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Svmk Inc. (SVMK) SEC Filing 10-Q Quarterly report for the period ending Tuesday, March 31, 2020

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SVMK Quarterly Reports

Svmk Inc.

CIK: 1739936 Ticker: SVMK

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May 7, 2020 Letter to Shareholders Q1 2020 Exhibit 99.1

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Dear Shareholders, Q1 was an extraordinary quarter as we executed through the unprecedented level of uncertainty generated by the COVID-19 (C19) pandemic to support all of our stakeholders. For our employees, we took decisive action in early March and seamlessly transitioned our global workforce to a remote working environment to protect their health and safety. For our customers, we rapidly deployed C19-specific offerings to support customers of all sizes most affected by the pandemic. For our shareholders, we proactively communicated throughout the quarter and delivered strong Q1 financial results. Revenue of $88.3 million – an increase of 29% year-over-year – and non-GAAP operating margin of (1.6)% both exceeded their respective guidance ranges. Our cash balance increased by $14 million sequentially to $145 million as of March 31, 2020. We’re proud of how our team bonded to support each other, our customers and our shareholders. But that was Q1 – how we are steering through the rest of the year is what matters. Now more than ever, we are realizing our mission: to enable organizations to turn feedback into action. Every organization on the planet – from businesses, to governments, healthcare providers and foundations – is working to understand and react to the changes brought about by the pandemic. The crisis is amplifying the value of our platform and solutions for our customers who need to listen to their stakeholders’ voices and move with agility to address their needs.  We believe our Q1 performance and the leading business indicators in Q2 validate three important aspects of SurveyMonkey: 1) our business is resilient; 2) our software products are more relevant than ever before; and 3) our long-term strategy is sound. Below, we discuss these themes as well as our intention to optimize the business for free cash flow generation across multiple economic scenarios. We then review our full Q1 results and updated outlook. We remain confident that our business, balance sheet and product innovation will put SurveyMonkey in an enviable position to drive long-term value for our stakeholders. Q1 2020 Key Results  75% YoY 29% YoY Revenue ($M) Q1’19 Q1’20 $68.6 $88.3 Enterprise Sales Revenue (%) Q1’19 Q1’20 16% 29% Enterprise Sales Customers Q1’19 Q1’20 3,900 6,800 Operating Margin % Q1’19 Q1’20 -24% 0% -25% -2%

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Our Business Model is Resilient We recognize that recession-driven headwinds may impact certain areas of our business, but we believe our business model is resilient: Subscription-based model More than 90% of our revenue is recurring, 85% of our paying users are on annual plans, and we have strong renewal rates with our dollar-based net retention rate for organizational domain-based customers exceeding 100% as of March 31, 2020. Annual contracts offer SurveyMonkey more opportunities to engage with our customers, thereby offering more opportunities to deliver value and drive strong retention. Product agility Our products are price-disruptive, easy to deploy and use, and deliver insights quickly to inform customers’ business decisions. Volatile business environments put an even higher premium on agile solutions. Broad customer base No customer accounted for more than 1% of trailing twelve-month revenue, and more than 90% of our trailing twelve-month bookings came from organizational domain-based customers. Additionally, after doing a detailed analysis on our customers’ domains, we estimate that approximately 5% of our 2019 bookings came from customers in industries acutely impacted by C19, such as hospitality, travel, and retail. Healthy cash generation via self-serve More than 70% our revenue comes from self-serve, a highly cash-generative channel where customers purchase software through credit card transactions on our website.  Efficient Inside sales motion Our enterprise sales team sells our agile, price-disruptive software primarily through an efficient inside sales motion. We target known usage within our existing user base and rarely require in-person meetings to close deals. Diversity of market opportunities Our expansion beyond Surveys into adjacent market opportunities like Customer Experience and Market Research provides additional growth levers and selling opportunities outside our historical core. Global brand and strong marketing  We’ve built a global brand over the last 20 years, and we are an industry leader that provides real value to our customers, as evidenced by our recognition as the #2 software company in G2’s annual rankings. 2 90%+ Of total revenue is recurring 85% Of paying users are on annual plans 100%+ Dollar-based net retention rate for organizational customers 90%+ Of bookings from organizational domain-based customers ~5% Of 2019 bookings from industries acutely impacted by C19 70%+ Of total revenue from cash-generative self-serve channel SurveyMonkey was rated #2 in G2’s Global Best Software rankings for 2020 

