HubSpot Reports Q2 2017 Results

CAMBRIDGE, Mass., Aug. 2, 2017 /PRNewswire/ -- HubSpot, Inc. (NYSE: HUBS), a leading inbound marketing and sales software company, today announced financial results for the second quarter ended June 30, 2017.

Financial Highlights:

Revenue

    --  Total revenue was $89.1 million, up 37% compared to the second quarter
        of 2016.
    --  Subscription revenue was $84.4 million, up 38% compared to the second
        quarter of 2016.
    --  Professional services and other revenue was $4.7 million, up 17%
        compared to the second quarter of 2016.

Operating Income (Loss)

    --  GAAP operating margin was (11.9%) for the quarter, compared to (17.0%)
        in the second quarter of 2016.
    --  Non-GAAP operating margin was 2.7% for the quarter, an improvement of
        approximately 7 percentage points from (3.9%) in the second quarter of
        2016.
    --  GAAP operating loss was ($10.6) million for the quarter, compared to
        ($11.0) million in the second quarter of 2016.
    --  Non-GAAP operating income was $2.4 million for the quarter, compared to
        a loss of ($2.5) million in the second quarter of 2016. Non-GAAP
        operating income (loss) excludes stock-based compensation expense and
        amortization of acquired intangibles.

Net Income (Loss)

    --  GAAP net loss was ($9.5) million, or ($0.26) per basic and diluted share
        for the quarter, compared to ($11.1) million, or ($0.32) per basic and
        diluted share, in the second quarter of 2016.
    --  Non-GAAP net income was $2.6 million, or $0.07 per basic and diluted
        share for the quarter, compared to net loss of ($2.6) million, or
        ($0.07) per basic and diluted share, in the second quarter of 2016. 
        Non-GAAP net income per share excludes stock-based compensation expense,
        amortization of acquired intangibles, non-cash interest expense for
        amortization of debt discount and debt issuance costs, and the deferred
        income tax benefit from convertible notes.
    --  Second quarter weighted average basic and diluted shares outstanding for
        GAAP net loss per share was 36.7 million, compared to 35.0 million basic
        and diluted shares in the second quarter of 2016.
    --  Second quarter weighted average basic and diluted shares outstanding for
        non-GAAP net income per share was 36.7 million and 39.2 million,
        respectively, compared to 35.0 million weighted average basic and
        diluted shares in the second quarter of 2016.

Balance Sheet and Cash Flow

    --  The Company finalized a $400 million convertible bond offering. The net
        proceeds from this offering were approximately $389.2 million. The
        Company used approximately $20 million of the net proceeds to pay the
        costs associated with a note hedge transaction (after such cost were
        partially offset by the proceeds by a warrant transaction). The Company
        intends to use the remainder of the net proceeds for general corporate
        purposes.
    --  The company's cash, cash equivalents and investments balance was $534.3
        million as of June 30, 2017.
    --  During the second quarter, the company generated $1.8 million of free
        cash flow compared to $2.9 million during the second quarter of 2016.

Additional Recent Business Highlights

    --  Grew total customers to 34,326 at June 30, 2017, up over 40% from June
        30, 2016.
        --  Total average subscription revenue per customer was $10,228 during
            the second quarter of 2017.
    --  Grew marketing customers to 26,560 at June 30, 2017, up 30% from June
        30, 2016.
        --  Increased marketing average subscription revenue per customer during
            the second quarter of 2017 to $12,773 from $11,978 in the second
            quarter of 2016.

"Q2 was great quarter for HubSpot and we are pleased with our results," said Brian Halligan, co-founder and CEO. "We continue to see the strong growth from our marketing and sales products, in-particular with our growth stack customers who have adopted both products. We have a significant opportunity to continue increasing the value that we bring to both established and new customers as we work with them to better coordinate their marketing and sales functions to drive growth."

Business Outlook

Based on information available as of August 2, 2017, HubSpot is issuing guidance for the third quarter of 2017 and raising guidance for full year 2017 as indicated below.

Third Quarter 2017:

    --  Total revenue is expected to be in the range of $92.8 million to $93.8
        million.
    --  Non-GAAP operating loss is expected to be between a loss of ($4.5)
        million to ($3.5) million. This excludes stock-based compensation
        expense of approximately $10.9 million.
    --  Non-GAAP net loss per common share is expected to be between a loss of
        ($0.10) to ($0.08).  This excludes stock-based compensation expense of
        approximately $10.9 million, non-cash interest expense for the
        amortization of debt discount and debt issuance costs of approximately
        $4.8 million, and the deferred income tax benefit from convertible notes
        of approximately $3.4 million.  This assumes approximately 37.1 million
        weighted average basic and diluted shares outstanding.

