UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 November 3, 2022, Cvent Holding Corp. (the "Company") issued a press release announcing its financial results for its third quarter ended September 30, 2022. In the press release, the Company also announced that it would be holding a conference call, as well as a live webcast on the Company’s Investor Relations website at http://investors.cvent.com, on November 3, 2022 at 5:00 p.m. Eastern Time to discuss its financial results. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K 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 (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
|
Description |
|
Earnings Release issued by Cvent Holding Corp. on November 3, 2022 |
|
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.
|
|
|
CVENT HOLDING CORP. |
|
|
|
|
Date: |
November 3, 2022 |
By: |
/s/ William J. Newman, III |
|
|
|
William J. Newman, III |
Exhibit 99.1
Cvent Announces Third Quarter 2022 Financial Results
Revenue Exceeds High End of Guidance
Fiscal Year 2022 Revenue Guidance Increased Due to Solid Third Quarter Revenue
Tysons, VA (November 3, 2022) — Cvent Holding Corp. (“Cvent”) (Nasdaq: CVT), a market-leading meetings, events and hospitality technology provider, today announced financial results for the third quarter ended September 30, 2022.
“Momentum in the meetings and events industry continued in the third quarter of 2022, especially for in-person events. Organizations increasingly seek a comprehensive platform that can manage events of all formats and types, which helped drive our positive financial results in Q3,” said Reggie Aggarwal, CEO & Founder of Cvent. “We believe the versatility of our platform across in-person, virtual and hybrid events paired with our long track record as a market leader will help us successfully navigate the current unique macroeconomic environment.”
Third Quarter 2022 Financial Highlights
Revenue
Net Loss and Adjusted EBITDA
Cash, Cash Equivalents and Short-Term Investments
Recent Business Highlights
Guidance
Based on information as of today, November 3, 2022, Cvent is providing the following guidance:
Fourth Quarter 2022
Full Year 2022
Reconciliation of Adjusted EBITDA and Adjusted EBITDA margin results to its GAAP basis results are shown in detail below. Cvent has not reconciled the Adjusted EBITDA forward-looking guidance included in this press release to the most directly comparable GAAP measure because certain items are out of Cvent's control or cannot reasonably be predicted, as the items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. Accordingly, a reconciliation of forward-looking Adjusted EBITDA and Adjusted EBITDA margin is not available without unreasonable effort.
Conference Call Information
Cvent management will host a conference call and webcast at 5:00 p.m. ET today, November 3, 2022, to discuss its third quarter 2022 financial results and business highlights and the Company's outlook. The conference call can be accessed by dialing (888) 440-5667 from the United States or +1 (646) 960-0476 internationally with conference ID 7981326. The live webcast of the conference call and other materials related to Cvent’s financial performance can be accessed from Cvent’s investor relations website at https://investors.cvent.com/.
Following the completion of the call until 11:59 p.m. ET on Thursday, November 10, 2022, a telephone replay will be available by dialing (800) 770-2030 from the United States, +1 (647) 362-9199 internationally with conference ID 7981326. A webcast replay will also be available at https://investors.cvent.com/.
About Cvent
Cvent Holding Corp. (Nasdaq: CVT) is a leading meetings, events, and hospitality technology provider with more than 4,800 employees and over 21,000 customers worldwide as of September 30, 2022. Founded in 1999, the company delivers a comprehensive event marketing and management platform and offers a global marketplace where event professionals collaborate with venues to create engaging, impactful experiences. Cvent is headquartered in Tysons, Virginia, just outside of Washington D.C., and has additional offices around the world to support its growing global customer base. The comprehensive Cvent event marketing and management platform offers software solutions to event organizers and marketers for online event registration, venue selection, event marketing and management, virtual and onsite solutions, and attendee engagement. Cvent’s suite of products automate and simplify the event management lifecycle and maximize the impact of in-person, virtual, and hybrid events. Hotels and venues use Cvent’s supplier and venue solutions to win more group and corporate travel business through Cvent’s sourcing platforms. Cvent solutions optimize the event management value chain and have enabled clients around the world to manage millions of meetings and events. For more information, please visit Cvent.com. From time to time, we plan to utilize our investor relations website, investors.cvent.com, as a channel of distribution for material company information.