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Our Business Model is Resilient (cont.) We are taking a proactive and prudent approach to managing the business as we navigate the current macroeconomic environment. Steps we are taking include: Monitoring leading performance indicators We are actively tracking several key performance indicators during this period of economic uncertainty.  Overall, we feel our business has been resilient during the downturn to date. Since March, the number of new sign-ups on our platform is at an all-time high, with new paid users up significantly over pre-crisis levels. In late April, survey responses rose more than 25% year-over-year. We believe these illustrate the critical importance of stakeholder feedback in this time of crisis and reinforce our strategy of being cost-effective and easy to implement. While we saw a modest uptick in churn in our self-serve business, annual paid users increased more than 20% year-over-year for the third consecutive quarter.   In our enterprise sales channel, we are seeing both instances of accelerated sales, as healthcare and government agencies work quickly to implement feedback management tools, as well as some delays in deal closures as customers assess the impact of C19 on their budgets.  While the impact of C19 on our sales cycles and close rates is still uncertain, we were pleased that in the last week in April we generated a record level of pipeline for our enterprise sales team, which makes us cautiously optimistic about the resilience of our business in the midst of the pandemic. Creating scenarios of financial performance While we actively monitor key performance indicators, we also have created several scenarios of financial performance to help us understand a variety of potential outcomes depending on how deep and elongated the economic downturn may be. We intend to optimize for free cash flow while maintaining sufficient investment in our growth initiatives to best position us to succeed in the long-term. As we further understand what the potential revenue impact may be, we are taking proactive steps to drive efficiencies in our investments to optimize for cash flow.  Examples of expense measures we have taken include a comprehensive review of our facilities landscape and related costs, a reduction in our incremental hiring plans, and a holistic review of variable expenses across our business, which currently represent approximately one-third of our total spend. In coordination with the FDA, the American Red Cross is leveraging online forms to power their COVID-19 Convalescent Plasma Program. They have collected thousands of submissions on redcrossblood.org from potential donors and clinicians interested in receiving plasma from fully recovered COVID-19 patients who may be eligible to help those currently sick. Convalescent plasma contains antibodies that can attack the virus, and the campaign has the potential to save lives. Salesforce Ventures surveyed its portfolio of enterprise technology start-ups to learn how CEOs are leading their teams through these uncertain times and to share best practices around some of the tough decisions start-ups are facing. In anticipation of California potentially experiencing a surge of COVID-19 patients, the California Department of Public Health (CDPH) asked the state’s 416 hospitals to immediately complete a survey on March 8th to assess surge capacity. The survey assisted CDPH in understanding hospitals current space, supply, and staffing situations, as well as future needs so that CDPH could better plan, communicate, and coordinate responses if needed. American Red cross Salesforce Ventures California Department of PublicHealth

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Our Business Model is Resilient (cont.) Managing liquidity We have a solid cash position on our balance sheet, access to additional liquidity and modest annual debt servicing requirements. We ended the quarter with approximately $145 million in cash and cash equivalents, an increase of approximately $14 million quarter-over-quarter, and our total potential liquidity stands at approximately $215 million with the inclusion of our $70 million untapped revolving line of credit. Further, we have more than five years remaining until our Term Loan B matures in October 2025, and our annual debt servicing costs are low at approximately $12 million. Our net debt position decreased to approximately $70 million quarter-over-quarter and one of our goals is to achieve a net cash neutral position over time. We feel our balance sheet allows us to strike the right balance between managing through an economic downturn and investing in our growth initiatives to position us to emerge from the crisis even stronger than before.  The Analyst & Associate Council within the Corporate & Investment Bank at J.P. Morgan is leveraging SurveyMonkey to mobilize employees for their ‘Feed the Frontline’ initiative. The team has been supporting local businesses and delivery workers by donating and delivering meals to doctors, nurses, paramedics, cleaning crews, police officers, firefighters and others on the frontline of COVID-19 who are fighting to keep communities safe and healthy. Surveys are used to both source employee volunteers and to nominate frontline heroes to receive gifted meals. With around 100 volunteers coordinating deliveries, the JPM team has already provided meals to more than 2,000 frontline workers across 17 states, and their efforts are ongoing. Rhode Island has teamed up with SurveyMonkey to track and monitor the symptoms of people with COVID-19 or who have had contact with someone with the disease. The information collected will be passed on to the state Department of Health to help better understand the disease.

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Our Products Matter Now More Than Ever Our cloud-based software is purpose-built to collect insights from distributed stakeholders and enable collaboration. We believe this puts us in a unique position to help organizations – from local governments and small businesses to Fortune 500 companies and global non-profits/NGOs – establish feedback channels quickly and generate insights in near real-time from their stakeholders. Under normal circumstances, our software provides critical value to our customers. In today’s environment, we believe we are essential in helping our customers and their communities navigate the pandemic. We launched several new coronavirus resources to help address the challenges associated with C19. For enterprise customers, we launched COVID-19 packaged solutions to address use cases such as symptom monitoring, contact tracking, healthcare worker needs assessment, onsite health assessment for businesses prior to re-opening, and employee and customer sentiment. Packages range from survey templates to consulting and technology integration services. We released new survey questionnaire templates to help business leaders keep a pulse on their distributed employees and B2B customers, and K-12 educators understand how to best serve students and parents in a distance learning environment. We also implemented targeted product discounts so educators, non-profits and charities can collect the feedback they need to navigate the pandemic. We are proud of the bold and prescriptive initiatives our team rallied to launch to assist thousands of organizations using SurveyMonkey for C19 use cases, including those highlighted throughout this letter. Business leaders have no playbook for our current situation, which means they need timely feedback now more than ever to inform their business decisions. In Q1, we added industry-leading companies like Darden Restaurants, Informatica, Kraft Heinz, Travix, and Unilever who are benefitting from our enterprise-grade Survey offering. We’re also seeing companies taking advantage of our expanding customer experience suite – enabled by Usabilla and GetFeedback – as the shift to e-commerce has accelerated with urgency over the last two months.   For example, a new Usabilla customer – a large, multi-brand footwear and lifestyle company based in the US – will drive its entire feedback workflow through Usabilla to inform its digital strategy and improve its brick and mortar operations. This new client joins our growing list of customers like DHL Parcel, multinational window company The Velux Group, Puma, and YETI that are driving e-commerce customer success through our CX offerings. SurveyMonkey’s comprehensive resources for the coronavirus crisis include survey templates, best practices, targeted packages, and discounts We announced a collaboration with COVID Near You, a joint project of Boston Children’s Hospital and the Harvard Medical School, to accelerate coronavirus research. COVID Near You will use our platform to collect essential data that helps citizens and public health agencies identify current and potential C19 hot spots. Aggregate data will be reported regularly on the COVID Near You and SurveyMonkey websites and made available to media outlets, public health officials and the Center for Disease Control.  DHL Parcel uses Usabilla notification messages on their shipping tool and general website to inform their customers about delivery services during the COVID-19 crisis. This helps manage customer expectations and reduces calls and messages to their customer service teams. SurveyMonkey’s resources for the coronavirus crisis COVID near you DHL