Full Year 2017:

    --  Total revenue is expected to be in the range of $362.8 million to $364.8
        million, up from our previously guided range of $355.5 million to $359.5
        million dollars.
    --  Non-GAAP operating income is expected to in be in the range of breakeven
        to $2.0 million, up from our previously guided range of a loss of ($5.0)
        million to ($3.0) million. This excludes stock-based compensation
        expense of approximately $44.4 million, and amortization of acquired
        intangible assets of approximately $16 thousand.
    --  Non-GAAP net income per common share is expected to be in the range of
        $0.03 to $0.07, up from our previously guided range of a loss of ($0.10)
        to ($0.04).  This excludes stock-based compensation expense of
        approximately $44.4 million, amortization of acquired intangible assets
        of approximately $16 thousand, non-cash interest expense for the
        amortization of debt discount and debt issuance costs of approximately
        $12.4 million, and the deferred income tax benefit from convertible
        notes of approximately $9.4 million. This assumes approximately 39.6
        million weighted average diluted shares outstanding.

Conference Call Information

HubSpot will host a conference call on Wednesday, Aug 2, 2017, at 4:30 p.m. Eastern Time (ET) to discuss its second quarter 2017 financial results and business outlook. To access this call, dial (877) 201-0168 (domestic) or (647) 788-4901 (international). The conference ID is 53211676. Additionally, a live webcast of the conference call will be available in the "Investor" section of the HubSpot's web site at www.hubspot.com.

Following the conference call, a replay will be available until 11 pm on Aug 9, 2017 at (800) 585-8367 (domestic) or (416) 621-4642 (international). The replay pass code is 53211676. An archived webcast of this conference call will also be available in the "Investor" section of HubSpot's web site at www.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 inbound marketing and sales platform. Over 34,000 total customers in over 90 countries use HubSpot's award-winning software, services, and support to create an inbound experience that will attract, engage, and delight customers. Learn more at www.hubspot.com.

The tables at the end of this press release include a reconciliation of generally accepted accounting principles ("GAAP") to non-GAAP operating income (loss), operating margin, subscription margin, expense, expense as a percentage of revenue, net income (loss), and free cash flow for the three and six months ended June 30, 2017 and 2016. An explanation of these measures is also included below under the heading "Non-GAAP Financial Measures."

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 concerning our financial guidance for the third fiscal quarter of 2017 and full year 2017, our position to execute on our growth strategy in the mid-market, and our ability to expand our leadership position and market opportunity for our inbound platform. 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, our history of losses, our ability to retain existing customers and add new customers, the continued growth of the market for an inbound 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 marketing agency partners; our ability to successfully recruit and retain highly-qualified personnel; the price volatility of our common stock, and other risks set forth under the caption "Risk Factors" in our Quarterly Report on Form 10-Q filed on May 2, 2017 and our other 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.


    Consolidated Balance Sheets

    (in thousands)


                                                                                  June 30,            December 31,

                                                                                       2017                    2016
                                                                                       ----                    ----

    Assets

    Current assets:

    Cash and cash equivalents                                                                $175,622                  $59,702

    Short-term investments                                                                    316,798                   54,648

    Accounts receivable - net of allowance for doubtful accounts of $650 and $617              38,466                   38,984
       at June 30, 2017 and December 31, 2016, respectively

    Deferred commission expense                                                                11,149                    9,025

    Restricted cash                                                                                 -                     162

    Prepaid hosting costs                                                                       1,521                    5,299

    Prepaid expenses and other current assets                                                  20,224                    8,433
                                                                                               ------                    -----

    Total current assets                                                                      563,780                  176,253

    Long-term investments                                                                      41,895                   35,718

    Property and equipment, net                                                                37,618                   30,201

    Capitalized software development costs, net                                                 7,774                    6,523

    Restricted cash                                                                             5,100                      321

    Other assets                                                                                1,579                      966

    Goodwill                                                                                    9,773                    9,773
                                                                                                -----                    -----

    Total assets                                                                             $667,519                 $259,755
                                                                                             ========                 ========

