Sprout Social, Inc. - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 10-Q

_________________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-39156

__________________________________

SPROUT SOCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		27-2404165
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

131 South Dearborn St.	,	Suite 700
Chicago	,	Illinois
60603
(Address of principal executive offices and zip code)

(866)	878-3231
(Registrant's telephone number, including area code)

__________________________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	SPT	The Nasdaq Stock Market LLC

__________________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☒ No

As of October 31, 2022, there were 47,261,729 shares and 7,576,582 shares of the registrant’s Class A and Class B common stock, respectively, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS


		Page
	Cautionary Note Regarding Forward-Looking Statements	2
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Loss	7
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	11
	1. Nature of Operations and Summary of Significant Accounting Policies	11
	2. Revenue Recognition	12
	3. Operating Leases	12
	4. Income Taxes	14
	5. Incentive Stock Plan	14
	6. Commitments and Contingencies	15
	7. Segment and Geographic Data	15
	8. Net Loss per Share	16
	9. Fair Value Measurements	17

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
SIGNATURES		45

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q (“Quarterly Report”) not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements about Sprout Social, Inc.’s (“Sprout Social”) plans, objectives, strategies, financial performance and outlook, trends, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “explore,” “intend,” “long-term model,” “may,” “might” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “strategy,” “target,” “will,” “would,” or the negative of these terms and similar expressions intended to identify forward-looking statements, as they relate to Sprout Social, our business and our management. Forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Sprout Social and our management based on their knowledge and understanding of the business and industry, are inherently uncertain. These forward-looking statements should not be read as a guarantee of future performance or results, and stockholders should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report. Such risks, uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth under “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our most recent Annual Report on Form 10-K under Part I—Item IA, “Risk Factors” and the risks and uncertainties related to the following:

•our ability to attract, retain and grow customers to use our platform and products;

•our future financial performance, including our revenue, cost of revenue, gross profit, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability;

•our ability to access third-party APIs and data on favorable terms;

•our ability to increase spending of existing customers;

•the evolution of the social media industry, including adapting to new regulations and use cases;

•worldwide economic conditions, including the macroeconomic impacts of the COVID-19 pandemic and the ongoing conflict between Russia and Ukraine, and their impact on information technology spending;

•our ability to innovate and provide a superior customer experience;

•our ability to securely maintain customer and other third-party data;

•the effects of increased competition from our market competitors or new entrants to the market;

•our ability to maintain and enhance our brand;

•our estimates of the size of our market opportunities;

•our ability to comply with modified or new laws and regulations applying to our business, including privacy and data security regulations;

•our ability to successfully enter new markets, manage our international expansion and comply with any applicable laws and regulations;

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

•the attraction and retention of qualified employees and key personnel;

•our ability to effectively manage our growth and future expenses;

•the sufficiency of our cash to meet our liquidity needs and our ability to raise additional capital on favorable terms or at all; and

•the other factors set forth under “Risk Factors.”

These factors are not necessarily all of the important factors that could cause our actual financial results, performance, achievements or prospects to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update forward-looking statements to reflect actual results, changes in assumptions, laws or other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


Sprout Social, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data)


	September 30, 2022		December 31, 2021

Assets
Current assets
Cash and cash equivalents	$	95,141	$	107,114
Marketable securities	76,967		69,821

Accounts receivable, net of allowances of $1,562 and $1,298 at September 30, 2022 and December 31, 2021, respectively	26,728		25,483
Deferred commissions	17,929		13,915
Prepaid expenses and other assets	8,483		6,199
Total current assets	225,248		222,532
Marketable securities, noncurrent	9,755		—
Property and equipment, net	12,251		12,854
Deferred commissions, net of current portion	16,816		14,402
Operating lease, right-of-use assets	9,842		9,459

Goodwill	2,299		2,299
Intangible assets, net	2,263		3,045
Other assets, net	48		126

Total assets	$	278,522	$	264,717
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	7,202	$	2,888
Deferred revenue	84,781		69,220
Operating lease liabilities	3,350		2,693
Accrued wages and payroll related benefits	10,989		12,556
Accrued expenses and other	13,134		11,072
Total current liabilities	119,456		98,429

Deferred revenue, net of current portion	264		132
Operating lease liabilities, net of current portion	19,117		20,946

Total liabilities	138,837		119,507
Commitments and contingencies (Note 6)


Sprout Social, Inc.
Condensed Consolidated Balance Sheets (Unaudited) (cont’d)
(in thousands, except share and per share data)


	September 30, 2022		December 31, 2021

Stockholders’ equity
Class A common stock, par value $0.0001 per share; 1,000,000,000 shares authorized; 50,062,955 and 47,218,380 shares issued and outstanding, respectively, at September 30, 2022; 48,663,781 and 45,844,325 shares issued and outstanding, respectively, at December 31, 2021	4		4
Class B common stock, par value $0.0001 per share; 25,000,000 shares authorized; 7,808,026 and 7,601,082 shares issued and outstanding, respectively, at September 30, 2022; 8,516,390 and 8,309,446 shares issued and outstanding, respectively, at December 31, 2021	1		1
Additional paid-in capital	386,593		351,774
Treasury stock, at cost	(32,380)		(30,824)
Accumulated other comprehensive loss	(490)		—
Accumulated deficit	(214,043)		(175,745)
Total stockholders’ equity	139,685		145,210
Total liabilities and stockholders’ equity	$	278,522	$	264,717

See Notes to Condensed Consolidated Financial Statements.