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Our Products Matter Now More Than Ever (cont.) Finally, our large, diverse survey panel is generating insights through millions of survey respondents. No company has a larger and more liquid survey panel to help companies and communities collect the feedback they need to inform their decision making. With transactional touch points disappearing in many industries, our survey data has become even more valuable.  Facing a 96% decline in US passenger traffic since mid-February, the airline industry currently lacks the customer sentiment data that was previously available from customer receipts and post-travel surveys. In mid-April Fortune used SurveyMonkey to collect air travel sentiment: 71% of people said the earliest they would consider flying again is four or more months from now, including 35% who said the earliest they would fly is more than a year from now. These insights can help decision makers project demand curves and craft marketing campaigns. Our Strategy is Sound Our long-term strategy – to deliver enterprise-grade software that simplifies customer workflows in collecting stakeholder feedback and minimizes the need for expensive manual activities – is more relevant than ever. In Q1, we executed on product initiatives across our three pillars of opportunity – Surveys, Customer Experience (CX), and Market Research – that further our long-term growth strategy.  Surveys In Surveys, we continue to add product value that increases our footprint within organizations. In our self-serve business, we are expanding the SurveyMonkey Teams offering with a new limited-use user type – Contributors – for Team members who specialize in survey data analysis. Through Contributors, Team customers can expand their working groups and get more value from their feedback. In enterprise, we are building functionality – Divisions – that enables large organizations to customize their SurveyMonkey deployment by department. By providing greater software administration and management flexibility and adding unique incremental value for organizations deploying our products broadly within their teams, we can “land and expand” more easily with larger customers. In our Microsoft partnership, the SurveyMonkey integration for Microsoft Teams is now deeply woven into the Microsoft Teams experience, enabling users to create surveys, collect responses and view analytics all within the Teams channel. We believe these innovations put us in a strong position to benefit from the rapid growth of Microsoft’s leading collaboration hub. We also began to monetize our Microsoft Power BI integration, which enables users to gain more insights from their survey data through Power BI’s reporting and dashboard capabilities. It’s still early for both initiatives, but we’re excited about the value we’re delivering to shared Microsoft-SurveyMonkey customers. A leader in enterprise cloud data management software, Informatica expanded their SurveyMonkey relationship from Usabilla to SurveyMonkey Enterprise (SME) and GetFeedback in Q1. SME enabled Informatica to consolidate individual and team accounts with added security, compliance and account administration benefits. Further, Informatica will leverage GetFeedback to drive Salesforce integration on case closed tickets for their global customer support team and to measure client experience at onboarding and implementation. Fortune | SurveyMonkey airlines poll gives insight into how consumers are evaluating travel  Deepening the integration with Microsoft Teams Fortune | SurveyMonkey poll: airlines and travel Informatica

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Our Strategy is Sound (cont.) Customer Experience Our Customer Experience (CX) strategy is to provide cost-effective and easy to deploy enterprise SaaS solutions for the Salesforce ecosystem. By integrating our 2019 Usabilla and GetFeedback acquisitions into one multi-channel CX platform, we will be able to help our customers better leverage their customer data stored within Salesforce and power automated actions that improve customer experience. In March, we hit a major milestone on our journey to integrate Usabilla and GetFeedback with the launch of new GetFeedback features for Salesforce customers, including: a new user interface; NPS driver analysis and crosstab dashboard; task and email notification creation for each CX survey; and email notification tools to help teams prioritize workloads and operate more efficiently. This new functionality brings us closer to the full integration of Usabilla and GetFeedback, which remains on track for completion in the second half of this year.  Concurrent with our CX product development, we are building the go-to-market muscle. We’ve run training for nearly 1,000 Salesforce account executives and sales engineers, delivered a training module on the Salesforce Trailhead platform, and developed a new partner webpage for system integrators through which we’ve onboarded four Tier 1 partners to date. Market Research Our strategy in Market Research is to leverage software and our vast panel of global respondents to enable faster, outcome-driven insights for organizations conducting research. On March 31, we launched Expert Solutions, a suite of market research tools that simplifies concept testing across a global audience. Expert Solutions combines our Audience market research panel and our AI-Powered Insights for respondent data pattern recognition with concept testing solutions spanning ad and video creatives, product concepts, packaging, logos, and brand names. These will make it easier than ever for companies to collect feedback on what messages, visuals and products resonate with their target demographic. We believe Expert Solutions can increase our presence in industries such as healthcare, financial services and consumer packaged goods. Introducing Expert Solutions for product and creative concept testing “GetFeedback has created a whole new way for us to listen to our customers, and the insights are changing the way we do business.” ― Dan Darcy, Salesforce

