other ASUs issued subsequent to ASU 2016-13, with no material impact upon adoption.
Accounting Pronouncements Not Yet Adopted
Income Taxes: In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU 2019-12 also improves consistent application and simplifies other areas of Topic 740 by clarifying and amending existing guidance. Early adoption is permitted, provided that the Company reflects any adjustments as of the beginning of the annual period that includes the interim period for which such early adoption occurs. Additionally, the Company must adopt all the amendments in the same period if early adoption is elected. ASU 2019-12 is effective for public companies with fiscal years beginning after December 15, 2020, unless early adopted. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements.
Reference Rate Reform: In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance may have on its condensed consolidated financial statements and related disclosures.
3. Cash and Cash Equivalents
As of March 31, 2020 and December 31, 2019, the following table provides a reconciliation of the amount of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the total of the same such amounts shown in the condensed consolidated statements of cash flows:
(in thousands) |
|
March 31, 2020 |
|
|
December 31, 2019 |
|
||
Cash and cash equivalents |
|
$ |
144,621 |
|
|
$ |
131,035 |
|
Restricted cash included in prepaid expenses and other current assets |
|
|
898 |
|
|
|
578 |
|
Restricted cash included in other assets |
|
|
44 |
|
|
|
70 |
|
Total cash, cash equivalents and restricted cash |
|
$ |
145,563 |
|
|
$ |
131,683 |
|
11
SVMK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Included in cash and cash equivalents are cash in transit from payment processors for credit and debit card transactions of $3.2 million and $1.6 million as of March 31, 2020 and December 31, 2019, respectively.
4. Fair Value Measurements
Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based on the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels which directly relate to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:
Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The carrying amounts of the Company’s financial instruments, which generally include cash equivalents, accounts receivable and accounts payable, approximate their fair values due to their short maturities. Based on borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the fair value of the Company’s debt was approximately $178.8 million as of March 31, 2020 and was approximate to its carrying value as of December 31, 2019.
As of March 31, 2020 and December 31, 2019, respectively, the Company did not have any financial instruments accounted for pursuant to ASC 820.
5. Property and Equipment
As of March 31, 2020 and December 31, 2019, property and equipment consisted of the following:
(in thousands) |
|
March 31, 2020 |
|
|
December 31, 2019 |
|
||
Computer equipment |
|
$ |
23,152 |
|
|
$ |
23,155 |
|
Leasehold improvements |
|
|
55,616 |
|
|
|
55,224 |
|
Furniture, fixtures, and other assets |
|
|
11,475 |
|
|
|
11,411 |
|
Gross property and equipment |
|
|
90,243 |
|
|
|
89,790 |
|
Less: Accumulated depreciation |
|
|
(59,039 |
) |
|
|
(54,718 |
) |
Property and equipment, net |
|
$ |
31,204 |
|
|
$ |
35,072 |
|
Depreciation expense was $4.4 million and $4.3 million during the three months ended March 31, 2020 and 2019, respectively.
6. Acquisitions, Intangible Assets and Goodwill
GetFeedback Acquisition
On September 3, 2019, the Company acquired 100% of the outstanding shares of GFB Holdings, Inc. (“GetFeedback”), including its wholly-owned subsidiary GetFeedback, Inc., a customer experience management company that offers purpose-built solutions to its customers and understands and improves customer experience through the creation of customized branded surveys.
The Company paid approximately $68.3 million for the acquisition, which consisted of (i) cash consideration of approximately $61.5 million (net of cash acquired of approximately $0.7 million) and (ii) 376,333 shares of the Company’s common stock with a fair value of $16.24 per share on the acquisition date.
12
SVMK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Based on their estimated fair values, the Company recorded $3.3 million of net tangible liabilities, $17.7 million of identifiable intangible assets (primarily customer relationships and developed technology) and $53.9 million of goodwill.
Usabilla Acquisition
On April 1, 2019, the Company acquired 100% of Usabilla Holding B.V. (“Usabilla”), a voice of customer technology company headquartered in the Netherlands that offers its customers products to help improve their customers’ online experience by generating and processing user feedback via targeted surveys on websites, in mobile apps and by email.