Sprout Social, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Revenue
Subscription	$	64,536	$	48,570	$	182,048	$	133,105
Professional services and other	771		521		2,120		1,489
Total revenue	65,307		49,091		184,168		134,594
Cost of revenue
Subscription	15,008		12,088		43,641		32,723
Professional services and other	304		258		802		775
Total cost of revenue	15,312		12,346		44,443		33,498
Gross profit	49,995		36,745		139,725		101,096
Operating expenses
Research and development	16,278		10,551		44,717		27,831
Sales and marketing	32,411		21,383		88,373		59,358
General and administrative	15,691		11,649		45,162		32,276
Total operating expenses	64,380		43,583		178,252		119,465
Loss from operations	(14,385)		(6,838)		(38,527)		(18,369)
Interest expense	(29)		(78)		(128)		(227)
Interest income	728		73		1,172		190
Other expense, net	(160)		(86)		(558)		(260)
Loss before income taxes	(13,846)		(6,929)		(38,041)		(18,666)
Income tax expense	87		64		257		136
Net loss	$	(13,933)	$	(6,993)	$	(38,298)	$	(18,802)
Net loss per share attributable to common shareholders, basic and diluted	$	(0.25)	$	(0.13)	$	(0.70)	$	(0.35)
Weighted-average shares outstanding used to compute net loss per share, basic and diluted	54,716,770		53,908,520		54,450,003		53,670,652

See Notes to Condensed Consolidated Financial Statements.


Sprout Social, Inc.
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss	$	(13,933)	$	(6,993)	$	(38,298)	$	(18,802)
Other comprehensive loss:
Net unrealized loss on available-for-sale securities, net of tax	(176)		—		(490)		—
Comprehensive loss	$	(14,109)	$	(6,993)	$	(38,788)	$	(18,802)

See Notes to Condensed Consolidated Financial Statements.


Sprout Social, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except share data)


	Voting Common Stock (Class A and B)			Additional Paid-in Capital		Treasury Stock			Accumulated other comprehensive loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balances at June 30, 2022	54,633,680	$	5	$	373,519	3,045,562	$	(32,037)	(314)		$	(200,110)	$	141,063
Exercise of stock options	—	—		—									—
Stock-based compensation				13,074									13,074
Issuance of common stock from equity award settlement	185,782	—											—
Taxes paid related to net share settlement of equity awards						5,957	(343)						(343)

Other comprehensive loss, net of tax									(176)				(176)
Net loss											(13,933)		(13,933)
Balances at September 30, 2022	54,819,462	$	5	$	386,593	3,051,519	$	(32,380)	$	(490)	$	(214,043)	$	139,685


	Voting Common Stock (Class A and B)			Additional Paid-in Capital		Treasury Stock			Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balances at June 30, 2021	53,804,274	$	5	$	339,389	3,022,739	$	(30,380)	$	(158,852)	$	150,162
Exercise of stock options	1,247	—		1							1
Stock-based compensation				5,226							5,226
Issuance of common stock from equity award settlement	163,863	—									—
Taxes paid related to net share settlement of equity awards						3,661	(444)				(444)

Net loss									(6,993)		(6,993)
Balances at September 30, 2021	53,969,384	$	5	$	344,616	3,026,400	$	(30,824)	$	(165,845)	$	147,952


Sprout Social, Inc.
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except share data)


	Voting Common Stock (Class A and B)			Additional Paid-in Capital		Treasury Stock			Accumulated other comprehensive loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balances at December 31, 2021	54,153,771	$	5	$	351,774	3,026,400	$	(30,824)	$	—	$	(175,745)	$	145,210
Exercise of stock options	38,545	—		14									14
Stock-based compensation				34,130									34,130
Issuance of common stock from equity award settlement	613,477	—											—
Taxes paid related to net share settlement of equity awards						25,119	(1,556)						(1,556)
Issuance of common stock in connection with employee stock purchase plan	13,669	—		675									675
Other comprehensive loss, net of tax									(490)				(490)




Net loss											(38,298)		(38,298)
Balances at September 30, 2022	54,819,462	$	5	$	386,593	3,051,519	$	(32,380)	$	(490)	$	(214,043)	$	139,685


	Voting Common Stock (Class A and B)			Additional Paid-in Capital		Treasury Stock			Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount
Balances at December 31, 2020	53,266,472	$	5	$	328,343	3,006,448	$	(29,206)	$	(147,043)	$	152,099
Exercise of stock options	56,747	—		30							30
Stock-based compensation				14,579							14,579
Issuance of common stock from equity award settlement	646,165	—									—
Taxes paid related to net share settlement of equity awards						19,952	(1,618)				(1,618)
Proceeds from disgorgement of stockholder short-swing profits				1,664							1,664



Net loss									(18,802)		(18,802)
Balances at September 30, 2021	53,969,384	$	5	$	344,616	3,026,400	$	(30,824)	$	(165,845)	$	147,952

See Notes to Condensed Consolidated Financial Statements.


Sprout Social, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)


	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities
Net loss	$	(38,298)	$	(18,802)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation of property and equipment	2,127		2,230
Amortization of line of credit issuance costs	30		144
Amortization of premium (accretion of discount) on marketable securities	(20)		502
Amortization of acquired intangible assets	782		782
Amortization of deferred commissions	13,310		8,620
Amortization of right-of-use operating lease asset	696		503
Stock-based compensation expense	34,030		14,579
Provision for accounts receivable allowances	562		141
Changes in operating assets and liabilities
Accounts receivable	(1,807)		995
Prepaid expenses and other current assets	(2,208)		2,510
Deferred commissions	(19,738)		(14,988)
Accounts payable and accrued expenses	4,808		4,414
Deferred revenue	15,693		12,231
Lease liabilities	(2,251)		(1,521)
Net cash provided by operating activities	7,716		12,340
Cash flows from investing activities
Purchases of property and equipment	(1,427)		(662)
Purchases of marketable securities	(135,742)		(79,524)
Proceeds from maturity of marketable securities	118,370		68,710
Net cash used in investing activities	(18,799)		(11,476)
Cash flows from financing activities
Payments for line of credit issuance costs	(23)		(123)
Proceeds from exercise of stock options	14		30
Proceeds from employee stock purchase plan	675		—
Proceeds from disgorgement of stockholders short-swing profits	—		1,664
Employee taxes paid related to the net share settlement of stock-based awards	(1,556)		(1,618)

Net cash used in financing activities	(890)		(47)
Net (decrease) increase in cash and cash equivalents	(11,973)		817
Cash and cash equivalents
Beginning of period	107,114		114,515
End of period	$	95,141	$	115,332




Supplemental noncash disclosures
Operating lease liability arising from operating ROU asset obtained	$	1,079	$	—

See Notes to Condensed Consolidated Financial Statements.


