8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2022

HUBSPOT, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36680	20-2632791
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
25 First Street, Cambridge, Massachusetts		02141
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 482-7768

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.001 per share	HUBS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 10, 2022, HubSpot, Inc. (the “Company”) issued a press release announcing its financial results and other information for the quarter and year ended December 31, 2021. The full text of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information under this Item 2.02, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of HubSpot, Inc. dated February 10, 2022 furnished herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HubSpot, Inc.
February 10, 2022	By:	/s/ Kate Bueker
		Name: Kate Bueker
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

 

HubSpot Reports Q4 and Full Year 2021 Results

CAMBRIDGE, MA (February 10, 2022) — HubSpot, Inc. (NYSE: HUBS), the customer relationship management (CRM) platform for scaling companies, today announced financial results for the fourth quarter and full year ended December 31, 2021.

Financial Highlights:

Revenue

Fourth Quarter 2021:

●Total revenue was $369.3 million, up 47% compared to Q4'20.

oSubscription revenue was $358.7 million, up 47% compared to Q4'20.

oProfessional services and other revenue was $10.7 million, up 38% compared to Q4'20.

Full Year 2021:

●Total revenue was $1.30 billion, up 47% compared to 2020.

oSubscription revenue was $1.26 billion, up 48% compared to 2020.

oProfessional services and other revenue was $42.3 million, up 41% compared to 2020.

Operating Income (Loss)

Fourth Quarter 2021:

●GAAP operating margin was (2.2%), compared to (3.0%) in Q4'20.

●Non-GAAP operating margin was 10.3%, compared to 9.8% in Q4'20.

●GAAP operating loss was ($8.2) million, compared to ($7.6) million in Q4'20.

●Non-GAAP operating income was $38.2 million, compared to $24.6 million in Q4'20.

Full Year 2021:

●GAAP operating margin was (4.2%), compared to (5.8%) in 2020.

●Non-GAAP operating margin was 9.0%, compared to 8.5% in 2020.

●GAAP operating loss was ($54.8) million, compared to ($50.8) million in 2020.

●Non-GAAP operating income was $117.6 million, compared to $74.9 million in 2020.

Net Income (Loss)

Fourth Quarter 2021:

●GAAP net loss was ($16.4) million, or ($0.35) per basic and diluted share, compared to ($15.4) million, or ($0.34) per basic and diluted share in Q4'20.

●Non-GAAP net income was $29.6 million, or $0.63 per basic and $0.58 per diluted share, compared to $20.1 million, or $0.44 per basic and $0.40 per diluted share in Q4'20.

●Weighted average basic and diluted shares outstanding for GAAP net loss per share was 47.3 million, compared to 46.0 million basic and diluted shares in Q4'20.

●Weighted average basic and diluted shares outstanding for non-GAAP net income per share was 47.3 million and 50.9 million respectively, compared to 46.0 million and 49.9 million, respectively in Q4'20.

Full Year 2021:

●GAAP net loss was ($77.8) million, or ($1.66) per basic and diluted share, compared to ($85.0) million, or ($1.90) per basic and diluted share in 2020.

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●Non-GAAP net income was $92.5 million, or $1.97 per basic and $1.82 per diluted share, compared to $64.5 million, or $1.44 per basic and $1.32 per diluted share in 2020.

●Weighted average basic and diluted shares outstanding for GAAP net loss per share was 46.9 million, compared to 44.8 million basic and diluted shares in 2020.

●Weighted average basic and diluted shares outstanding for non-GAAP net income per share was 46.9 million and 50.7 million respectively, compared to 44.8 million and 48.7 million, respectively in 2020.

Balance Sheet and Cash Flow

•The company’s cash, cash equivalents, and short-term and long-term investments balance was $1.37 billion as of December 31, 2021.

●During the fourth quarter, the company generated $97.2 million of operating cash flow, excluding the $2.0 million used for the repayment of our convertible notes, compared to $61.3 million during Q4'20, which excluded the $0.4 million used for the repayment of our convertible notes.