Non-GAAP Financial Measures
This earnings press release and the related conference call use and discuss the following financial measures not presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”): Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses, Adjusted EBITDA and Adjusted Free Cash Flow, and certain ratios and other metrics derived therefrom, including Adjusted EBITDA margin which
represents Adjusted EBITDA divided by revenue and Non-GAAP gross margin which represents Non-GAAP Gross Profit divided by revenue. Reconciliation of these non-GAAP financial measures to their GAAP basis results can be found within the tables included in this release.
We believe that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Cvent’s financial condition and results of operations. We use these non-GAAP measures for financial, operational and budgetary decision-making purposes, and to compare our performance to that of prior periods for trend analyses. We believe that these non-GAAP financial measures provide useful information regarding past financial performance and future prospects, and permit us to more thoroughly analyze key financial metrics used to make operational decisions. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies, many of which present similar non-GAAP financial measures to investors.
We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Cvent’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures, which are included in this press release, and not to rely on any single financial measure to evaluate our business.
Cvent excludes or adjusts for one or more of the following items from these non-GAAP financial measures:
Interest expense. Cvent excludes this expense from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Other income, net. Cvent excludes this item, which is comprised primarily of foreign exchange gains/(losses) and state tax settlements, from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Provision for income taxes. Cvent excludes this item from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Amortization of deferred financing costs and debt discount. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Intangible asset amortization. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit and Adjusted EBITDA.
Amortization of software development costs. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit and Adjusted EBITDA.
Stock-based compensation expense. Cvent excludes this expense primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
Cost related to acquisitions. Cost related to acquisitions is comprised of the value of contingent payments included in compensation expense which relate to the potential cash payment to certain employees of acquired companies whose right to receive such payment is forfeited if they terminate their employment prior to the required service period. As the contingent payments are subject to continued employment, GAAP requires that these payments be accounted for as compensation expense and such expense is subject to revaluation. Additionally, cost related to acquisitions includes expenses related to performing due diligence, valuation, earnouts or other
acquisition-related activities. Cvent excludes these expenses primarily because they are not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
Restructuring expenses. Cvent excludes this expense, which is comprised of expenses associated with severance to terminated employees of acquired entities, retention bonuses to employees retained from acquired entities, costs to discontinue use of a back-office system and closing of certain office spaces, primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
Other items. Cvent excludes this item, which is comprised of certain expenses associated with prosecuting a trade secret misappropriation claim and credit facility fees, net of the gain from government subsidies related to the global COVID-19 pandemic, primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Non-GAAP Gross Profit, Non-GAAP Sales and Marketing Expenses, Non-GAAP Research and Development Expenses, Non-GAAP General and Administrative Expenses and Adjusted EBITDA.
Loss on extinguishment of debt. Cvent excludes this expense from its non-GAAP financial measures primarily because it is not considered a part of ongoing operating results when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted EBITDA.
Purchases of Property and Equipment. This item is customarily included as a reduction to net cash provided by operating activities in the calculation of free cash flow. This item is reflected in Adjusted Free Cash Flow.
Capitalized Software Development Costs. This item is customarily included as a reduction to net cash provided by operating activities in the calculation of free cash flow. This item is reflected in Adjusted Free Cash Flow.
Change in Fees Payable to Customers. Cvent excludes the change in this balance sheet item primarily because it is not considered a part of ongoing net cash provided by operating activities when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted Free Cash Flow.
Interest Paid. Cvent excludes these cash payments primarily because it is not considered a part of ongoing net cash provided by operating activities when assessing the performance of our business, and Cvent believes that doing so facilitates comparisons to its historical operating results and to the results of other companies in our industry. This adjustment is reflected in Adjusted Free Cash Flow.