    Liabilities and stockholders' equity

    Current liabilities:

    Accounts payable                                                                           $2,865                   $4,350

    Accrued compensation costs                                                                 12,668                   11,415

    Other accrued expenses                                                                     27,354                   15,237

    Capital lease obligations                                                                     780                      796

    Deferred rent                                                                                 157                      159

    Deferred revenue                                                                          109,919                   95,426
                                                                                              -------                   ------

    Total current liabilities                                                                 153,743                  127,383

    Capital lease obligations, net of current portion                                             319                      275

    Deferred rent, net of current portion                                                      16,780                   10,079

    Deferred revenue, net of current portion                                                    1,394                    1,171

    Asset retirement obligations                                                                  872                      591

    Other long-term liabilities                                                                 1,944                    1,556

    Convertible senior notes                                                                  288,764                        -
                                                                                              -------                      ---

    Total liabilities                                                                         463,816                  141,055
                                                                                              -------                  -------

    Stockholders' equity:

    Common stock                                                                                   36                       36

    Additional paid-in capital                                                                467,897                  365,444

    Accumulated other comprehensive loss                                                        (266)                   (864)

    Accumulated deficit                                                                     (263,964)               (245,916)
                                                                                             --------                 --------

    Total stockholders' equity                                                                203,703                  118,700
                                                                                              -------                  -------

    Total liabilities and stockholders' equity                                               $667,519                 $259,755
                                                                                             ========                 ========


    Consolidated Statements of Operations

    (in thousands, except per share data)


                                              For the Three Months Ended June
                                                           30,                      For the Six Months Ended June 30,
                                          --------------------------------          ---------------------------------

                                                2017                           2016                                      2017         2016
                                                ----                           ----                                      ----         ----

    Revenues:

    Subscription                                                       $84,363                                   $60,916         $161,866      $115,852

    Professional services and other                                      4,730                                     4,058            9,479         8,082
                                                                         -----                                     -----            -----         -----

    Total revenue                                                       89,093                                    64,974          171,345       123,934
                                                                        ------                                    ------          -------       -------

    Cost of revenues:

    Subscription                                                        12,492                                     9,985           23,901        18,895

    Professional services and other                                      6,099                                     5,210           11,762        10,271
                                                                         -----                                     -----           ------        ------

    Total cost of revenues                                              18,591                                    15,195           35,663        29,166
                                                                        ------                                    ------           ------        ------

    Gross profit                                                        70,502                                    49,779          135,682        94,768
                                                                        ------                                    ------          -------        ------

    Operating expenses:

    Research and development                                            15,889                                    11,278           29,259        21,082

    Sales and marketing                                                 50,708                                    39,140           97,380        74,338

    General and administrative                                          14,482                                    10,391           27,620        20,239
                                                                        ------                                    ------           ------        ------

    Total operating expenses                                            81,079                                    60,809          154,259       115,659
                                                                        ------                                    ------          -------       -------

    Loss from operations                                              (10,577)                                 (11,030)        (18,577)     (20,891)
                                                                       -------                                   -------          -------       -------

    Other expense:

    Interest income                                                        734                                       201            1,037           380

    Interest expense                                                   (2,832)                                     (93)         (2,884)        (180)

    Other expense                                                         (97)                                    (202)           (225)        (535)
                                                                           ---                                      ----             ----          ----

    Total other expense                                                (2,195)                                     (94)         (2,072)        (335)
                                                                        ------                                       ---           ------          ----

    Loss before income tax benefit                                    (12,772)                                 (11,124)        (20,649)     (21,226)

    Income tax benefit                                                   3,251                                        60            3,053             8
                                                                         -----                                       ---            -----           ---

    Net loss                                                          $(9,521)                                $(11,064)       $(17,596)    $(21,218)
                                                                       =======                                  ========         ========      ========

    Net loss per share, basic and
     diluted                                                           $(0.26)                                  $(0.32)         $(0.48)      $(0.61)

    Weighted average common shares
     used in computing basic                                            36,654                                    35,023           36,431        34,858

       and diluted net loss per share:


    Consolidated Statements of Cash Flows

    (in thousands)


                                                 Three Months Ended           Six Months Ended

                                                      June 30,                    June 30,
                                                      --------                    --------

                                                               2017             2016                      2017         2016
                                                               ----             ----                      ----         ----