Sprout Social, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

1.Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Sprout Social, Inc. (“Sprout Social” or the “Company”), a Delaware corporation, began operating on April 21, 2010 to design, develop and operate a web-based comprehensive social media management tool enabling companies to manage and measure their online presence. Customers access their accounts online via a web-based interface or a mobile application. Some customers also purchase the Company’s professional services, which primarily consist of consulting and training services. The Company’s fiscal year end is December 31. The Company’s customers are primarily located throughout the United States, and a portion of customers are located in foreign countries. The Company is headquartered in Chicago, Illinois.

Principles of Consolidation and Basis of Presentation

The unaudited condensed consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The Company has prepared the unaudited condensed consolidated financial statements on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the year ended December 31, 2021, and these unaudited condensed consolidated financial statements include all normal recurring adjustments necessary for a fair statement of the results of the interim periods presented but are not necessarily indicative of the results of operations to be anticipated for the full year or any future period. The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date but does not include all disclosures including certain disclosures required by GAAP on an annual basis. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances, including but not limited to the potential impacts arising from the COVID-19 pandemic and the effects of global macroeconomic and geopolitical uncertainty. As the extent and duration of the impact of these factors remains uncertain, the Company’s estimates and judgments may evolve as conditions change. The Company is not aware of any events or circumstances that would require an update to its estimates and judgments or a revision of the carrying value of its assets or liabilities as of November 4, 2022, the date of issuance of this Quarterly Report on Form 10-Q. Actual results could differ from those estimates.

The Company’s estimates and judgments include, but are not limited to, the estimated period of benefit for incremental costs of obtaining a contract with a customer, the incremental borrowing rate for


Sprout Social, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

operating leases, calculation of allowance for credit losses, useful lives of long-lived assets, stock-based compensation, income taxes, commitments and contingencies and litigation, among others.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in Note 1, “Nature of Operations and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022. There have been no significant changes to these policies during the nine months ended September 30, 2022.

2.Revenue Recognition

Disaggregation of Revenue

The Company provides disaggregation of revenue based on geographic region in Note 7 and based on the subscription versus professional services and other classification on the condensed consolidated statements of operations, as it believes these best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Deferred Revenue

Deferred revenue is recorded upon establishment of unconditional right to payment under non-cancelable contracts and is recognized as the revenue recognition criteria are met. The Company generally invoices customers in advance in monthly, quarterly, semi-annual and annual installments. The deferred revenue balance is influenced by several factors, including the compounding effects of renewals, invoice duration, timing and size. The amount of revenue recognized during the three months ended September 30, 2022 and 2021 that was included in deferred revenue at the beginning of each period was $38.8 million and $26.8 million, respectively. The amount of revenue recognized during the nine months ended September 30, 2022 and 2021 that was included in deferred revenue at the beginning of each period was $63.6 million and $39.3 million, respectively.

As of September 30, 2022, including amounts already invoiced and amounts contracted but not yet invoiced, $136.9 million of revenue is expected to be recognized from remaining performance obligations, of which 81% is expected to be recognized in the next 12 months, with the remainder thereafter.

3.Operating Leases

The Company has operating lease agreements for offices in Chicago, Illinois, and Seattle, Washington. The Chicago lease expires in January 2028 and the Seattle lease expires in January 2031. The Company’s existing operating leases require escalating monthly rental payments ranging from $72,000 to $280,000. Under the terms of the lease agreements, the Company is also responsible for its proportionate share of taxes and operating costs, which are treated as variable lease costs. The Company’s operating leases typically contain options to extend or terminate the term of the lease. The Company currently does not include any options to extend leases in its lease terms as it is not reasonably certain to exercise them. As such, it has recorded lease obligations only through the initial optional termination dates above.

The Company entered into a new lease agreement for an office in Dublin, Ireland, with an expected total future commitment of $1.1 million and lease commencement date of July 2022. The lease has an expected expiration date of June 2024. For accounting purposes under ASC 842, the lease


Sprout Social, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

commenced on June 30, 2022, resulting in the recording of a $1.1 million right-of-use operating lease asset and operating lease liability.

The following table provides a summary of operating lease assets and liabilities as of September 30, 2022 (in thousands):


Assets
Operating lease right-of-use assets	$	9,842
Liabilities
Operating lease liabilities	3,350
Operating lease liabilities, non-current	19,117
Total operating lease liabilities	$	22,467

The following table provides information about leases on the condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Operating lease expense	$	640	$	503	$	1,646	$	1,505
Variable lease expense	866		839		2,599		2,517

Within the condensed consolidated statements of operations, operating and variable lease expense are recorded in General and administrative expenses. Cash payments related to operating leases for the nine months ended September 30, 2022 and September 30, 2021 were $5.7 million and $5.0 million, respectively. As of September 30, 2022, the weighted-average remaining lease term is 6.1 years and the weighted-average discount rate is 5.5%.

Remaining maturities of operating lease liabilities as of September 30, 2022 are as follows (in thousands):


Years ending December 31,
2022	$	1,112
2023	4,513
2024	4,358
2025	4,205
2026	4,298
Thereafter	7,995
Total future minimum lease payments	$	26,481
Less: imputed interest	(4,014)

Total operating lease liabilities	$	22,467


Sprout Social, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

4.Income Taxes

The provision for income taxes for interim periods is generally determined using an estimate of the Company’s annual effective tax rate, excluding jurisdictions for which no tax benefit can be recognized due to valuation allowances. The Company’s effective tax rate generally differs from the U.S. federal statutory rate primarily due to a valuation allowance related to the Company’s federal and state deferred tax assets.