Cautionary Language Regarding Forward-Looking Statements
Certain statements in this press release and on the related conference call may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “forecasts,” “shall,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this release and on the related conference call are based upon Cvent’s historical performance and on its current plans, operating budgets, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks, uncertainties, assumptions and factors that could cause actual results to differ materially from those anticipated, including, but not limited to: the risk that trends stated or implied by this release or in the earnings conference call cannot or will not be sustained at the current pace or may fluctuate from current expectations, including trends and expectations related to revenue, revenue growth, net loss, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow, gross profit, gross margin, expenses, net dollar retention rate, deferred revenue, interest expense under our credit facility, the demand for events and meetings, the return to in-person events, demand for advertising and software solutions, and demand for an integrated platforms; the risk that the Company does not experience stable, sustainable growth; the risk that revenues for the fourth quarter and full year 2022 will not be as stated in this release; the risk that Adjusted EBITDA and Adjusted EBITDA margin for the fourth quarter and full year will not be as stated in this release; the impact of current global events and macroeconomic conditions on customer’s demand for our products and services, Cvent’s operations, financial results and on Cvent’s virtual, hybrid and in-person offerings; Cvent’s ability to retain, engage, and upsell current customers and attract and retain new customers; Cvent’s ability to maintain and expand relationships
with hotels and venues; the competitiveness of the market in which Cvent operates and Cvent’s ability to maintain and increase its market position; Cvent’s ability to attract and retain key employees, including its senior management team; the impact of a disruption of Cvent’s operations, infrastructure or systems, or disruption of the operations, infrastructure or systems of the third parties on which Cvent relies; Cvent’s ability to manage its costs and growth effectively; Cvent’s ability to develop, introduce and market new and enhanced versions of its solutions to meet customer needs and expectations; the risk that the industry does not get back to a normalized state when and as expected; and other factors beyond our control.
We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications, including our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, including in the “Risk Factors” section of those filings. Actual results may differ materially. Investors should evaluate all forward-looking statements in the context of these risks and uncertainties.
The forward-looking statements included herein are made only as of the date hereof, based on current estimates, expectations, observations and trends. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
Contacts
Investor Contact
CventIR@icrinc.com
Media Contact
Erica Stoltenberg
estoltenberg@cvent.com
(571) 378-6240
CVENT HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
(unaudited) |
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
107,708 |
|
|
$ |