    Operating Activities:

    Net loss                                                         $(9,521)                  $(11,064)       $(17,596)    $(21,218)

    Adjustments to reconcile net loss to net
     cash and cash equivalents provide by
     operating activities

    Depreciation and amortization                                       3,648                       3,022            6,977         5,223

    Stock-based compensation                                           13,006                       8,474           22,309        14,705

    Benefit for deferred income taxes                                 (3,517)                      (168)         (3,544)        (165)

    Amortization of debt discount and issuance
     costs                                                              2,683                           -           2,683             -

    (Accretion) amortization of bond discount
     premium                                                            (132)                        190             (55)          411

    Noncash rent expense                                                1,332                         837            2,999         1,949

    Unrealized currency translation                                     (149)                        188            (195)         (63)

    Changes in assets and liabilities, net of
     acquisition

    Accounts receivable                                               (3,015)                      (732)           1,161         (385)

    Prepaid expenses and other assets                                 (8,979)                      (221)         (7,918)      (2,624)

    Deferred commission expense                                       (1,437)                        296          (1,901)          (3)

    Accounts payable                                                      923                       1,106            (327)          302

    Accrued expenses                                                    6,047                       3,091            6,969         1,937

    Deferred rent                                                       3,636                        (11)           3,602          (34)

    Deferred revenue                                                    4,202                       3,634           12,655        11,786
                                                                        -----                       -----           ------        ------

    Net cash and cash equivalents provided by
     operating activities                                               8,727                       8,642           27,819        11,821
                                                                        -----                       -----           ------        ------

    Investing Activities:

    Purchases of investments                                        (288,910)                   (12,142)       (305,277)     (21,111)

    Maturities of investments                                          21,200                      12,468           37,060        21,343

    Purchases of property and equipment                               (5,237)                    (4,628)        (11,072)     (11,269)

    Capitalization of software development costs                      (1,730)                    (1,078)         (3,340)      (2,512)

    Purchases of strategic investments                                  (600)                          -           (600)            -

    Restricted cash                                                     (158)                          -         (4,589)            -
                                                                         ----                         ---          ------           ---

    Net cash and cash equivalents used in
     investing activities                                           (275,435)                    (5,380)       (287,818)     (13,549)
                                                                     --------                      ------         --------       -------

    Financing Activities:

    Employee taxes paid related to the net share
     settlement of stock-based awards                                   (944)                      (384)         (2,097)      (1,342)

    Proceeds related to the issuance of common
     stock under stock plans                                            3,145                       3,176            7,485         6,168

    Repayments of capital lease obligations                             (278)                      (177)           (518)        (319)

    Proceeds of the issuance of convertible
     notes, net of issuance costs paid of
     $10,755                                                          389,245                           -         389,245             -

    Purchase of note hedge related to
     convertible notes                                               (78,920)                          -        (78,920)            -

    Proceeds from the issuance of warrants
     related to convertible notes, net of
     issuance costs paid of $200                                       58,880                           -          58,880             -
                                                                       ------                         ---          ------           ---

    Net cash and cash equivalents provided by
     financing activities                                             371,128                       2,615          374,075         4,507
                                                                      -------                       -----          -------         -----

    Effect of exchange rate changes on cash and
     cash equivalents                                                   1,416                       (235)           1,844           302
                                                                        -----                        ----            -----           ---

    Net increase in cash and cash equivalents                         105,836                       5,642          115,920         3,081

    Cash and cash equivalents, beginning of
     period                                                            69,786                      53,019           59,702        55,580
                                                                       ------                      ------           ------        ------

    Cash and cash equivalents, end of period                         $175,622                     $58,661         $175,622       $58,661
                                                                     ========                     =======         ========       =======


    Reconciliation of non-GAAP operating income (loss) and operating margin


                                                        Three Months Ended June 30,                Six Months Ended June 30,
                                                        ---------------------------                -------------------------

                                                                               2017           2016                                      2017 2016
                                                                               ----           ----                                      ---- ----

    (in thousands,
     except
     percentages)


    GAAP operating loss                                                             $(10,577)                                $(11,030)            $(18,577)   $(20,891)

    Stock-based
     compensation                                                                      13,006                                     8,475                22,309       14,705

    Amortization of
     acquired
     intangible assets                                                                      -                                       20                    16           44
                                                                                          ---                                      ---                   ---          ---