●During the fourth quarter, the company generated $78.3 million of free cash flow, compared to $45.8 million during Q4'20.

●The company generated $265.2 million of operating cash flow during 2021, excluding the $26.4 million used for the repayment of our convertible notes, compared to $138.0 million during 2020, which excluded the $49.0 million used for the repayment of our convertible notes.

●The company generated $203.3 million of free cash flow during 2021, compared to $79.1 million during 2020.

Additional Recent Business Highlights

●Grew Customers to 135,442 at December 31, 2021, up 30% from December 31, 2020.

●Average Subscription Revenue Per Customer was $10,875 during the fourth quarter of 2021, up 11% compared to the fourth quarter of 2020.

“I am incredibly proud of how the HubSpot team was able to adapt and execute in 2021 to deliver a truly exceptional year,” said Yamini Rangan, Chief Executive Officer at HubSpot. “We went into 2021 with the goal of becoming the #1 CRM platform for scaling companies, and we made significant progress by staying focused on our key strategic priorities. 2022 will be a year of sustained focus and consistency as we continue to invest in those priorities.”

Business Outlook
Based on information available as of February 10, 2022, HubSpot is issuing guidance for the first quarter of 2022 and full year 2022 as indicated below.

First Quarter 2022:

•Total revenue is expected to be in the range of $381 million to $383 million.

•Non-GAAP operating income is expected to be in the range of $30 million to $31 million.

•Non-GAAP net income per common share is expected to be in the range of $0.46 to $0.48. This assumes approximately 51.3 million weighted average diluted shares outstanding.

Full Year 2022:

•Total revenue is expected to be in the range of $1.72 billion to $1.73 billion.

•Non-GAAP operating income is expected to be in the range of $155 million to $157 million.

•Non-GAAP net income per common share is expected to be in the range of $2.34 to $2.42. This assumes approximately 51.5 million weighted average diluted shares outstanding.

Use of Non-GAAP Financial Measures

In our earnings press releases, conference calls, slide presentations, and webcasts, we may use or discuss non-GAAP financial measures, as defined by Regulation G. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between each non-GAAP financial measure and

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the comparable GAAP financial measure, are included in this press release after the consolidated financial statements. Our earnings press releases containing such non-GAAP reconciliations can be found in the Investors section of our website ir.hubspot.com.

Conference Call Information

HubSpot will host a conference call on Thursday February 10, 2022 at 4:30 p.m. Eastern Time (ET) to discuss the company’s fourth quarter and full year 2021 financial results and its business outlook. To register for this conference call, please use this dial in registration link or visit HubSpot's Investor Relations website at ir.hubspot.com. After registering, a confirmation email will be sent, including dial-in details and a unique code for entry. Participants who wish to register for the conference call webcast please use this link.

Following the conference call, a replay will be available at (800) 770-2030 (domestic) or (647) 362-9199 (international). The replay passcode is 41811. An archived webcast of this conference call will also be available on HubSpot's Investor Relations website at ir.hubspot.com.

The company has used, and intends to continue to use, the investor relations portion of its website as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD.

About HubSpot
HubSpot is a leading CRM platform that provides software and support to help companies grow better. The platform includes marketing, sales, service, operations, and website management products that start free and scale to meet our customers' needs at any stage of growth. Today, over 135,000 customers across more than 120 countries use HubSpot's powerful and easy-to-use tools and integrations to attract, engage, and delight customers. Learn more at www.hubspot.com.