126,526 |
|
Restricted cash |
|
|
2,787 |
|
|
|
103 |
|
Short-term investments |
|
|
2,854 |
|
|
|
538 |
|
Accounts receivable, net of allowance of $1.9 million and $4.5 million, respectively |
|
|
76,000 |
|
|
|
112,251 |
|
Capitalized commission, net |
|
|
22,649 |
|
|
|
25,393 |
|
Prepaid expenses and other current assets |
|
|
21,038 |
|
|
|
20,376 |
|
Total current assets |
|
|
233,036 |
|
|
|
285,187 |
|
Property and equipment, net |
|
|
14,617 |
|
|
|
15,334 |
|
Capitalized software development costs, net |
|
|
100,293 |
|
|
|
108,851 |
|
Intangible assets, net |
|
|
184,841 |
|
|
|
221,371 |
|
Goodwill |
|
|
1,620,597 |
|
|
|
1,617,880 |
|
Operating lease-right-of-use assets |
|
|
22,124 |
|
|
|
28,370 |
|
Capitalized commission, non-current, net |
|
|
21,489 |
|
|
|
22,999 |
|
Deferred tax assets, non-current |
|
|
2,279 |
|
|
|
2,403 |
|
Other assets, non-current, net |
|
|
5,941 |
|
|
|
3,684 |
|
Total assets |
|
$ |
2,205,217 |
|
|
$ |
2,306,079 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Current portion of long-term debt |
|
$ |
- |
|
|
$ |
- |
|
Accounts payable |
|
|
4,146 |
|
|
|
2,675 |
|
Accrued expenses and other current liabilities |
|
|
75,370 |
|
|
|
79,827 |
|
Fees payable to customers |
|
|
64,501 |
|
|
|
24,982 |
|
Operating lease liabilities, current |
|
|
11,170 |
|
|
|
11,290 |
|
Deferred revenue |
|
|
246,239 |
|
|
|
239,843 |
|
Total current liabilities |
|
|
401,426 |
|
|
|
358,617 |
|
Deferred tax liabilities, non-current |
|
|
16,717 |
|
|
|
16,695 |
|
Long-term debt, net |
|
|
165,000 |
|
|
|
262,302 |
|
Operating lease liabilities, non-current |
|
|
22,191 |
|
|
|
30,809 |
|
Other liabilities, non-current |
|
|
8,097 |
|
|
|
8,200 |
|
Total liabilities |
|
|
613,431 |
|
|
|
676,623 |
|
Commitments and contingencies (Note 13) |
|
|
|
|
|
|
||
Stockholders’ equity: |
|
|
|
|
|
|
||
Common stock, $0.0001 par value, 1,500,000,000 shares authorized at September 30, 2022 and December 31, 2021; 484,488,616 and 481,121,695 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively |
|
|
48 |
|
|
|
48 |
|
Additional paid-in capital |
|
|
2,538,829 |
|
|
|
2,483,761 |
|
Accumulated other comprehensive loss |
|
|
(14,362 |
) |
|
|
(2,746 |
) |
Accumulated deficit |
|
|
(932,729 |
) |
|
|
(851,607 |
) |
Total stockholders’ equity |
|
|
1,591,786 |
|
|
|
1,629,456 |
|
Total liabilities and stockholders’ equity |
|
$ |
2,205,217 |
|
|
$ |
2,306,079 |
|
CVENT HOLDING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share data)
(unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenue |
|
$ |
161,321 |
|
|
$ |
134,058 |
|
|
$ |
459,639 |
|
|
$ |
374,159 |
|
Cost of revenue |
|
|
63,011 |
|
|
|
50,635 |
|
|
|
184,772 |
|
|
|
140,479 |
|
Gross profit |
|
|
98,310 |
|
|
|
83,423 |
|
|
|
274,867 |
|
|
|
233,680 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
42,869 |
|
|
|
37,161 |
|
|
|
131,787 |
|
|
|
99,069 |
|
Research and development |
|
|
34,232 |
|
|
|
25,685 |
|
|
|
98,766 |
|
|
|
72,016 |
|
General and administrative |
|
|
24,685 |
|
|
|
25,358 |
|
|
|
75,633 |
|
|
|
63,711 |
|
Intangible asset amortization, exclusive of amounts included in cost of revenue |
|
|
12,170 |
|
|
|
12,757 |
|
|
|
36,484 |
|
|
|
38,721 |
|
Total operating expenses |
|
|
113,956 |
|
|
|
100,961 |
|
|
|
342,670 |
|
|
|
273,517 |
|
Loss from operations |
|
|
(15,646 |
) |
|
|
(17,538 |
) |
|
|
(67,803 |
) |
|
|
(39,837 |
) |
Interest expense |
|
|