The Company paid approximately $84.3 million for the acquisition, which consisted of (i) cash consideration of approximately $53.1 million (net of cash acquired of approximately $1.1 million) and (ii) 1,644,413 shares of the Company’s common stock with a fair value of $18.30 per share on the acquisition date. Additional consideration of 299,798 shares of the Company’s common stock was issued to certain employees of Usabilla and was not included in the purchase price. This additional consideration will be recognized as post-acquisition compensation expense over the related requisite service period of three years.
Based on their estimated fair values, the Company recorded $2.9 million of net tangible liabilities, $15.1 million of identifiable intangible assets (primarily developed technology) and $72.1 million of goodwill.
Other Acquisitions Information
Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in the aggregate.
The measurement period for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the applicable acquisition date becomes available but does not exceed 12 months from the acquisition date. As of March 31, 2020, the measurement period has closed for the acquisition of Usabilla. Additional information related to the acquisition of GetFeedback, such as that related to income tax and other contingencies, existing as of the acquisition date but unknown to the Company may become known during the remainder of the measurement period, which may result in a change in the amounts allocated to goodwill during the periods in which the adjustments are determined.
The Company has incurred incremental expenses related to the above acquisitions of $1.0 million for the Usabilla acquisition and $0.7 million for the GetFeedback acquisition, which were included in general and administrative expenses in the condensed consolidated statements of operations for the three months ended June 30, 2019 and September 30, 2019, respectively.
Balance Sheet and Statement of Operations Details
Capitalized internal-use software
As of March 31, 2020 and December 31, 2019, capitalized internal-use software consisted of the following:
(in thousands) |
|
March 31, 2020 |
|
|
December 31, 2019 |
|
||
Gross capitalized internal-use software |
|
$ |
64,512 |
|
|
$ |
61,130 |
|
Less: Accumulated amortization |
|
|
(31,611 |
) |
|
|
(27,974 |
) |
Capitalized internal use software, net |
|
$ |
32,901 |
|
|
$ |
33,156 |
|
Amortization expense related to capitalized internal-use software was $3.6 million and $3.7 million during the three months ended March 31, 2020 and 2019, respectively, and is included in cost of revenue in the condensed consolidated statements of operations.
13
SVMK INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
Acquisition intangible assets, net
As of March 31, 2020 and December 31, 2019, intangible assets, net consisted of the following:
|
|
March 31, 2020 |
|
|
December 31, 2019 |
|
||||||||||||||||||
(in thousands) |
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
||||||
Customer relationships |
|
$ |
25,530 |
|
|
$ |
(10,932 |
) |
|
$ |
14,598 |
|
|
$ |
25,594 |
|
|
$ |
(9,712 |
) |
|
$ |
15,882 |
|
Trade name |
|
|
2,688 |
|
|
|
(879 |
) |
|
|
1,809 |
|
|
|
2,711 |
|
|
|
(763 |
) |
|
|
1,948 |
|
Developed technology |
|
|
27,335 |
|
|
|
(14,177 |
) |
|
|
13,158 |
|
|
|
27,547 |
|
|
|
(12,227 |
) |
|
|
15,320 |
|
Acquisition intangible assets, net |
|
$ |
55,553 |
|
|
$ |
(25,988 |
) |
|
$ |
29,565 |
|
|
$ |
55,852 |
|
|
$ |
(22,702 |
) |
|
$ |
33,150 |
|
Amortization expense was $3.4 million and $1.0 million during the three months ended March 31, 2020 and 2019, respectively.
Future amortization expense
As of March 31, 2020, future amortization expense by year is expected to be as follows (in thousands):
(in thousands) |
|
Capitalized internal-use software, net |
|
|
Acquisition intangible assets, net |
|
||
Remainder of 2020 |
|
$ |
8,419 |
|
|
$ |
9,080 |
|
2021 |
|
|
7,220 |
|
|
|
9,765 |
|
2022 |
|
|
3,234 |
|
|
|
4,967 |
|
2023 |
|
|
— |
|
|
|
1,901 |
|
2024 |
|
|
— |
|
|
|
1,663 |
|
Thereafter |
|
|
— |
|
|
|