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Financial Results Unless otherwise noted, all comparisons are year-over-year. As a reminder, Q1 2020 results include the impact of the Usabilla acquisition, which closed on April 1, 2019, and the GetFeedback acquisition, which closed on September 3, 2019. Q1 was a solid quarter of financial performance, especially in light of the burgeoning economic interruption from C19. We exceeded our guidance range for both revenue and non-GAAP operating margin and increased our cash balance by approximately $14 million during the quarter. Revenue Revenue was $88.3 million during Q1, reflecting 29% growth. Revenue growth was driven primarily by Enterprise sales, which increased 128% and accounted for 29% of total revenue compared to 16% in the year-ago period. The enterprise customer count increased 75% to more than 6,800. We also saw solid paid user and average revenue per user (ARPU) performance with more than 746,000 paid users and ARPU of $483, up 11% and 14%, respectively. Q1 2020 revenue included approximately $2 million of non-recurring revenue from a Market Research customer.   78% Annual 85% Annual 75% Increase in enterprise customers 335K+ Organizational domains 100%+ Dollar-based net retention rate for organizational customers 6,800+ Enterprise sales customers *Notes for Charts: Enterprise sales customers: Q2’19 includes approximately 400 net new customers from the Usabilla acquisition, which closed on April 1, 2019. Q3’19 includes approximately 830 net new customers from the GetFeedback acquisition, which closed on September 3, 2019. ARPU: Average revenue per paying customer. Revenue ($M) Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 $68.6 $75.1 $79.3 $84.3 $88.3 Enterprise Sales Customers* Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 3,900 4,800 6,100 6,600 6,800 Paying users Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 670,900 692,500 713,200 720,900 746,200 ARPU* Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 $423 $442 $448 $467 $483

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Financial Results (cont.) Deferred revenue increased 37% to $152 million. Remaining performance obligation, or RPO, which is the sum of deferred revenue and backlog, was $169 million, a 39% increase. These continue to be solid indicators of the resilience of our business. Margins and Operating Expenses Gross margin: Q1 GAAP gross margin was 77% versus 74% in the prior year, and non-GAAP gross margin was 81% versus 77% in the prior year. The improvement in non-GAAP gross margin was driven primarily by revenue growth. Operating expenses: Q1 total GAAP operating expenses were $90.6 million, an increase of $23.2 million or 34%.  Q1 total non-GAAP operating expenses were $72.7 million, an increase of $19.8 million or 37%. The increase in non-GAAP operating expenses was driven primarily by investments in sales and marketing with a specific focus on the ongoing buildout of our enterprise sales team as well as in research and development to drive enterprise product innovation.  Operating margin: Q1 GAAP operating margin was (25)% versus (24)% in the prior year. Non-GAAP operating margin was (1.6)% versus from (0.2)% in the prior year, driven primarily by the disciplined investments we are making to drive growth in our business. Cash Flow and Balance Sheet As of March 31, 2020, cash and cash equivalents were approximately $145 million, an increase of approximately $14 million quarter-over-quarter, and total debt was $215 million for net debt of approximately $70 million. In Q1, we generated $4 million in operating cash flow and approximately $1 million in free cash flow, which reflect the impact of annual bonus pay-outs, as expected. Cash Flow ($M) Q1’19 Q2’19 Operating FCF $7.8 $4.1 $4.2 $0.9 Cash and Debt ($M) Q1’19 Q4’19 Q1’20 Cash & cash equivalents Debt Net debt $166 $217 $51 $131 $216 $85 $145 $215 $70 Gross Margin % Q1’19 Q1’20 GAAP Non-GAAP 74% 77% 77% 81% Operating Margin % Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 GAAP Non-GAAP -24% 0% -21% 2% -19% 3% -23% -1% -25% -2%

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Financial Outlook We are proud of our Q1 results, remain committed to our long-term strategy, and feel optimistic about the demand for our feedback solutions. As we mentioned earlier, we continue to actively monitor key performance indicators in our business, and we intend to optimize for free cash flow while maintaining sufficient investment in our growth initiatives to best position us to succeed in the long-term.  While we are pleased with the resilience we’re seeing, we have little visibility into the broader economic situation, specifically the depth of the downturn and the length of the recovery, which makes providing detailed financial guidance for the full year impractical at this time. As a result, we intend to continue to provide quarterly guidance but are suspending our full year outlook until the impact to our business from the pandemic becomes clearer. Our outlook for Q2 is as follows: We expect basic and diluted weighted average shares outstanding to be approximately 139 million for the second quarter of 2020. You can find a comprehensive explanation of non-GAAP measures at the end of this shareholder letter.   Q2 2020 Revenue (growth at mid-point %) $87M to $90M 18% YoY Non-GAAP  operating margin 0% to 2%  In Colorado, the Town of Breckenridge is using SurveyMonkey to help administer a grant fund to provide rent support for businesses forced to shut down during the peak of the tourist season. The town’s community development department was able to deploy the program through our software in just four days and had more than 75 applications in process just twenty-hours after launch.