(1,857 |
) |
|
|
(7,546 |
) |
|
|
(7,054 |
) |
|
|
(22,717 |
) |
Amortization of deferred financing costs and debt discount |
|
|
(157 |
) |
|
|
(938 |
) |
|
|
(734 |
) |
|
|
(2,823 |
) |
Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
(3,219 |
) |
|
|
- |
|
Other income, net |
|
|
1,094 |
|
|
|
1,864 |
|
|
|
1,979 |
|
|
|
6,135 |
|
Loss before income taxes |
|
|
(16,566 |
) |
|
|
(24,158 |
) |
|
|
(76,831 |
) |
|
|
(59,242 |
) |
Provision for income taxes |
|
|
1,667 |
|
|
|
1,968 |
|
|
|
4,292 |
|
|
|
5,294 |
|
Net loss |
|
$ |
(18,233 |
) |
|
$ |
(26,126 |
) |
|
$ |
(81,123 |
) |
|
$ |
(64,536 |
) |
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation loss |
|
|
(6,513 |
) |
|
|
(2,001 |
) |
|
|
(11,617 |
) |
|
|
(2,347 |
) |
Comprehensive loss |
|
$ |
(24,746 |
) |
|
$ |
(28,127 |
) |
|
$ |
(92,740 |
) |
|
$ |
(66,883 |
) |
Basic and diluted net loss per common share |
|
$ |
(0.04 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.17 |
) |
|
$ |
(0.15 |
) |
Basic and diluted weighted-average common shares outstanding |
|
|
483,591,690 |
|
|
|
416,483,028 |
|
|
|
482,128,762 |
|
|
|
416,428,569 |
|
CVENT HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(18,233 |
) |
|
$ |
(26,126 |
) |
|
$ |
(81,123 |
) |
|
$ |
(64,536 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
30,210 |
|
|
|
30,801 |
|
|
|
91,211 |
|
|
|
93,142 |
|
Amortization of the right-of-use assets |
|
|
1,984 |
|
|
|
1,968 |
|
|
|
5,940 |
|
|
|
6,817 |
|
Allowance for expected credit losses, net |
|
|
325 |
|
|
|
4,431 |
|
|
|
378 |
|
|
|
5,549 |
|
Amortization of deferred financing costs and debt discount |
|
|
157 |
|
|
|
939 |
|
|
|
734 |
|
|
|
2,823 |
|
Amortization of capitalized commission |
|
|
7,926 |
|
|
|
7,362 |
|
|
|
23,751 |
|
|
|
21,568 |
|
Unrealized foreign currency transaction loss |
|
|
106 |
|
|
|
(5 |
) |
|
|
640 |
|
|
|
19 |
|
Loss on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
3,219 |
|
|
|
— |
|
Stock-based compensation |
|
|
19,288 |
|
|
|
8,388 |
|
|
|
46,008 |
|
|
|
16,811 |
|
Change in deferred taxes |
|
|
(25 |
) |
|
|
468 |
|
|
|
(8 |
) |
|
|
1,313 |
|
Change in operating assets and liabilities, net of business combinations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable |
|
|
1,620 |
|
|
|
18,481 |
|
|
|
34,210 |
|
|
|
52,611 |
|
Prepaid expenses and other assets |
|
|
(609 |
) |
|
|
(290 |
) |
|
|
(923 |
) |
|
|
(6,064 |
) |
Capitalized commission, net |
|
|
(7,145 |
) |
|
|
(7,592 |
) |
|
|
(27,724 |
) |
|
|
(26,706 |
) |
Accounts payable, accrued expenses and other liabilities |
|
|
21,684 |
|
|
|
4,786 |
|
|
|
45,611 |
|
|
|
8,999 |
|
Operating lease liability |
|
|
(2,858 |
) |
|
|
(3,182 |
) |
|
|
(8,429 |
) |
|
|
(9,666 |
) |
Deferred revenue |
|
|
(20,924 |
) |
|
|
(14,469 |
) |
|
|
7,659 |
|
|
|
18,878 |
|
Net cash provided by operating activities |
|
|
33,506 |
|
|
|
25,960 |
|
|
|
141,154 |
|
|
|
121,558 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchase of property and equipment |
|
|
(3,009 |
) |
|
|
(786 |
) |
|
|
(5,705 |
) |
|
|
(2,768 |
) |
Capitalized software development costs |
|
|
(13,411 |
) |
|
|
(10,823 |
) |
|
|
(38,413 |
) |
|
|
(30,272 |
) |
Purchase of short-term investments |
|
|
(2,794 |
) |
|
|
(36 |
) |
|
|
(45,164 |
) |
|
|
(31,435 |
) |
Maturities of short-term investments |
|
|
15,409 |
|
|
|
9,414 |
|
|
|
42,848 |
|
|
|
28,739 |
|
Proceeds from divestiture |
|
|
918 |
|
|
|
122 |
|