Cautionary Language Concerning Forward-Looking Statements
This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s expectations of future financial and operational performance and operational expenditures, expected growth, and business outlook, including our financial guidance for the first fiscal quarter of and full year 2022; and statements regarding our positioning for future growth and market leadership; statements regarding expected market trends, future priorities and related investments, and opportunities. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, risks associated with our history of losses; our ability to retain existing customers and add new customers; the continued growth of the market for a CRM platform; our ability to differentiate our platform from competing products and technologies; our ability to manage our growth effectively to maintain our high level of service; our ability to maintain and expand relationships with our solutions partners; our ability to successfully recruit and retain highly-qualified personnel; the price volatility of our common stock; the impact of COVID-19 on our business, the broader economy, our workforce and operations, and our ability to forecast our future financial performance as a result of COVID-19; and other risks set forth under the caption “Risk Factors” in our SEC filings. We assume no obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

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Consolidated Balance Sheets

(in thousands)

	December 31,			December 31,
	2021			2020
Assets
Current assets:
Cash and cash equivalents	$	377,013		$	378,123
Short-term investments		820,962			873,073
Accounts receivable		157,362			126,433
Deferred commission expense		59,849			44,576
Prepaid expenses and other current assets		38,388			34,716
Total current assets		1,453,574			1,456,921
Long-term investments		174,895			30,697
Property and equipment, net		96,134			101,123
Capitalized software development costs, net		39,858			24,943
Right-of-use assets		280,828			275,893
Deferred commission expense, net of current portion		42,681			28,296
Other assets		29,244			13,893
Intangible assets, net		10,565			10,282
Goodwill		47,075			31,318
Total assets	$	2,174,854		$	1,973,366
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,773		$	13,540
Accrued compensation costs		63,836			44,054
Accrued expenses and other current liabilities		74,457			37,184
Convertible senior notes		19,630			7,837
Operating lease liabilities		26,364			30,020
Deferred revenue		430,414			312,866
Total current liabilities		617,474			445,501
Operating lease liabilities, net of current portion		283,873			279,664
Deferred revenue, net of current portion		4,473			3,636
Other long-term liabilities		12,134			10,811
Convertible senior notes, net of current portion		383,101			471,099
Total liabilities		1,301,055			1,210,711
Stockholders’ equity:
Common stock		47			46
Additional paid-in capital		1,436,089			1,241,167
Accumulated other comprehensive (loss) income		(1,339	)		4,603
Accumulated deficit		(560,998	)		(483,161	)
Total stockholders’ equity		873,799			762,655
Total liabilities and stockholders’ equity	$	2,174,854		$	1,973,366

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Consolidated Statements of Operations

(in thousands, except per share data)

	For the Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
Revenues:
Subscription	$	358,657		$	244,323		$	1,258,319		$	853,025
Professional services and other		10,652			7,742			42,339			30,001
Total revenue		369,309			252,065			1,300,658			883,026
Cost of revenues:
Subscription		58,599			37,369			211,132			130,685
Professional services and other		13,040			9,925			47,725			36,274
Total cost of revenues		71,639			47,294			258,857			166,959
Gross profit		297,670			204,771			1,041,801			716,067
Operating expenses:
Research and development		82,997			55,564			301,970			205,589
Sales and marketing		180,845			127,851			649,681			452,081
General and administrative		42,065			28,997			144,949			109,225
Total operating expenses		305,907			212,412			1,096,600			766,895
Loss from operations		(8,237	)		(7,641	)		(54,799	)		(50,828	)
Other expense:
Interest income		126			623			1,173			7,773
Interest expense		(5,905	)		(7,226	)		(30,282	)		(37,049	)
Other (expense) income		(974	)		441			10,090			(711	)
Total other expense		(6,753	)		(6,162	)		(19,019	)		(29,987	)
Loss before income tax expense		(14,990	)		(13,803	)		(73,818	)		(80,815	)
Income tax expense		(1,380	)		(1,613	)		(4,019	)		(4,216	)
Net loss	$	(16,370	)	$	(15,416	)	$	(77,837	)	$	(85,031	)
Net loss per share, basic and diluted	$	(0.35	)	$	(0.34	)	$	(1.66	)	$	(1.90	)
Weighted average common shares used in   computing basic and diluted net loss per share:		47,304			45,983			46,891			44,757

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Consolidated Statements of Cash Flows

(in thousands)