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Closing We are proud of how our team stepped up in these extraordinary circumstances to support our customers and to drive strong Q1 financial performance. We saw further validation in the quarter that our business is resilient, our products matter now more than ever, and our strategy is sound. We are taking a prudent approach to optimizing the business for free cash flow in the short-term while maintaining sufficient investment in our growth initiatives to best position us to succeed beyond 2020.  We are doing everything we can to keep our employees and their families safe while, at the same time, focusing on execution on behalf of our customers, partners and shareholders. We’re proud of how our team bonded to support each other, our customers and our shareholders. None of us can say when ‘normal’ life will return and how the economy will absorb this shock. But we know this: there is a lot of resilience in our company, community, customer base, nation, and world. Our employees and our products are rising to meet the moment and SurveyMonkey is positioned to succeed in the long-term.  Conference Call Information We will host a conference call today to discuss our Q1 2020 financial results. This call is scheduled to begin at 2:00 pm PT / 5:00 pm ET and can be accessed by dialing (866) 417-2046 or (409) 217-8231. To listen to a live audio webcast, please visit SurveyMonkey’s Investor Relations website at investor.surveymonkey.com. A replay of the audio webcast will be available on the same website following the call. A telephonic replay will be available through May 14, 2020 by dialing (855) 859-2056 or (404) 537-3406 and entering passcode 7289852#. From all of us at SurveyMonkey, please stay safe and prioritize your health. Sincerely,  Zander Lurie CEO Tom Hale President Contacts: Investor Relations:Media: Gary J. Fuges, CFA Lara Sasken investors@surveymonkey.comlsasken@surveymonkey.com Debbie Clifford CFO Our mission   Power the Curious: We help curious organizations transform feedback into business intelligence that drives growth and innovation Our business is resilient Our products matter now more than ever Our strategy is sound

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SVMK INC.CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands) March 31, 2020 December 31, 2019 Assets Current assets: Cash and cash equivalents $144,621 $131,035 Accounts receivable, net 19,147 17,795 Deferred commissions, current 3,359 3,078 Prepaid expenses and other current assets 10,300 9,382 Total current assets 177,427 161,290 Property and equipment, net 31,204 35,072 Operating lease right-of-use assets 59,983 63,904 Capitalized internal-use software, net 32,901 33,156 Acquisition intangible assets, net 29,565 33,150 Goodwill 461,395 462,927 Deferred commissions, non-current 5,828 5,384 Other assets 8,779 9,376 Total assets $807,082 $804,259 Liabilities and stockholders’ equity Current liabilities: Accounts payable $5,912 $2,677 Accrued expenses and other current liabilities 16,216 16,077 Accrued compensation 13,428 24,031 Deferred revenue, current 150,986 139,990 Operating lease liabilities, current 7,582 8,381 Debt, current 1,900 1,900 Total current liabilities 196,024 193,056 Deferred revenue, non-current 1,032 1,015 Deferred tax liabilities 4,961 4,870 Debt, non-current 213,141 213,616 Operating lease liabilities, non-current 78,795 82,668 Other non-current liabilities 5,738 7,050 Total liabilities 499,691 502,275 Commitments and contingencies Stockholders’ equity: Preferred stock — — Common stock 1 1 Additional paid-in capital 737,236 705,143 Accumulated other comprehensive loss (2,880) (444)Accumulated deficit (426,966) (402,716)Total stockholders’ equity 307,391 301,984 Total liabilities and stockholders’ equity $807,082 $804,259

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SVMK INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months EndedMarch 31, (in thousands, except per share amounts) 2020 2019 Revenue $88,265 $68,641 Cost of revenue (1)(2) 19,944 17,530 Gross profit 68,321 51,111 Operating expenses: Research and development (1) 26,557 20,806 Sales and marketing (1)(2) 42,091 26,050 General and administrative (1) 21,932 20,556 Restructuring — (66)Total operating expenses 90,580 67,346 Loss from operations (22,259) (16,235)Interest expense 3,086 3,659 Other non-operating (income) expense, net (1,236) (1,979)Loss before income taxes (24,109) (17,915)Provision for (benefit from) income taxes 141 (138)Net loss $(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 136,911 126,786 (1)Includes stock-based compensation, net of amounts capitalized as follows: Three Months EndedMarch 31, (in thousands) 2020 2019 Cost of revenue $960 $1,096 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 EndedMarch 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

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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

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SVMK INC.RECONCILIATION OF GAAP TO NON-GAAP DATA (unaudited) (1)Reconciliation of GAAP to Non-GAAP (Loss) Income from Operations Three Months EndedMarch 31, (in thousands, except percentages) 2020 2019 GAAP Loss from operations $(22,259) $(16,235)GAAP Operating margin (25)% (24)%Stock-based compensation, net 17,502 15,111 Amortization of acquisition intangible assets 3,368 1,025 Restructuring — (66)Non-GAAP Loss from operations $(1,389) $(165)Non-GAAP Operating margin (2)% —%Reconciliation of GAAP to Non-GAAP Loss and Loss per diluted share Three Months EndedMarch 31, (in thousands, except per share amounts) 2020 2019 GAAP Net loss $(24,250) $(17,777)GAAP Net loss per diluted share $(0.18) $(0.14)Weighted-average shares used to compute GAAP net loss per diluted share 136,911 126,786 Stock-based compensation, net 17,502 15,111 Amortization of acquisition intangible assets 3,368 1,025 Restructuring — (66)Gain on sale of a private company investment (1,001) (1,001)Income tax effect on Non-GAAP adjustments (2) 97 94 Non-GAAP Net loss $(4,284) $(2,614)Non-GAAP Net loss per diluted share $(0.03) $(0.02)Weighted-average shares used to compute Non-GAAP net loss per diluted share 136,911 126,786 (1)Please see Appendix A for explanation of non-GAAP measures used.(2)Due to the full valuation allowance on our US deferred tax assets, there were no tax effects associated with the Non-GAAP adjustments for stock-based compensation, net, restructuring and gain on sale of a private company investment. Non-GAAP adjustments pertain to the income tax effects of amortization of acquisition-related intangible assets.