|
|
135 |
|
|
|
122 |
|
Acquisitions, net of cash acquired |
|
|
135 |
|
|
|
— |
|
|
|
(3,552 |
) |
|
|
(14,769 |
) |
Net cash used in investing activities |
|
|
(2,752 |
) |
|
|
(2,109 |
) |
|
|
(49,851 |
) |
|
|
(50,383 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Principal repayments on first lien term loan |
|
|
— |
|
|
|
(1,984 |
) |
|
|
(265,696 |
) |
|
|
(5,951 |
) |
Principal repayments of revolving credit facility |
|
|
(50,000 |
) |
|
|
— |
|
|
|
(120,000 |
) |
|
|
(13,400 |
) |
Proceeds from revolving credit facility |
|
|
20,000 |
|
|
|
— |
|
|
|
285,000 |
|
|
|
— |
|
Payment of debt issuance costs |
|
|
— |
|
|
|
— |
|
|
|
(3,141 |
) |
|
|
— |
|
Proceeds from exercise of stock options |
|
|
6,648 |
|
|
|
— |
|
|
|
7,822 |
|
|
|
522 |
|
Repurchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(57 |
) |
Payments of tax withholdings on vesting of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
(31 |
) |
|
|
— |
|
Net cash provided by (used in) financing activities |
|
|
(23,352 |
) |
|
|
(1,984 |
) |
|
|
(96,046 |
) |
|
|
(18,886 |
) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(5,582 |
) |
|
|
(1,506 |
) |
|
|
(11,391 |
) |
|
|
(2,250 |
) |
Change in cash, cash equivalents, and restricted cash |
|
|
1,820 |
|
|
|
20,361 |
|
|
|
(16,134 |
) |
|
|
50,039 |
|
Cash, cash equivalents, and restricted cash, beginning of period |
|
|
108,675 |
|
|
|
95,148 |
|
|
|
126,629 |
|
|
|
65,470 |
|
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
110,495 |
|
|
$ |
115,509 |
|
|
$ |
110,495 |
|
|
$ |
115,509 |
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest paid |
|
$ |
1,778 |
|
|
$ |
7,540 |
|
|
$ |
6,955 |
|
|
$ |
22,721 |
|
Income taxes paid |
|
$ |
1,442 |
|
|
$ |
1,176 |
|
|
$ |
5,177 |
|
|
$ |
4,655 |
|
Supplemental disclosure of non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outstanding payments for purchase of property and equipment at period end |
|
$ |
327 |
|
|
$ |
331 |
|
|
$ |
327 |
|
|
$ |
331 |
|
Outstanding payments for capitalized software development costs at period end |
|
$ |
983 |
|
|
$ |
513 |
|
|
$ |
983 |
|
|
$ |
513 |
|
RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES
(in thousands, except share amounts and share counts)
(unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Non-GAAP Gross Profit: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross Profit |
|
$ |
98,310 |
|
|
$ |
83,423 |
|
|
$ |
274,867 |
|
|
$ |
233,680 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
459 |
|
|
|
759 |
|
|
|
1,477 |
|
|
|
2,772 |
|
Amortization of software development costs |
|
|
16,459 |
|
|
|
15,508 |
|
|
|
49,181 |
|
|
|
45,737 |
|
Intangible asset amortization |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
180 |
|
Stock-based compensation expense |
|
|
2,234 |
|
|
|
456 |
|
|
|
4,758 |
|
|
|
950 |
|
Restructuring expense |
|
|
- |
|
|
|
9 |
|
|
|
10 |
|
|
|
11 |
|
Cost related to acquisitions |
|
|
- |
|
|
|
11 |
|
|
|
- |
|
|
|
11 |
|
Other items |
|
|
(110 |
) |
|
|
- |
|
|
|
(385 |
) |
|
|
(994 |
) |
Non-GAAP Gross Profit |
|
$ |
117,352 |
|
|
$ |
100,166 |
|
|
$ |
329,908 |
|
|
$ |
282,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross Margin: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
161,321 |
|
|
$ |
134,058 |
|
|
$ |
459,639 |
|
|
$ |
374,159 |
|
Gross Margin |
|
|
60.9 |
% |
|
|
62.2 |
% |
|
|
59.8 |
% |
|
|
62.5 |
% |
Non-GAAP Gross Margin |
|
|
72.7 |
% |
|