	For the Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
Operating Activities:
Net loss		(16,370	)	$	(15,416	)	$	(77,837	)	$	(85,031	)
Adjustments to reconcile net loss to net cash and cash equivalents provided    by operating activities
Depreciation and amortization		11,970			9,993			45,159			37,060
Stock-based compensation		45,914			31,466			166,761			121,488
Loss on early extinguishment of 2022 Convertible Notes		68			14			4,892			10,507
Repayment of 2022 Convertible Notes attributable to the debt discount		(1,971	)		(373	)		(26,428	)		(49,048	)
Gain on strategic investments		(2	)	—				(11,741	)	—
Gain on termination of operating leases	—			—				(4,276	)	—
Loss on disposal of fixed assets	—			—				6,468		—
Benefit from deferred income taxes		(1,548	)		(1,449	)		(2,869	)		(2,185	)
Amortization of debt discount and issuance costs		5,393			6,702			23,507			24,890
Amortization (accretion) of bond discount		1,332			59			4,275			(3,657	)
Unrealized currency translation		701			(831	)		1,304			(952	)
Changes in assets and liabilities
Accounts receivable		(31,859	)		(29,592	)		(34,107	)		(29,971	)
Prepaid expenses and other assets		6,072			5,570			(1,077	)		(17,026	)
Deferred commission expense		(8,189	)		(7,937	)		(32,560	)		(19,288	)
Right-of-use assets		4,470			8,824			31,418			31,406
Accounts payable		1,343			627			(10,608	)		3,697
Accrued expenses and other liabilities		20,025			12,240			58,209			26,020
Operating lease liabilities		(3,056	)		(10,105	)		(29,478	)		(31,621	)
Deferred revenue		60,891			51,133			127,716			72,624
Net cash and cash equivalents provided by operating activities		95,184			60,925			238,728			88,913
Investing Activities:
Purchases of investments		(447,431	)		(139,915	)		(1,484,762	)		(1,517,357	)
Maturities of investments		446,722			338,961			1,387,498			1,352,231
Sale of investments	—			—			—				10,932
Equity method investment	—			—				(3,100	)	—
Acquisition of a business, net of cash acquired	—			—				(16,810	)	—
Purchases of property and equipment		(11,327	)		(9,521	)		(28,726	)		(37,274	)
Proceeds from sale of strategic investments		12,620						12,620
Capitalization of software development costs		(7,501	)		(5,955	)		(33,139	)		(21,599	)
Purchases of strategic investments		(2,887	)		(500	)		(13,089	)		(2,500	)
Net cash and cash equivalents (used in) provided by investing activities		(9,804	)		183,070			(179,508	)		(215,567	)
Financing Activities:
Proceeds from issuance of 2025 Convertible Notes, net of issuance costs paid   of $9.9 million	—			—			—				450,123
Proceeds from settlement of Convertible Note Hedges related to the 2022   Convertible Notes		8,256			1,062			8,985			363,554
Payments for settlement of Warrants related to the 2022 Convertible Notes	—			—			—				(327,543	)
Repayment of 2022 Convertible Notes attributable to the principal		(9,097	)		(1,627	)		(89,525	)		(235,993	)
Payments for Capped Call Options related to the 2025 Convertible Notes	—			—			—				(50,600	)
Employee taxes paid related to the net share settlement of stock-based awards		(5,711	)		(2,787	)		(17,439	)		(7,424	)
Proceeds related to the issuance of common stock under stock plans		12,386			8,115			46,510			30,371
Repayments of finance lease obligations	—			—			—				(28	)
Net cash and cash equivalents provided by (used in) financing   activities		5,834			4,763			(51,469	)		222,460
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(2,535	)		4,470			(8,861	)		6,831
Net increase in cash, cash equivalents and restricted cash		88,679			253,228			(1,110	)		102,637
Cash, cash equivalents and restricted cash, beginning of period		291,363			127,924			381,152			278,515
Cash, cash equivalents and restricted cash, end of period	$	380,042		$	381,152		$	380,042		$	381,152

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Reconciliation of non-GAAP operating income and operating margin