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SVMK INC.RECONCILIATION OF GAAP TO NON-GAAP DATA (unaudited) (1)Calculation of Free Cash Flow Three Months Ended March 31, (in thousands) 2020 2019 Net cash provided by operating activities $4,233 $7,803 Purchases of property and equipment (406) (581)Capitalized internal-use software (2,946) (3,150)Free cash flow $881 $4,072 Supplemental GAAP and Non-GAAP Information Three Months EndedMarch 31, (in thousands, except percentages) 2020 2019 GAAP Gross profit $68,321 $51,111 GAAP Gross margin 77% 74%Stock-based compensation, net 960 1,096 Amortization of acquisition intangible assets 2,010 488 Non-GAAP Gross profit $71,291 $52,695 Non-GAAP Gross margin 81% 77% GAAP Research and development $26,557 $20,806 GAAP Research and development margin 30% 30%Stock-based compensation, net 6,457 4,766 Non-GAAP Research and development $20,100 $16,040 Non-GAAP Research and development margin 23% 23% GAAP Sales and marketing $42,091 $26,050 GAAP Sales and marketing margin 48% 38%Stock-based compensation, net 4,343 2,780 Amortization of acquisition intangible assets 1,358 537 Non-GAAP Sales and marketing $36,390 $22,733 Non-GAAP Sales and marketing margin 41% 33% GAAP General and administrative $21,932 $20,556 GAAP General and administrative margin 25% 30%Stock-based compensation, net 5,742 6,469 Non-GAAP General and administrative $16,190 $14,087 Non-GAAP General and administrative margin 18% 21%(1)Please see Appendix A for explanation of non-GAAP measures used.

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APPENDIX ASVMK INC.EXPLANATION OF NON-GAAP MEASURESTo supplement our condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP (“GAAP”), we use the following Non-GAAP financial measures: Non-GAAP income from operations, Non-GAAP operating margin, Non-GAAP net loss, Non-GAAP net loss per share, Non-GAAP gross profit, Non-GAAP gross margin, Non-GAAP research and development, Non-GAAP research and development margin, Non-GAAP sales and marketing, Non-GAAP sales and marketing margin, Non-GAAP general and administrative, Non-GAAP general and administrative margin, adjusted EBITDA, free cash flow and unlevered free cash flow. Our definition for each Non-GAAP measure used is provided below, however a limitation of Non-GAAP financial measures are that they do not have uniform definitions. Accordingly, our definitions for Non-GAAP measures used will likely differ from similarly titled Non-GAAP measures used by other companies thereby limiting comparability. With regards to the Non-GAAP guidance provided above, a reconciliation to the corresponding GAAP amounts are not provided as the quantification of certain items excluded from each respective Non-GAAP measure, which may be significant, cannot be reasonably calculated or predicted at this time without unreasonable efforts. For example, the Non-GAAP adjustment for stock-based compensation expense, net, requires additional inputs such as number of shares granted and market price that are not currently ascertainable.Non-GAAP income from operations, Non-GAAP operating margin: We define Non-GAAP income from operations as GAAP loss from operations excluding stock-based compensation, net, amortization of acquisition intangible assets and restructuring. Non-GAAP operating margin is defined as Non-GAAP income from operations divided by revenue.Non-GAAP net loss, Non-GAAP net loss per share: We define Non-GAAP net loss as GAAP net loss excluding stock-based compensation, net, amortization of acquisition intangible assets, restructuring and gain on sale of a private company investment. Non-GAAP net loss per share is defined as Non-GAAP net loss divided by the weighted-average shares outstanding.Non-GAAP gross profit, Non-GAAP gross margin: We define Non-GAAP gross profit as GAAP gross profit excluding stock-based compensation, net and amortization of acquisition intangible assets. Non-GAAP gross margin is defined as Non-GAAP gross profit divided by revenue.Non-GAAP research and development, Non-GAAP research and development margin: We define Non-GAAP research and development as GAAP research and development excluding stock-based compensation, net. Non-GAAP research and development margin is defined as Non-GAAP research and development divided by revenue.Non-GAAP sales and marketing, Non-GAAP sales and marketing margin: We define Non-GAAP sales and marketing as GAAP sales and marketing excluding stock-based compensation, net and amortization of acquisition intangible assets. Non-GAAP sales and marketing margin is defined as Non-GAAP sales and marketing divided by revenue.Non-GAAP general and administrative, Non-GAAP general and administrative margin: We define Non-GAAP general and administrative as GAAP general and administrative excluding stock-based compensation, net. Non-GAAP general and administrative margin is defined as Non-GAAP general and administrative divided by revenue.We use these Non-GAAP measures to compare and evaluate our operating results across periods in order to manage our business, for purposes of determining executive and senior management incentive compensation, and for budgeting and developing our strategic operating plans. We believe that these Non-GAAP measures provide useful information about our operating results, enhance the overall understanding of our past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by our management in evaluating our financial performance and for operational decision making, but they are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. We have excluded the effect of the following items from the aforementioned Non-GAAP measures because they are non-cash and/or are non-recurring in nature and because we believe that the Non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. We further believe this measure is useful to investors in that it allows for greater transparency to certain line items in our financial statements and facilitates comparisons to historical operating results and comparisons to peer operating results. A description of the Non-GAAP adjustments for the above measures is as follows:

Slide 18

Stock-based compensation, net: We incur stock based-compensation expense on a GAAP basis resulting from equity awards granted to our employees. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to the revenues earned during the periods presented and also believe it will contribute to the generation of future period revenues, we continue to evaluate our business performance excluding stock-based compensation expenses. Stock-based compensation expenses will recur in future periods. Amortization of intangible assets: We incur amortization expense on intangible assets on a GAAP basis resulting from prior acquisitions. Amortization of acquired intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of any acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of acquired intangible assets will recur in future periods. Restructuring: Restructuring expenses consist of employee severance and other exit costs. We believe it is useful for investors to understand the effects of these items on our total operating expenses. We expect that restructuring costs will generally diminish over time with respect to past acquisitions and/or strategic initiatives. However, we may incur these expenses in future periods in connection with any new acquisitions and/or strategic initiatives.Gain on sale of a private company investment: Gain on sale of a private company investment because it was recognized on a GAAP basis resulting from the sale of certain corporate assets. We expect that such transactions will be infrequent in occurrence and are therefore excluded from our Non-GAAP results as they do not otherwise relate to our core business operations.For more information on the Non-GAAP financial measures, please see the “Reconciliation of GAAP to Non-GAAP Data” section of this press release. The accompanying tables provide details on the GAAP financial measures that are most directly comparable to the Non-GAAP financial measures and the related reconciliations between those financial measures. Free cash flow: We define free cash flow as GAAP net cash provided by operating activities less purchases of property and equipment and capitalized internal-use software. We consider free cash flow to be an important measure because it measures our liquidity after deducting capital expenditures for purchases of property and equipment and capitalized software development costs, which we believe provides a more accurate view of our cash generation and cash available to grow our business. We expect to generate positive free cash flow over the long term. Free cash flow has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by operating activities. Some of the limitations of free cash flow are that free cash flow does not reflect our future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.Safe Harbor Statement“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This shareholder letter may contain forward-looking statements about our financial outlook, outstanding shares, products, including our investments in products, technology and other key strategic areas. The achievement of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, the company’s results could differ materially from the results expressed or implied by the forward-looking statements the company makes.The risks and uncertainties referred to above include - but are not limited to - risks related to the COVID-19 coronavirus pandemic, our ability to retain and upgrade customers; our revenue growth rate; our brand; our marketing strategies; our self-serve business model; the length of our sales cycles; the growth and development of our salesforce; security measures; expectations regarding our ability to timely and effectively scale and adapt existing technology and network infrastructure to ensure that our products and services are accessible at all times; competition; our debt; revenue recognition; our ability to manage our growth; our culture and talent; our data centers; privacy, security and data transfer concerns, as well as changes in regulations, which could impact our ability to serve our customers or curtail our monetization efforts; litigation and regulatory issues; expectations regarding the return on our strategic investments; execution of our plans and strategies, including with respect to mobile products and features and expansion into new areas and businesses; our international operations; intellectual property; the application of U.S. and international tax laws on our tax structure and any changes to such tax laws; acquisitions we have made or may make in the future; the price volatility of our common stock; and general economic conditions.Further information on these and other factors that could affect our financial results are included in documents filed with the Securities and Exchange Commission from time to time, including the section entitled “Risk Factors” in the

Slide 19

Quarterly Report on Form 10-Q that will be filed for the quarter ended March 31, 2020, which should be read in conjunction with these financial results. These documents are or will be available on the SEC Filings section of our Investor Relations website page at investor.surveymonkey.com. All information provided in this release and in the attachments is as of May 7, 2020, and we undertake no obligation to update this information.

Slide 20


The following information was filed by Svmk Inc. (SVMK) on Thursday, May 7, 2020 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-Q Quarterly Report statement of earnings and operation as management may choose to highlight particular information in the press release.

 

 

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
$0.00001 per share

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

 

 

 

 

Page

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements (unaudited)

 

4

 

Condensed Consolidated Balance Sheets

 

4

 

Condensed Consolidated Statements of Operations

 

5

 

Condensed Consolidated Statements of Comprehensive Loss

 

6

 

Condensed Consolidated Statements of Stockholders’ Equity

 

7

 

Condensed Consolidated Statements of Cash Flows

 

8

 

Notes to Condensed Consolidated Financial Statements

 

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

34

Item 4.

Controls and Procedures

 

35

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

36

Item 1A.

Risk Factors

 

36

Item 2.

Unregistered Sales of Equity Securities

 

67

Item 6.