The Company accounts for Global Intangible Low–Taxed Income (“GILTI”) as a current-period expense when incurred. Therefore, the Company has not recorded deferred taxes for basis differences expected to reverse in the future periods.

There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the nine months ended September 30, 2022, the Company recognized an immaterial provision related to foreign income taxes.

5.Incentive Stock Plan

Stock-based compensation expense is included in the unaudited condensed consolidated statements of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(in thousands)
Cost of revenue	$	674	$	280	$	1,888	$	698
Research and development	3,122		1,067		7,907		2,721
Sales and marketing	6,164		2,316		16,341		6,793
General and administrative	3,014		1,563		7,894		4,367
Total stock-based compensation	$	12,974	$	5,226	$	34,030	$	14,579


Sprout Social, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

6.Commitments and Contingencies

Contractual Obligations

The Company has non-cancellable minimum guaranteed purchase commitments for primarily data and services. Material contractual commitments as of September 30, 2022 that are not disclosed elsewhere are as follows (in thousands):


Years ending December 31,
2022	$	7,578
2023	17,687
2024	2,523
2025	610
2026	—
Thereafter	—
Total contract commitments	$	28,398

Legal Matters

From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. There were no material such matters as of and for the period ended September 30, 2022.

Indemnification

In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with third parties, including vendors, customers, investors and the Company’s directors and officers. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. There were no material obligations under such indemnification agreements as of and for the period ended September 30, 2022.

7.Segment and Geographic Data

The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information for purposes of making operating decisions, assessing financial performance and allocating resources. The Company’s CODM evaluates financial information on a consolidated basis. As the Company operates as one operating segment, all required segment financial information is found in the condensed consolidated financial statements.

Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. As of September 30, 2022 and December 31, 2021, there were no significant long-lived assets held by entities outside of the United States.


Sprout Social, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Revenue by geographical region is determined by location of the Company’s customers. Revenue from customers outside of the United States was approximately 28% for the nine months ended September 30, 2022 and 2021. Revenue by geographical region is as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Americas	$	51,315	$	38,888	$	144,830	$	105,998
EMEA	10,984		7,788		30,713		21,743
Asia Pacific	3,008		2,415		8,625		6,853
Total	$	65,307	$	49,091	$	184,168	$	134,594

8.Net Loss per Share

Basic net loss per share is calculated by dividing the net loss by the weighted average number of outstanding shares of common stock for each period. Diluted net loss per share is calculated by giving effect to all potential dilutive common stock equivalents, which includes stock options, restricted stock units, and restricted stock awards. Because the Company incurred net losses each period, the basic and diluted calculations are the same. Basic and diluted net loss per share are the same for each class of common stock, as both Class A and Class B stockholders are entitled to the same liquidation and dividend rights.

The following table presents the calculation for basic and diluted net loss per share (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net loss attributable to common shareholders	$	(13,933)	$	(6,993)	$	(38,298)	$	(18,802)
Weighted average common shares outstanding	54,716,770		53,908,520		54,450,003		53,670,652
Net loss per share, basic and diluted	$	(0.25)	$	(0.13)	$	(0.70)	$	(0.35)

The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share for each period, as the impact of including them would have been anti-dilutive.


	September 30,
	2022	2021
Stock options outstanding	59,510	104,263
RSUs	2,688,608	1,897,648
Total potentially dilutive shares	2,748,118	2,001,911


Sprout Social, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

9. Fair Value Measurements

The Company measures certain financial assets at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•Level 1: Quoted prices in active markets for identical assets or liabilities.

•Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Unobservable inputs that are supported by little or no market activity.

The following tables present information about the Company’s financial assets that are measured at fair value and indicate the fair value hierarchy of the valuation inputs used (in thousands):


	September 30, 2022
	Level 1		Level 2		Level 3		Total
Marketable Securities:
Corporate bonds	$	—	$	26,918	$	—	$	26,918
Commercial paper	—		36,975		—		36,975
U.S. Treasury securities	—		16,415		—		16,415
Asset-backed securities	—		3,643		—		3,643
U.S. agency securities	—		2,771		—		2,771
Total assets	$	—	$	86,722	$	—	$	86,722


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Marketable Securities:
Corporate bonds	$	—	$	26,274	$	—	$	26,274
Commercial paper	—		33,481		—		33,481

Asset-backed securities	—		$	10,066	$	—	10,066
Total assets	$	—	$	69,821	$	—	$	69,821

Marketable securities are classified within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market.

The carrying amounts of certain financial instruments, including cash held in banks, cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short-term maturities and are excluded from the fair value tables above.

For the periods presented, the Company held investment-grade marketable securities which were accounted for as available-for-sale securities. As of September 30, 2022 and December 31, 2021, there


Sprout Social, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

was not a significant difference between the amortized cost and fair value of these securities. The gross unrealized gains and losses associated with these securities were immaterial in the periods presented.

The following table classifies our marketable securities by contractual maturity (in thousands):


	September 30, 2022	December 31, 2021
Due in one year or less	76,967	69,821
Due after one year and within two years	9,755	—
Total	86,722	69,821

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties, including the potential impact of the COVID-19 pandemic on our business. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in this Quarterly Report and Part I—Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021, and in other parts of this Quarterly Report. See "Cautionary Note Regarding Forward-Looking Statements."

Overview

Sprout Social is a powerful, centralized platform that provides the critical business layer to unlock the massive commercial value of social media. We have made it increasingly easy to standardize on Sprout Social as the centralized system of record for social and to help customers maximize the value of this mission critical channel. Currently, more than 34,000 customers across more than 100 countries rely on our platform.