(in thousands, except percentages)

	Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
GAAP operating loss	$	(8,237	)	$	(7,641	)	$	(54,799	)	$	(50,828	)
Stock-based compensation		45,914			31,466			166,761			121,488
Amortization of acquired intangible assets		318			159			1,326			2,419
Acquisition related expenses		170			640			2,087			1,832
Gain on termination of operating leases		—			—			(4,276	)		—
Loss on disposal of fixed assets		—			—			6,468			—
Non-GAAP operating income	$	38,165		$	24,624		$	117,567		$	74,911
GAAP operating margin		(2.2	%)		(3.0	%)		(4.2	%)		(5.8	%)
Non-GAAP operating margin		10.3	%		9.8	%		9.0	%		8.5	%

Reconciliation of non-GAAP net income

(in thousands, except per share amounts)

	Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
GAAP net loss	$	(16,370	)		(15,416	)	$	(77,837	)	$	(85,031	)
Stock-based compensation		45,914			31,466			166,761			121,488
Amortization of acquired intangibles assets		318			159			1,326			2,419
Acquisition related expenses		170			640			2,087			1,832
Gain on termination of operating leases		—			—			(4,276	)		—
Loss on disposal of fixed assets		—			—			6,468			—
Non-cash interest expense for amortization of debt discount   and debt issuance costs		5,393			6,702			23,507			24,890
(Gain on) impairment of strategic investments		(2	)		—			(11,741	)		250
Loss on early extinguishment of 2022 Convertible Notes		68			14			4,892			10,507
Loss on equity method investment		150			—			371			—
Income tax effects of non-GAAP items		(6,024	)		(3,423	)		(19,096	)		(11,898	)
Non-GAAP net income	$	29,617			20,142		$	92,462		$	64,457
Non-GAAP net income per share:
Basic	$	0.63		$	0.44		$	1.97		$	1.44
Diluted	$	0.58		$	0.40		$	1.82		$	1.32
Shares used in non-GAAP per share calculations
Basic		47,304			45,983			46,891			44,757
Diluted		50,888			49,922			50,694			48,739

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Reconciliation of non-GAAP expense and expense as a percentage of revenue

(in thousands, except percentages)

	Three Months Ended December 31,
	2021															2020
	COS, Subs- cription			COS, Prof. services & other			R&D			S&M			G&A			COS, Subs- cription			COS, Prof. services & other			R&D			S&M			G&A
GAAP expense	$	58,599		$	13,040		$	82,997		$	180,845		$	42,065		$	37,369		$	9,925		$	55,564		$	127,851		$	28,997
Stock -based compensation		(1,742	)		(821	)		(16,600	)		(17,511	)		(9,240	)		(1,294	)		(651	)		(10,303	)		(13,568	)		(5,650	)
Amortization of acquired   intangible assets		(228	)		—			—			(90	)		—			(139	)		—			—			(20	)		—
Acquisition related expenses		—			—			(131	)		—			(39	)		—			—			(285	)		—			(355	)
Non-GAAP expense	$	56,629		$	12,219		$	66,266		$	163,244		$	32,786		$	35,936		$	9,274		$	44,976		$	114,263		$	22,992
GAAP expense as a   percentage of revenue		15.9	%		3.5	%		22.5	%		49.0	%		11.4	%		14.8	%		3.9	%		22.0	%		50.7	%		11.5	%
Non-GAAP expense as a   percentage of revenue		15.3	%		3.3	%		17.9	%		44.2	%		8.9	%		14.3	%		3.7	%		17.8	%		45.3	%		9.1	%