Exhibits

 

68

 

Signatures

 

 

 

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:

 

our ability to attract new users or convert registered users to paying users;

 

our ability to retain paying users;

 

our ability to convert organizations to SurveyMonkey Enterprise customers;

 

our ability to maintain and improve our products, including our enterprise-grade product offering through our recent acquisitions;

 

our ability to upsell and cross-sell within our existing customer and user base;

 

our future financial performance, including trends in revenue, costs of revenue, gross profit or gross margin, operating expenses, capital expenditures and paying users;

 

possible harm caused by significant disruption of service or loss or unauthorized access to users’ data;

 

our expectations regarding the potential impacts on our business of the outbreak of the novel coronavirus (COVID-19);

 

our ability to prevent serious errors or defects in our products;

 

our ability to respond to rapid technological changes;

 

our ability to compete successfully;

 

our ability to protect our brand;

 

the demand for our survey platform or for survey software solutions in general;

 

our expectations and management of future growth;

 

our ability to accelerate growth with the introduction and scaling of a significant outbound salesforce;

 

our ability to attract large organizations as users;

 

our ability to attract and retain key personnel and highly qualified personnel;

 

our ability to manage our international expansion;

 

our ability to obtain adequate commercial space as our workforce grows;

 

our ability to maintain, protect and enhance our intellectual property;

 

our ability to effectively integrate our products and solutions with others;

 

our ability to achieve or maintain profitability;

 

our ability to manage our outstanding indebtedness;

 

our ability to successfully identify, acquire and integrate companies and assets;

 

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

 

 

December 31, 2019

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

144,621

 

 

$

131,035

 

Accounts receivable, net of allowance of $369 and $162

 

 

19,147

 

 

 

17,795

 

Deferred commissions, current

 

 

3,359

 

 

 

3,078

 

Prepaid expenses and other current assets

 

 

10,300

 

 

 

9,382

 

Total current assets

 

 

177,427

 

 

 

161,290

 

Property and equipment, net

 

 

31,204

 

 

 

35,072

 

Operating lease right-of-use assets

 

 

59,983

 

 

 

63,904

 

Capitalized internal-use software, net

 

 

32,901

 

 

 

33,156

 

Acquisition intangible assets, net

 

 

29,565

 

 

 

33,150

 

Goodwill

 

 

461,395

 

 

 

462,927

 

Deferred commissions, non-current

 

 

5,828

 

 

 

5,384

 

Other assets

 

 

8,779

 

 

 

9,376

 

Total assets

 

$

807,082

 

 

$

804,259

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

5,912

 

 

$

2,677

 

Accrued expenses and other current liabilities

 

 

16,216

 

 

 

16,077

 

Accrued compensation

 

 

13,428

 

 

 

24,031

 

Deferred revenue, current

 

 

150,986

 

 

 

139,990

 

Operating lease liabilities, current

 

 

7,582

 

 

 

8,381

 

Debt, current

 

 

1,900

 

 

 

1,900

 

Total current liabilities

 

 

196,024

 

 

 

193,056

 

Deferred revenue, non-current

 

 

1,032

 

 

 

1,015

 

Deferred tax liabilities

 

 

4,961

 

 

 

4,870

 

Debt, non-current

 

 

213,141

 

 

 

213,616

 

Operating lease liabilities, non-current

 

 

78,795

 

 

 

82,668

 

Other non-current liabilities

 

 

5,738

 

 

 

7,050

 

Total liabilities

 

 

499,691

 

 

 

502,275

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock ($0.00001 par value; 100,000 shares authorized; no shares issued and outstanding)

 

 

 

 

 

 

Common stock ($0.00001 par value; 800,000 shares authorized; 138,070 and 136,054 shares issued and outstanding)

 

 

1

 

 

 

1

 

Additional paid-in capital

 

 

737,236

 

 

 

705,143

 

Accumulated other comprehensive loss

 

 

(2,880

)

 

 

(444

)

Accumulated deficit

 

 

(426,966

)

 

 

(402,716

)

Total stockholders’ equity

 

 

307,391

 

 

 

301,984

 

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)

 

 

 

Three Months Ended March 31,

 

(in thousands, except per share amounts)

 

2020

 

 

2019

 

Revenue

 

$

88,265

 

 

$

68,641

 

Cost of revenue(1)(2)

 

 

19,944

 

 

 

17,530

 

Gross profit

 

 

68,321

 

 

 

51,111

 

Operating expenses:

 

 

 

 

 

 

 

 

Research and development(1)

 

 

26,557

 

 

 

20,806

 

Sales and marketing (1)(2)

 

 

42,091

 

 

 

26,050

 

General and administrative(1)

 

 

21,932

 

 

 

20,556

 

Restructuring

 

 

 

 

 

(66

)

Total operating expenses

 

 

90,580

 

 

 

67,346

 

Loss from operations

 

 

(22,259

)

 

 

(16,235

)

Interest expense

 

 

3,086

 

 

 

3,659

 

Other non-operating (income) expense, net

 

 

(1,236

)

 

 

(1,979

)

Loss before income taxes

 

 

(24,109

)

 

 

(17,915

)

Provision for (benefit from) income taxes

 

 

141

 

 

 

(138

)

Net loss

 

$

(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

 

 

136,911

 

 

 

126,786

 

 

 

(1)

Includes stock-based compensation, net of amounts capitalized as follows:

 

 

 

Three Months Ended March 31,

 

(in thousands)

 

2020

 

 

2019

 

Cost of revenue

 

$

960

 

 

$

1,096

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 single 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