Introduced in 2011, our cloud software brings together social messaging, data and workflows in a unified system of record, intelligence and action. Operating across major networks, including Twitter, Facebook, Instagram, TikTok, Pinterest, LinkedIn, Google, Reddit, Glassdoor and YouTube, and commerce platforms Facebook Shops, Shopify and WooCommerce, we provide organizations with a centralized platform to manage their social media efforts across stakeholders and business functions. Virtually every aspect of business has been impacted by social media, from marketing, sales, commerce and public relations to customer service, product and strategy, creating a need for an entirely new category of software. We offer our customers a centralized, secure and powerful platform to manage this broad, complex channel effectively across their organization.

We generate revenue primarily from subscriptions to our social media management platform under a software-as-a-service model. Our subscriptions can range from monthly to one-year or multi-year arrangements and are generally non-cancellable during the contractual subscription term. Subscription revenue is recognized ratably over the contract terms beginning on the date the product is made available to customers, which typically begins on the commencement date of each contract. We also generate revenue from professional services related to our platform provided to certain customers, which is recognized at the time these services are provided to the customer. This revenue has historically represented less than 1% of our revenue and is expected to be immaterial for the foreseeable future.

Our tiered subscription-based model allows our customers to choose among three core plans to meet their needs. Each plan is licensed on a per user per month basis at prices dependent on the level of features offered. Additional product modules, which offer increased functionality depending on a customer’s needs, can be purchased by the customer on a per user per month basis.

We generated revenue of $65.3 million and $49.1 million during the three months ended September 30, 2022 and 2021, respectively, representing growth of 33%. We generated revenue of $184.2 million and $134.6 million during the nine months ended September 30, 2022 and 2021, respectively, representing growth of 37%. In the nine months ended September 30, 2022, software subscriptions contributed 99% of our revenue.

We generated net losses of $13.9 million and $7.0 million during the three months ended September 30, 2022 and 2021, respectively, which included stock-based compensation expense of $13.0 million and $5.3 million, respectively. We generated net losses of $38.3 million and $18.8 million during the nine months ended September 30, 2022 and 2021, respectively, which included stock-based

compensation expense of $34.0 million and $14.6 million, respectively. We expect to continue investing in the growth of our business and, as a result, generate net losses for the foreseeable future.

COVID-19

We continue to monitor the actual and potential effects of the COVID-19 pandemic across our business. The extent of the pandemic’s impact on our operational and financial performance and financial position will depend on certain developments, including the duration and spread of the outbreak and the governmental responses to address the pandemic and any re-emergence of COVID-19, impact on our customers and sales cycles and impact on our employees, all of which are uncertain and cannot be predicted.

Given the importance of our technology platform and heightened market awareness of social media as a strategic communications channel, the pandemic has not had a material adverse impact on our operational and financial performance to date. We will continue to monitor the potential impact of COVID-19; however, at this time, the extent to which the pandemic may impact our financial condition or results of operations is uncertain.

Key Factors Affecting Our Performance

Acquiring new customers

We are focused on continuing to organically grow our customer base by increasing demand for our platform and penetrating our addressable market. We have invested, and expect to continue to invest, heavily in expanding our sales force and marketing efforts to acquire new customers. Currently, we have more than 34,000 customers. In November 2022, we announced a price increase, which may result in a decrease in our total number of customers or the number of new customers we are able to acquire, even as the average spend of each new customer increases over time.

Expanding within our current customer base

We believe that there is a substantial and largely untapped opportunity for organic growth within our existing customer base. Customers often begin by purchasing a small number of user subscriptions and then expand over time, increasing the number of users or social profiles, as well as purchasing additional product modules. Customers may then expand use-cases between various departments to drive collaboration across their organizations. Our sales and customer success efforts include encouraging organizations to expand use-cases to more fully realize the value from the broader adoption of our platform throughout an organization. We will continue to invest in enhancing awareness of our brand, creating additional uses for our products and developing more products, features and functionality of existing products, which we believe are vital to achieving increased adoption of our platform. We have a history of attracting new customers and we have increased our focus on expanding their use of our platform over time.

Sustaining product and technology innovation

Our success is dependent on our ability to sustain product and technology innovation and maintain the competitive advantage of our proprietary technology. We continue to invest resources to enhance the capabilities of our platform by introducing new products, features and functionality of existing products.

International expansion

We see international expansion as a meaningful opportunity to grow our platform. Revenue generated from non-U.S. customers during the nine months ended September 30, 2022 was approximately 28% of our total revenue. We have built local teams in Ireland, Canada, the United Kingdom, Singapore, India, Australia and the Philippines to support our growth internationally. We believe

global demand for our platform and offerings will continue to increase as awareness of our platform in international markets grows. We plan to continue adding to our local sales, customer support and customer success teams in select international markets over time.

Key Business Metrics

We review the following key business metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions.

Number of customers

We define a customer as a unique account, multiple accounts containing a common non-personal email domain, or multiple accounts governed by a single agreement. We believe that the number of customers using our platform is an indicator not only of our market penetration, but also of our potential for future growth as our customers often expand their adoption of our platform over time based on an increased awareness of the value of our platform and products.


	As of September 30,
	2022	2021
Number of customers	34,258	30,705

ARR

We define ARR as the annualized revenue run-rate of subscription agreements from all customers as of the last date of the specified period. We believe ARR is an indicator of the scale of our entire platform while mitigating fluctuations due to seasonality and contract term.


	As of September 30,
	2022		2021
	(in thousands)
ARR	$	271,266	$	204,641

Number of customers contributing more than $10,000 in ARR

We define customers contributing more than $10,000 in ARR as those on a paid subscription plan that had more than $10,000 in ARR as of a period end.

We view the number of customers that contribute more than $10,000 in ARR as a measure of our ability to scale with our customers and attract larger organizations. We believe this represents potential for future growth, including expanding within our current customer base. Over time, larger customers have constituted a greater share of our revenue.