	Year Ended December 31,
	2021															2020
	COS, Subs- cription			COS, Prof. services & other			R&D			S&M			G&A			COS, Subs- cription			COS, Prof. services & other			R&D			S&M			G&A
GAAP expense	$	211,132		$	47,725		$	301,970		$	649,681		$	144,949		$	130,685		$	36,274		$	205,589		$	452,081		$	109,225
Stock -based compensation		(6,297	)		(3,092	)		(61,614	)		(67,413	)		(28,345	)		(4,408	)		(2,536	)		(39,366	)		(50,552	)		(24,626	)
Amortization of acquired   intangible assets		(937	)		—			—			(389	)		—			(2,340	)		—			—			(79	)		—
Acquisition related expenses		—			—			(1,152	)		(367	)		(568	)		—			—			(1,287	)		—			(545	)
Gain on termination of   operating leases		395			275			1,346			1,839			421			—			—			—			—			—
Loss on disposal of fixed assets		(600	)		(415	)		(2,036	)		(2,781	)		(636	)		—			—			—			—			—
Non-GAAP expense	$	203,693		$	44,493		$	238,514		$	580,570		$	115,821		$	123,937		$	33,738		$	164,936		$	401,450		$	84,054
GAAP expense as a   percentage of revenue		16.2	%		3.7	%		23.2	%		50.0	%		11.1	%		14.8	%		4.1	%		23.3	%		51.2	%		12.4	%
Non-GAAP expense as a   percentage of revenue		15.7	%		3.4	%		18.3	%		44.6	%		8.9	%		14.0	%		3.8	%		18.7	%		45.5	%		9.5	%

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Reconciliation of non-GAAP subscription margin

(in thousands, except percentages)

	Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
GAAP subscription margin	$	300,058		$	206,954		$	1,047,187		$	722,340
Stock -based compensation		1,742			1,294			6,297			4,408
Amortization of acquired intangible assets		228			139			937			2,340
Gain on termination of operating leases		—			—			(395	)		—
Loss on disposal of fixed assets		—			—			600			—
Non-GAAP subscription margin	$	302,028		$	208,387		$	1,054,626		$	729,088
GAAP subscription margin percentage		83.7	%		84.7	%		83.2	%		84.7	%
Non-GAAP subscription margin percentage		84.2	%		85.3	%		83.8	%		85.5	%

Reconciliation of free cash flow
(in thousands)
	Three Months Ended December 31,						Year Ended December 31,
	2021			2020			2021			2020
GAAP net cash and cash equivalents provided by operating   activities	$	95,184		$	60,925		$	238,728		$	88,913
Purchases of property and equipment		(11,327	)		(9,521	)		(28,726	)		(37,274	)
Capitalization of software development costs		(7,501	)		(5,955	)		(33,139	)		(21,599	)
Repayment of 2022 Convertible Notes attributable to the debt   discount		1,971			373			26,428			49,048
Free cash flow	$	78,327		$	45,822		$	203,291		$	79,088

Reconciliation of operating cash flow

(in thousands)

	Three Months Ended December 31,				Year Ended December 31,
	2021		2020		2021		2020
GAAP net cash and cash equivalents provided by operating   activities	$	95,184	$	60,925	$	238,728	$	88,913
Repayment of 2022 Convertible Notes attributable to the debt   discount		1,971		373		26,428		49,048
Operating cash flow, excluding repayment of convertible debt	$	97,155	$	61,298	$	265,156	$	137,961

Reconciliation of forecasted non-GAAP operating income (in thousands, except percentages)
	Three Months Ended March 31, 2022		Year Ended December 31, 2022
GAAP operating income range	($16,530)-($15,530)		($146,011)-($142,011)
Stock-based compensation		46,118		297,365
Amortization of acquired intangible assets		412		1,646
Non-GAAP operating income range	$30,000-$31,000		$153,000-$157,000

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Reconciliation of forecasted non-GAAP net income and non-GAAP net income per share (in thousands, except per share amounts)
	Three Months Ended March 31, 2022		Year Ended December 31, 2022
GAAP net loss range	($20,007)-($18,757)		($158,775)-($153,775)
Stock-based compensation		46,118		297,365
Amortization of acquired intangible assets		412		1,646
Non-cash interest expense for amortization of debt issuance costs		972		2,808
Income tax effects of non-GAAP items	($4,095)-($4,345)		($22,444)-($23,444)
Non-GAAP net income range	$23,400-$24,400		$120,600-$124,600
GAAP net income per basic and diluted share	($0.42)-($0.39)		($3.28)-($3.18)
Non-GAAP net income per diluted share	$0.46-$0.48		$2.34-$2.42
Weighted average common shares used in computing GAAP basic and diluted net loss per share:		47,604		48,372
Weighted average common shares used in computing non-GAAP diluted net loss per share:		51,265		51,457