|
74.7 |
% |
|
|
71.8 |
% |
|
|
75.5 |
% |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Non-GAAP Sales and Marketing Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
$ |
42,869 |
|
|
$ |
37,161 |
|
|
$ |
131,787 |
|
|
$ |
99,069 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
(167 |
) |
|
|
(284 |
) |
|
|
(510 |
) |
|
|
(1,132 |
) |
Stock-based compensation expense |
|
|
(6,398 |
) |
|
|
(2,578 |
) |
|
|
(15,559 |
) |
|
|
(5,371 |
) |
Restructuring expense |
|
|
11 |
|
|
|
(42 |
) |
|
|
(51 |
) |
|
|
(72 |
) |
Cost related to acquisitions |
|
|
- |
|
|
|
(53 |
) |
|
|
(10 |
) |
|
|
(118 |
) |
Other items |
|
|
42 |
|
|
|
1 |
|
|
|
131 |
|
|
|
380 |
|
Non-GAAP Sales and Marketing Expenses |
|
$ |
36,357 |
|
|
$ |
34,205 |
|
|
$ |
115,788 |
|
|
$ |
92,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and Marketing Expenses as a Percent of Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
161,321 |
|
|
$ |
134,058 |
|
|
$ |
459,639 |
|
|
$ |
374,159 |
|
Sales and marketing expenses |
|
|
26.6 |
% |
|
|
27.7 |
% |
|
|
28.7 |
% |
|
|
26.5 |
% |
Non-GAAP sales and marketing expenses |
|
|
22.5 |
% |
|
|
25.5 |
% |
|
|
25.2 |
% |
|
|
24.8 |
% |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Non-GAAP Research and Development Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
$ |
34,232 |
|
|
$ |
25,685 |
|
|
$ |
98,766 |
|
|
$ |
72,016 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
(227 |
) |
|
|
(409 |
) |
|
|
(680 |
) |
|
|
(1,431 |
) |
Stock-based compensation expense |
|
|
(5,280 |
) |
|
|
(2,183 |
) |
|
|
(11,789 |
) |
|
|
(4,321 |
) |
Restructuring expense |
|
|
(16 |
) |
|
|
(52 |
) |
|
|
(9 |
) |
|
|
(67 |
) |
Cost related to acquisitions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(9 |
) |
Other items |
|
|
490 |
|
|
|
- |
|
|
|
1,505 |
|
|
|
3,366 |
|
Non-GAAP Research and Development Expenses |
|
$ |
29,199 |
|
|
$ |
23,041 |
|
|
$ |
87,793 |
|
|
$ |
69,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and Development Expenses as a Percent of Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
161,321 |
|
|
$ |
134,058 |
|
|
$ |
459,639 |
|
|
$ |
374,159 |
|
Research and development expenses |
|
|
21.2 |
% |
|
|
19.2 |
% |
|
|
21.5 |
% |
|
|
19.2 |
% |
Non-GAAP research and development expenses |
|
|
18.1 |
% |
|
|
17.2 |
% |
|
|
19.1 |
% |
|
|
18.6 |
% |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Non-GAAP General and Administrative Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
$ |
24,685 |
|
|
$ |
25,358 |
|
|
$ |
75,633 |
|
|
$ |
63,711 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
(964 |
) |
|
|
(1,041 |
) |
|
|
(3,073 |
) |
|
|
(3,143 |
) |
Stock-based compensation expense |
|
|
(5,376 |
) |
|
|
(3,170 |
) |
|
|
(13,902 |
) |
|
|
(6,169 |
) |
Restructuring expense |
|
|
(219 |
) |
|
|
(1,109 |
) |
|
|
(690 |
) |
|
|
(1,627 |
) |
Cost related to acquisitions |
|
|
141 |
|
|
|
4 |
|
|
|
(666 |
) |
|
|
(1,107 |
) |
Other items |
|
|
(215 |
) |
|
|
(548 |
) |
|
|
(839 |
) |
|
|
(2,485 |
) |
Non-GAAP General and Administrative Expenses |
|
$ |
18,052 |
|
|
$ |
19,494 |
|
|
$ |
56,463 |
|
|
$ |
49,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and Administrative Expenses as a Percent of Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
161,321 |
|
|
$ |
134,058 |
|
|
$ |
459,639 |
|
|
$ |
374,159 |
|
General and administrative expenses |
|
|
15.3 |
% |
|
|
18.9 |
% |
|
|
16.5 |
% |