	As of September 30,
	2022	2021
Number of customers contributing more than $10,000 in ARR	6,111	4,380

Number of customers contributing more than $50,000 in ARR

We define customers contributing more than $50,000 in ARR as those on a paid subscription plan that had more than $50,000 in ARR as of a period end.

We view the number of customers that contribute more than $50,000 in ARR as a measure of our ability to scale with our largest customers and attract more sophisticated organizations. We believe this

represents potential for future growth, including expanding within our current customer base. Over time, our largest customers have constituted a greater share of our revenue.


	As of September 30,
	2022	2021
Number of customers contributing more than $50,000 in ARR	843	478

Components of our Results of Operations

Revenue

Subscription

We generate revenue primarily from subscriptions to our social media management platform under a software-as-a-service model. Our subscriptions can range from monthly to one-year or multi-year arrangements and are generally non-cancellable during the contractual subscription term. Subscription revenue is recognized ratably over the contract terms beginning on the date our product is made available to customers, which typically begins on the commencement date of each contract. Our customers do not have the right to take possession of the online software solution. We also generate a small portion of our subscription revenue from third-party resellers.

Professional Services

We sell professional services consisting of, but not limited to, implementation fees, specialized training, one-time reporting services and recurring periodic reporting services. Professional services revenue is recognized at the time these services are provided to the customer. This revenue has historically represented less than 1% of our revenue and is expected to be immaterial for the foreseeable future.

Cost of Revenue

Subscription

Cost of revenue primarily consists of expenses related to hosting our platform and providing support to our customers. These expenses are comprised of fees paid to data providers, hosted data center costs and personnel costs directly associated with cloud infrastructure, customer success and customer support, including salaries, benefits, bonuses and allocated overhead. These costs also include depreciation expense and amortization expense related to acquired developed technologies. Overhead associated with facilities and information technology is allocated to cost of revenue and operating expenses based on headcount. Although we expect our cost of revenue to increase in absolute dollars as our business and revenue grows, we expect our cost of revenue to decrease as a percentage of our revenue over time.

Professional Services and Other

Cost of professional services primarily consists of expenses related to our professional services organization and are comprised of personnel costs, including salaries, benefits, bonuses and allocated overhead.

Gross Profit and Gross Margin

Gross margin is calculated as gross profit as a percentage of total revenue. Our gross margin may fluctuate from period to period based on revenue earned, the timing and amount of investments made to expand our hosting capacity, our customer support and professional services teams and in hiring

additional personnel, and the impact of acquisitions. We expect our gross profit and gross margin to increase as our business grows over time.

Operating Expenses

Research and Development

Research and development expenses primarily consist of personnel costs, including salaries, benefits and allocated overhead. Research and development expenses also include depreciation expense and other expenses associated with product development. We plan to increase the dollar amount of our investment in research and development for the foreseeable future as we focus on developing new features and enhancements to our plan offerings.

Sales and Marketing

Sales and marketing expenses primarily consist of personnel costs directly associated with our sales and marketing department, online advertising expenses, as well as allocated overhead, including depreciation expense and amortization related to acquired developed technologies. Sales force commissions and bonuses are considered incremental costs of obtaining a contract with a customer. Sales commissions are earned and recorded at contract commencement for both new customer contracts and expansion of contracts with existing customers. Sales commissions are deferred and amortized on a straight-line basis over a period of benefit of three years. We plan to increase the dollar amount of our investment in sales and marketing for the foreseeable future, primarily for increased headcount for our sales department.

General and Administrative

General and administrative expenses primarily consist of personnel expenses associated with our finance, legal, human resources and other administrative employees. Our general and administrative expenses also include professional fees for external legal, accounting and other consulting services, depreciation and amortization expense, as well as allocated overhead. We expect to increase the size of our general and administrative functions to support the growth of our business. We also recognized certain non-recurring professional fees and other expenses as part of our transition to becoming a public company and expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with rules and regulations applicable to companies listed on a U.S. securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, investor relations and professional services. We expect the dollar amount of our general and administrative expenses to increase for the foreseeable future. However, we expect our general and administrative expenses to decrease as a percentage of revenue over time.

Interest Income (Expense), Net

Interest income (expense), net consists primarily of interest expense related to our line of credit, which expired in January 2022, and is offset by interest income earned on our cash and investment balances.

Other Expense, Net

Other expense, net primarily consists of foreign currency transaction gains and losses.

Income Tax Provision

The income tax provision consists of current and deferred taxes for our foreign jurisdictions. We have historically reported a taxable loss in our most significant jurisdiction, the United States, and have a full valuation allowance against our deferred tax assets. We expect this trend to continue for the foreseeable future.

Results of Operations

The following tables set forth information comparing the components of our results of operations in dollars and as a percentage of total revenue for the periods presented.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(in thousands)
Revenue
Subscription	$	64,536	$	48,570	$	182,048	$	133,105
Professional services and other	771		521		2,120		1,489
Total revenue	65,307		49,091		184,168		134,594
Cost of revenue(1)
Subscription	15,008		12,088		43,641		32,723
Professional services and other	304		258		802		775
Total cost of revenue	15,312		12,346		44,443		33,498
Gross profit	49,995		36,745		139,725		101,096
Operating expenses
Research and development(1)	16,278		10,551		44,717		27,831
Sales and marketing(1)	32,411		21,383		88,373		59,358
General and administrative(1)	15,691		11,649		45,162		32,276
Total operating expenses	64,380		43,583		178,252		119,465
Loss from operations	(14,385)		(6,838)		(38,527)		(18,369)
Interest expense	(29)		(78)		(128)		(227)
Interest income	728		73		1,172		190
Other expense, net	(160)		(86)		(558)		(260)
Loss before income taxes	(13,846)		(6,929)		(38,041)		(18,666)
Income tax expense	87		64		257		136
Net loss	$	(13,933)	$	(6,993)	$	(38,298)	$	(18,802)