    Non-GAAP operating
     income (loss)                                                                     $2,429                                  $(2,535)               $3,748     $(6,142)
                                                                                       ======                                   =======                ======      =======


    GAAP operating
     margin                                                                           (11.9%)                                  (17.0%)              (10.8%)     (16.9%)

    Non-GAAP operating
     margin                                                                              2.7%                                   (3.9%)                 2.2%      (5.0%)


    Reconciliation of non-GAAP net
     income (loss)                    Three Months Ended June 30,               Six Months Ended June 30,
                                      ---------------------------               -------------------------

                                                             2017          2016                                      2017 2016
                                                             ----          ----                                      ---- ----

    (in thousands, except per share
     amounts)


    GAAP net loss                                                 $(9,521)                                $(11,064)            $(17,596)   $(21,218)

    Stock-based compensation                                        13,006                                     8,475                22,309       14,705

    Amortization of acquired
     intangibles                                                         -                                       20                    16           44

    Amortization of debt discount and
     debt issuance costs                                             2,683                                         -                2,683            -

    Deferred income tax benefit from
     convertible notes                                             (3,541)                                        -              (3,541)           -
                                                                    ------                                       ---               ------          ---

    Non-GAAP net income (loss)                                      $2,627                                  $(2,569)               $3,871     $(6,469)
                                                                    ======                                   =======                ======      =======


    Non-GAAP net income (loss) per
     share:

    Basic                                                            $0.07                                   $(0.07)                $0.11      $(0.19)

    Diluted                                                          $0.07                                   $(0.07)                $0.10      $(0.19)

    Shares used in non-GAAP per
     share calculations

    Basic                                                           36,654                                    35,023                36,431       34,858

    Diluted                                                         39,170                                    35,023                38,680       34,858


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

    (in thousands, except percentages)

                                                                                         Three Months Ended June 30,
                                                                                         ---------------------------

                                                                                                  2017                                                        2016
                                                                                                  ----                                                        ----

                                               COS,                      COS,     R&D        S&M                     G&A                 COS,
                                           Subscription                                                                             Subscription   COS,       R&D             S&M             G&A

                                                                         Prof.
                                                                       services &
                                                                         other                                                                     Prof.

                                                                                                                                                 services

                                                                                                                                                 & other

    GAAP expense                                            $12,492               $6,099                 $15,889            $50,708                   $14,482          $9,985          $5,210            $11,278         $39,140          $10,391

    Stock -based
     compensation                                             (178)               (666)                (3,461)           (5,113)                  (3,588)          (131)          (477)           (2,272)        (3,469)         (2,126)

    Amortization of
     acquired
     intangibles                                                  -                   -                      -                 -                        -           (13)              -                 -            (7)               -
                                                                ---                 ---                    ---               ---                      ---            ---             ---               ---            ---              ---

    Non-GAAP expense                                        $12,314               $5,433                 $12,428            $45,595                   $10,894          $9,841          $4,733             $9,006         $35,664           $8,265
                                                            =======               ======                 =======            =======                   =======          ======          ======             ======         =======           ======


    GAAP expense as a
     percentage of
     revenue                                                  14.0%                6.8%                  17.8%             56.9%                    16.3%          15.4%           8.0%             17.4%          60.2%           16.0%

    Non-GAAP expense
     as a percentage of
     revenue                                                  13.8%                6.1%                  13.9%             51.2%                    12.2%          15.1%           7.3%             13.9%          54.9%           12.7%

                                                           
    Six Months Ended June 30,
                                                           -------------------------
                                                                   2017                                                      2016
                                                                   ----                                                      ----

                            COS,               COS,     R&D    S&M                G&A                 COS,
                        Subscription                                                             Subscription   COS,         R&D             S&M             G&A

                                               Prof.
                                             services                                                           Prof.