|
|
17.0 |
% |
Non-GAAP general and administrative expenses |
|
|
11.2 |
% |
|
|
14.5 |
% |
|
|
12.3 |
% |
|
|
13.1 |
% |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(18,233 |
) |
|
$ |
(26,126 |
) |
|
$ |
(81,123 |
) |
|
$ |
(64,536 |
) |
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
1,857 |
|
|
|
7,546 |
|
|
|
7,054 |
|
|
|
22,717 |
|
Amortization of deferred financing costs and debt discount |
|
|
157 |
|
|
|
938 |
|
|
|
734 |
|
|
|
2,823 |
|
Loss on extinguishment of debt |
|
|
- |
|
|
|
- |
|
|
|
3,219 |
|
|
|
- |
|
Other income, net |
|
|
(1,094 |
) |
|
|
(1,864 |
) |
|
|
(1,979 |
) |
|
|
(6,135 |
) |
Provision for income taxes |
|
|
1,667 |
|
|
|
1,968 |
|
|
|
4,292 |
|
|
|
5,294 |
|
Depreciation |
|
|
1,817 |
|
|
|
2,493 |
|
|
|
5,740 |
|
|
|
8,478 |
|
Amortization of software development costs |
|
|
16,459 |
|
|
|
15,508 |
|
|
|
49,181 |
|
|
|
45,917 |
|
Intangible asset amortization |
|
|
12,170 |
|
|
|
12,757 |
|
|
|
36,484 |
|
|
|
38,721 |
|
Stock-based compensation expense |
|
|
19,288 |
|
|
|
8,387 |
|
|
|
46,008 |
|
|
|
16,811 |
|
Restructuring expense |
|
|
224 |
|
|
|
1,212 |
|
|
|
760 |
|
|
|
1,777 |
|
Cost related to acquisitions |
|
|
(141 |
) |
|
|
60 |
|
|
|
676 |
|
|
|
1,245 |
|
Other items |
|
|
(427 |
) |
|
|
547 |
|
|
|
(1,182 |
) |
|
|
(2,255 |
) |
Adjusted EBITDA |
|
$ |
33,744 |
|
|
$ |
23,426 |
|
|
$ |
69,864 |
|
|
$ |
70,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted EBITDA margin |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
161,321 |
|
|
$ |
134,058 |
|
|
$ |
459,639 |
|
|
$ |
374,159 |
|
Net loss margin |
|
|
(11.3 |
)% |
|
|
(19.5 |
)% |
|
|
(17.6 |
)% |
|
|
(17.2 |
)% |
Adjusted EBITDA margin |
|
|
20.9 |
% |
|
|
17.5 |
% |
|
|
15.2 |
% |
|
|
18.9 |
% |
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(in thousands) |
|
|
(in thousands) |
|
||||||||||
Adjusted Free Cash Flow: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities: |
|
$ |
33,506 |
|
|
$ |
25,960 |
|
|
$ |
141,154 |
|
|
$ |
121,558 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchase of property and equipment |
|
|
(3,009 |
) |
|
|
(786 |
) |
|
|
(5,705 |
) |
|
|
(2,768 |
) |
Capitalized software development costs |
|
|
(13,411 |
) |
|
|
(10,823 |
) |
|
|
(38,413 |
) |
|
|
(30,272 |
) |
Change in fees payable to customers |
|
|
(16,781 |
) |
|
|
(4,011 |
) |
|
|
(39,519 |
) |
|
|
(13,878 |
) |
Interest paid |
|
|
1,778 |
|
|
|
7,540 |
|
|
|
6,955 |
|
|
|
22,721 |
|
Adjusted Free Cash Flow |
|
$ |
2,083 |
|
|
$ |
17,880 |
|
|
$ |
64,472 |
|
|
$ |
97,361 |
|
Document And Entity Information |
Nov. 03, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 03, 2022 |
| Entity Registrant Name | CVENT HOLDING CORP. |
| Entity Central Index Key | 0001827075 |
| Entity Emerging Growth Company | false |
| Securities Act File Number | 001-39709 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 98-1560055 |
| Entity Address, Address Line One | 1765 Greensboro Station Place |
| Entity Address, Address Line Two | 7th Floor |
| Entity Address, City or Town | Tysons |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 22102 |
| City Area Code | (703) |
| Local Phone Number | 226-3500 |
| Entity Information, Former Legal or Registered Name | Not Applicable |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, par value $0.0001 per share |
| Trading Symbol | CVT |
| Security Exchange Name | NASDAQ |
-8?20$3;8T.P6BP^0"X99K>]9!:G