HubSpot’s estimates of stock-based compensation, amortization of acquired intangible assets, non-cash interest expense for amortization of debt issuance costs, and income tax effects of non-GAAP items assume, among other things, the occurrence of no additional acquisitions, and no further revisions to stock-based compensation and related expenses.

Non-GAAP Financial Measures
We report our financial results in accordance with accounting principles generally accepted in the United States of America, or GAAP. However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items when used as a supplement to financial performance measures in accordance with GAAP. These items result from facts and circumstances that vary in frequency and impact on continuing operations. In this release, HubSpot’s non-GAAP operating income, operating margin, subscription margin, expense, expense as a percentage of revenue, net income, operating and free cash flow are not presented in accordance with GAAP and are not intended to be used in lieu of GAAP presentations of results of operations. Free cash flow is defined as cash and cash equivalents provided by or used in operating activities less purchases of property and equipment and capitalization of software development costs, plus repayments of convertible notes attributable to debt discount. We believe information regarding free cash flow provides useful information to investors in understanding and evaluating the strength of liquidity and available cash and the exclusion of repayments of convertible notes attributable to debt discount from operating cash flow provides a comparable framework for assessing how our business performed when compared to prior periods and also aligns the non-GAAP treatment of our debt discount that is amortized as non-cash interest expense.

Management believes that these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. Specifically, these non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. In addition, it should be noted that these non-GAAP financial measures may be

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different from non-GAAP measures used by other companies. We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. Management may, however, utilize other measures to illustrate performance in the future. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included above in this press release.

These non-GAAP measures exclude stock-based compensation, amortization of acquired intangible assets, acquisition related expenses, non-cash interest expense for the amortization of debt discount debt issuance costs, loss on early extinguishment of 2022 Convertible Notes, gain or loss on strategic investments, gain or loss on equity method investment, gain or loss on disposal of fixed assets, and account for the income tax effects of the exclusion of these non-GAAP items. We believe investors may want to incorporate the effects of these items in order to compare our financial performance with that of other companies and between time periods:

A.Stock-based compensation is a non-cash expense accounted for in accordance with FASB ASC Topic 718. We believe that the exclusion of stock-based compensation expense allows for financial results that are more indicative of our operational performance and provide for a useful comparison of our operating results to prior periods and to our peer companies because stock-based compensation expense varies from period to period and company to company due to such things as differing valuation methodologies and changes in stock price.

B.Expense for the amortization of acquired intangible assets, excluding backlog acquired intangible assets amortized as contra revenue, is excluded from non-GAAP expense and income measures as HubSpot views amortization of these assets as arising from pre-acquisition activities determined at the time of an acquisition. While these intangible assets are evaluated for impairment regularly, amortization of the cost of purchased intangibles is a non-cash expense that is not typically affected by operations during any particular period. Valuation and subsequent amortization of intangible assets can also be inconsistent in amount and frequency because they can significantly vary based on the timing and size of acquisitions and the inherently subjective nature of the degree to which a purchase price is allocated to intangible assets. We believe that the exclusion of this amortization expense provides for a useful comparison of our operating results to prior periods, for which we have historically excluded amortization expense, and to our peer companies, which commonly exclude acquired intangible asset amortization. It is important to note that although we exclude amortization of acquired intangible assets from our non-GAAP expense and income measures, revenue generated from such intangibles is included within our non-GAAP income measures. The use of these intangible assets contributed to our revenues earned during the periods presented and will contribute to future periods as well.