                                              & other                                                         services

                                                                                                              & other

    GAAP expense                     $23,901           $11,762            $29,259        $97,380                   $27,620           $18,895         $10,271            $21,082         $74,338          $20,239

    Stock -based
     compensation                      (293)          (1,115)           (5,903)       (8,874)                  (6,124)            (224)          (800)           (4,030)        (5,895)         (3,756)

    Amortization of
     acquired
     intangibles                         (9)                -                 -           (7)                        -             (31)              -                 -           (13)               -
                                         ---               ---               ---           ---                       ---              ---             ---               ---            ---              ---

    Non-GAAP expense                 $23,599           $10,647            $23,356        $88,499                   $21,496 `         $18,640          $9,471            $17,052         $68,430          $16,483
                                     =======           =======            =======        =======                   =======           =======          ======            =======         =======          =======


    GAAP expense as a
     percentage of
     revenue                           13.9%             6.9%             17.1%         56.8%                    16.1%            15.2%           8.3%             17.0%          60.0%           16.3%

    Non-GAAP expense
     as a percentage of
     revenue                           13.8%             6.2%             13.6%         51.6%                    12.5%            15.0%           7.6%             13.8%          55.2%           13.3%


    Reconciliation of non-GAAP subscription margin

    (in thousands, except percentages)


                                                   Three Months Ended June 30,              Six Months Ended June 30,
                                                   ---------------------------              -------------------------

                                                                          2017         2016                                   2017 2016
                                                                          ----         ----                                   ---- ----


    GAAP subscription
     margin                                                                    $71,871                                $50,931           $137,965  $96,957

    Stock -based
     compensation                                                                  178                                    131                293      224

    Amortization of
     acquired
     intangible assets                                                               -                                    13                  9       31
                                                                                   ---                                   ---                ---      ---

    Non-GAAP
     subscription
     margin                                                                    $72,049                                $51,075           $138,267  $97,212
                                                                               =======                                =======           ========  =======


    GAAP subscription
     margin percentage                                                           85.2%                                 83.6%             85.2%   83.7%

    Non-GAAP
     subscription
     margin percentage                                                           85.4%                                 83.8%             85.4%   83.9%


    Reconciliation of free cash flow

    (in thousands)


                                     Three Months Ended June 30,              Six Months Ended June 30,
                                     ---------------------------              -------------------------

                                                            2017         2016                                    2017 2016
                                                            ----         ----                                    ---- ----


    GAAP net cash and
     cash equivalents
     provided by
     operating
     activities                                                   $8,727                                  $8,642              $27,819     $11,821

    Purchases of
     property and
     equipment                                                   (5,237)                                (4,628)            (11,072)   (11,269)

    Capitalization of
     software
     development costs                                           (1,730)                                (1,078)             (3,340)    (2,512)
                                                                  ------                                  ------               ------      ------

    Non-GAAP free
     cash flow                                                    $1,760                                  $2,936              $13,407    $(1,960)
                                                                  ======                                  ======              =======     =======

Non-GAAP Financial Measures

In this release, HubSpot's non-GAAP operating income (loss), operating margin, subscription margin, expense, expense as a percentage of revenue, net income (loss), 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.

Management presents these non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the company's financial and operational performance. 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. 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. 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 share-based compensation, amortization of acquired intangible assets, non-cash interest expense for the amortization of debt discount and debt issuance costs, and the deferred income tax benefit from convertible notes. We believe investors may want to exclude 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 is a
                     non-cash item, and we believe
                     that the exclusion of this
                     amortization expense provides for
                     a useful comparison of our
                     operating results to prior periods
                     and to our peer companies.






    (c)              In May 2017, the Company issued
                     $400 million of convertible notes
                     due in 2022 with a coupon interest
                     rate of 0.25%. The imputed
                     interest rate of the convertible
                     senior notes was approximately
                     6.95%. 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 interest expense provides
                     for a useful comparison of our
                     operating results to prior periods
                     and to our peer companies.


    (d)              The deferred income tax benefit
                     from the convertible notes issued
                     in May 2017 is a non-cash item
                     created by the difference in the
                     carrying amount and tax basis of
                     the convertible notes. This
                     taxable temporary difference
                     resulted in the Company
                     recognizing a $9.4 million
                     deferred tax liability which was
                     recorded as an adjustment to
                     additional paid-in capital on the
                     consolidated balance sheet.  The
                     creation of the deferred tax
                     liability is recognized as a
                     component of equity and represents
                     a source of future taxable income
                     which supports the realization of
                     a portion of the income tax
                     benefit associated with the
                     current year loss from operations.
                      The deferred income tax benefit
                      from the convertible notes is a
                     non-cash item that is unique to
                     the issuance of the Company's
                     convertible notes, and we believe
                     the exclusion of this deferred tax
                     benefit provides for a useful
                     comparison of our operating
                     results to prior periods and to
                     our peer companies.

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SOURCE HubSpot, Inc.