_______________

(1)Includes stock-based compensation expense as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(in thousands)
Cost of revenue	$	674	$	280	$	1,888	$	698
Research and development	3,122		1,067		7,907		2,721
Sales and marketing	6,164		2,316		16,341		6,793
General and administrative	3,014		1,563		7,894		4,367
Total stock-based compensation	$	12,974	$	5,226	$	34,030	$	14,579


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(as a percentage of total revenue)
Revenue
Subscription	99	%	99	%	99	%	99	%
Professional services and other	1	%	1	%	1	%	1	%
Total revenue	100	%	100	%	100	%	100	%
Cost of revenue
Subscription	23	%	25	%	24	%	24	%
Professional services and other	—	%	1	%	—	%	1	%
Total cost of revenue	23	%	25	%	24	%	25	%
Gross profit	77	%	75	%	76	%	75	%
Operating expenses
Research and development	25	%	21	%	24	%	21	%
Sales and marketing	50	%	44	%	48	%	44	%
General and administrative	24	%	24	%	25	%	24	%
Total operating expenses	99	%	89	%	97	%	89	%
Loss from operations	(22)	%	(14)	%	(21)	%	(14)	%
Interest expense	—	%	—	%	—	%	—	%
Interest income	1	%	—	%	1	%	—	%
Other expense, net	—	%	—	%	—	%	—	%
Loss before income taxes	(21)	%	(14)	%	(21)	%	(14)	%
Income tax expense	—	%	—	%	—	%	—	%
Net loss	(21)	%	(14)	%	(21)	%	(14)	%

Note: Certain amounts may not sum due to rounding

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Revenue


	Three Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Revenue
Subscription	$	64,536		$	48,570		$	15,966	33	%
Professional services and other	771			521			250		48	%
Total revenue	$	65,307		$	49,091		$	16,216	33	%
Percentage of Total Revenue
Subscription	99		%	99		%
Professional services and other	1		%	1		%

The increase in subscription revenue was primarily driven by revenue from new customers and expansion within existing customers. The total number of customers grew from 30,705 as of September 30, 2021 to 34,258 as of September 30, 2022. Customers contributing over $10,000 in ARR grew 40% versus the prior year and customers contributing over $50,000 in ARR grew 76% versus the prior year. The increase in new customers was primarily driven by our growing sales force capacity to meet market demand. Expansion within existing customers was driven by our ability to increase the number of users, social profiles and products purchased by customers. This is in part attributable to the expansion of use-cases across various functions within our existing customers’ organizations.

Cost of Revenue and Gross Margin


	Three Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Cost of revenue
Subscription	$	15,008		$	12,088		$	2,920	24	%
Professional services and other	304			258			46		18	%
Total cost of revenue	15,312			12,346			2,966		24	%
Gross profit	$	49,995		$	36,745		$	13,250	36	%
Gross margin
Total gross margin	77		%	75		%

The increase in cost of subscription revenue for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 was primarily due to the following:


	Change
	(in thousands)
Data provider fees	$	2,282
Stock-based compensation expense	394
Personnel costs	199
Other	45
Subscription cost of revenue	$	2,920

Fees paid to our data providers increased due to revenue growth. The increase in stock-based compensation expense and personnel costs increased primarily as a result of a 10% increase in headcount as we continue to grow our customer support and customer success teams to support our customer growth.

Operating Expenses

Research and Development


	Three Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Research and development	$	16,278		$	10,551		$	5,727	54	%
Percentage of total revenue	25		%	21		%

The increase in research and development expense for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 was primarily due to the following:


	Change
	(in thousands)
Personnel costs	$	3,303
Stock-based compensation expense	2,055
Other	369
Research and development	$	5,727

Personnel costs increased primarily as a result of a 42% increase in headcount to grow our research and development teams to drive our technology innovation through the development and maintenance of our platform. The increase in stock-based compensation expense was primarily due to the increased headcount.

Sales and Marketing


	Three Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Sales and marketing	$	32,411		$	21,383		$	11,028	52	%
Percentage of total revenue	50		%	44		%

The increase in sales and marketing expense for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 was primarily due to the following:


	Change
	(in thousands)
Personnel costs	$	7,062
Stock-based compensation expense	3,848
Other	118
Sales and marketing	$	11,028

Personnel costs increased primarily as a result of a 46% increase in headcount as we continue to expand our sales teams to grow our customer base, as well as additional sales commission expense due to the year-over-year sales growth, which increased the amortization of contract acquisition costs. The increase in stock-based compensation expense was primarily due to the increased headcount and awards granted to our President.

General and Administrative


	Three Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
General and administrative	$	15,691		$	11,649		$	4,042	35	%
Percentage of total revenue	24		%	24		%

The increase in general and administrative expense for the three months ended September 30, 2022 compared to the three months ended September 30, 2021 was primarily due to the following:


	Change
	(in thousands)
Personnel costs	$	2,855
Stock-based compensation expense	1,451
Other	(264)
General and administrative	$	4,042

Personnel costs increased primarily as a result of a 36% increase in headcount as we continue to grow our business and operate as a publicly traded company. The increase in stock-based compensation expense was primarily due to the increased headcount.

Interest Income (Expense), Net


	Three Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Interest income (expense), net	$	699		$	(5)		$	704	n/m(1)
Percentage of total revenue	—		%	—		%

_________________

(1)Calculated metric is not meaningful.

The increase in interest income (expense), net was primarily driven by the increased investment in marketable securities.

Other Expense, Net


	Three Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Other expense net	$	(160)		$	(86)		$	(74)	86	%
Percentage of total revenue	—		%	—		%

The change in other expense, net was primarily driven by foreign exchange transaction losses.

Income Tax Expense


	Three Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Income tax expense	$	87		$	64		$	23	36	%
Percentage of total revenue	—		%	—		%

The increase in income tax expense is due to higher earnings in foreign jurisdictions.