C.Acquisition related expenses, such as transaction costs and retention payments, are expenses that are not necessarily reflective of operational performance during a period. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude these expenses.

D.In May 2017, the Company issued $400 million of convertible notes due in 2022 with a coupon interest rate of 0.25%. In June 2020, the Company issued $460 million of convertible notes due in 2025 with a coupon interest rate of 0.375%. The imputed interest rates of the convertible senior notes were approximately 6.87% and 5.71%, respectively. This is a result of the debt discount recorded for the conversion feature that is required to be separately accounted for as equity, and debt issuance costs, which reduce the carrying value of the convertible debt instrument. The debt discount is amortized as interest expense together with the issuance costs of the debt. The expense for the amortization of debt discount and debt issuance costs is a non-cash item, and we believe the exclusion of this non-cash interest expense provides for a useful comparison of our operating results to prior periods and to our peer companies.

In the quarter ended December 31, 2021, the Company settled $2.8 million of the principal balance of the 2022 Notes in cash and in the year ended December 31, 2021, the Company settled $106.5 million of the principal

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balance of the 2022 Notes in cash. In connection with these settlements, the Company recorded a $70 thousand and $4.9 million loss on early extinguishment of debt in the quarter and year ended December 31, 2021. The loss represents the difference between the fair value and carrying value of the debt extinguished. The amount of this charge may be inconsistent in size and varies depending on the timing of the repurchase of debt. In connection with the debt extinguishment, approximately $2.0 million and $26.4 million of the repayment of convertible notes that is attributable to debt discount was classified as cash used in operating activities in the quarter and year ended December 31, 2021. The Company has repaid, and will continue to repay early conversions of these notes until the maturity of these notes in June 2022 and 2025. These activities are not considered reflective of our recurring core business operating results. As such, we believe the exclusion of these expenses and payments provides for a useful comparison of our operating results to prior periods and to our peer companies.

E.Strategic investments consist of non-controlling equity investments in privately held companies. The recognition of gains or losses can vary significantly across periods and we do not view them to be indicative of our fundamental operating activities and believe the exclusion of gains or losses provides for a useful comparison of our operating results to prior periods and to our peer companies.

F.We made a contribution to the Black Economic Development Fund (the “investee”) managed by the Local Initiatives Support Corporation and have committed to make additional capital contributions. We account for this investment under the equity method of accounting. The proportionate share of our equity method investee's net earnings have been excluded in order to provide a comparable view of our operating results to prior periods and to our peer companies. We believe this activity is not reflective of our recurring core business operating results.

G.Gain on termination of operating leases results from early lease terminations and related improvement reimbursements from landlords being recorded as income. Loss on fixed assets result from the disposal of property and equipment associated with early lease terminations. As we generally fulfill our obligations for the full lease term and use these assets for their full useful lives, we believe these activities are not considered reflective of our recurring core business operating results. As such, we believe the exclusion of these transactions provides for a useful comparison of our operating results to prior periods and to our peer companies.

H.The effects of income taxes on non-GAAP items reflect a fixed long-term projected tax rate of 20% to provide better consistency across reporting periods. To determine this long-term non-GAAP tax rate, we exclude the impact of other non-GAAP adjustments and take into account other factors such as our current operating structure and existing tax positions in various jurisdictions. We will periodically reevaluate this tax rate, as necessary, for significant events such as relevant tax law changes and material changes in our forecasted geographic earnings mix.

Investor Relations Contact:
Charles MacGlashing
investors@hubspot.com

Media Contact:
Ellie Flanagan
eflanagan@hubspot.com

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XML

Document And Entity Information	Feb. 10, 2022
Cover [Abstract]
Entity Registrant Name	HUBSPOT, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001404655
Document Period End Date	Feb. 10, 2022
Entity Emerging Growth Company	false
Entity File Number	001-36680
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2632791
Entity Address, Address Line One	25 First Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	888
Local Phone Number	482-7768
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Stock, Par Value $0.001 per share
Trading Symbol	HUBS
Name of each exchange on which registered	NYSE