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Revenue


	Nine Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Revenue
Subscription	$	182,048		$	133,105		$	48,943	37	%
Professional services and other	2,120			1,489			631		42	%
Total revenue	$	184,168		$	134,594		$	49,574	37	%
Percentage of Total Revenue
Subscription	99		%	99		%
Professional services and other	1		%	1		%

Cost of Revenue and Gross Margin


	Nine Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Cost of revenue
Subscription	$	43,641		$	32,723		$	10,918	33	%
Professional services and other	802			775			27		3	%
Total cost of revenue	44,443			33,498			10,945		33	%
Gross profit	$	139,725		$	101,096		$	38,629	38	%
Gross margin
Total gross margin	76		%	75		%

The increase in cost of subscription revenue for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was primarily due to the following:


	Change
	(in thousands)
Data provider fees	$	6,811
Personnel costs	2,675
Stock-based compensation expense	1,190
Other	242
Subscription cost of revenue	$	10,918

Fees paid to our data providers increased due to revenue growth. Personnel costs increased primarily as a result of a 10% increase in headcount as we continue to grow our customer support and customer success teams to support our customer growth. The increase in stock-based compensation expense was primarily due to the increased headcount.

Operating Expenses

Research and Development


	Nine Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Research and development	$	44,717		$	27,831		$	16,886	61	%
Percentage of total revenue	24		%	21		%

The increase in research and development expense for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was primarily due to the following:


	Change
	(in thousands)
Personnel costs	$	11,047
Stock-based compensation expense	5,186
Other	653
Research and development	$	16,886

Sales and Marketing


	Nine Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Sales and marketing	$	88,373		$	59,358		$	29,015	49	%
Percentage of total revenue	48		%	44		%

The increase in sales and marketing expense for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was primarily due to the following:


	Change
	(in thousands)
Personnel costs	$	18,844
Stock-based compensation expense	9,548
Other	623
Sales and marketing	$	29,015

General and Administrative


	Nine Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
General and administrative	$	45,162		$	32,276		$	12,886	40	%
Percentage of total revenue	25		%	24		%

The increase in general and administrative expense for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021 was primarily due to the following:


	Change
	(in thousands)
Personnel costs	$	7,042
Stock-based compensation expense	3,527
Credit losses on accounts receivable	421
Other	1,896
General and administrative	$	12,886

Personnel costs increased primarily as a result of a 36% increase in headcount as we continue to grow our business and operate as a publicly traded company. The increase in stock-based

compensation expense was primarily due to the increased headcount. The increase in credit losses on accounts receivable was primarily driven by higher accounts receivable balances. The increase in other was driven by $0.5 million in higher accounting fees, $0.3 million in higher employee training costs, $0.3 million in recruiting costs and the remainder due to various other expenses related to overhead.

Interest Income (Expense), Net


	Nine Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Interest income (expense), net	$	1,044		$	(37)		$	1,081	n/m(1)
Percentage of total revenue	—		%	—		%

_________________

(1)Calculated metric is not meaningful.

The increase in interest income (expense), net was primarily driven by the increased investment in marketable securities.

Other Expense, Net


	Nine Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Other expense net	$	(558)		$	(260)		$	(298)	115	%
Percentage of total revenue	—		%	—		%

The change in other expense, net was primarily driven by foreign exchange transaction losses.

Income Tax Expense


	Nine Months Ended September 30,						Change
	2022			2021			Amount		%

	(dollars in thousands)
Income tax expense	$	257		$	136		$	121	89	%
Percentage of total revenue	—		%	—		%

The increase in income tax expense is due to higher earnings in foreign jurisdictions.

Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles, or GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the below non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance by excluding certain items that may not be indicative of our business, operating results or future outlook.

However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(dollars in thousands, except per share data)
Non-GAAP gross profit	$	50,669	$	37,025	$	141,613	$	101,794
Non-GAAP operating loss	(1,411)		(1,612)		(4,497)		(3,790)
Non-GAAP net loss	(959)		(1,767)		(4,268)		(4,223)
Non-GAAP net loss per share	(0.02)		(0.03)		(0.08)		(0.08)
Free cash flow	$	533	$	4,169	$	6,289	$	11,678

Non-GAAP Gross Profit

We define non-GAAP gross profit as GAAP gross profit, excluding stock-based compensation expense. We believe non-GAAP gross profit provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, which is often unrelated to overall operating performance.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Reconciliation of Non-GAAP gross profit	(dollars in thousands)
Gross profit	$	49,995	$	36,745	$	139,725	$	101,096
Stock-based compensation expense	674		280		1,888		698
Non-GAAP gross profit	$	50,669	$	37,025	$	141,613	$	101,794

Non-GAAP Operating Loss

We define non-GAAP operating loss as GAAP loss from operations, excluding stock-based compensation expense. We believe non-GAAP operating loss provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period

comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, which is often unrelated to overall operating performance.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Reconciliation of Non-GAAP operating loss	(dollars in thousands)
Loss from operations	$	(14,385)	$	(6,838)	$	(38,527)	$	(18,369)
Stock-based compensation expense	12,974		5,226		34,030		14,579
Non-GAAP operating loss	$	(1,411)	$	(1,612)	$	(4,497)	$	(3,790)

Non-GAAP Net Loss

We define non-GAAP net loss as GAAP net loss, excluding stock-based compensation expense. We believe non-GAAP net loss provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, which is often unrelated to overall operating performance.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Reconciliation of Non-GAAP net loss	(dollars in thousands)
Net loss	$	(13,933)	$	(6,993)	$	(38,298)	$	(18,802)
Stock-based compensation expense	12,974		5,226		34,030		14,579
Non-GAAP net loss	$	(959)	$	(1,767)	$	(4,268)	$	(4,223)

Non-GAAP Net Loss per Share

We define non-GAAP net loss per share as GAAP net loss per share attributable to common shareholders, basic and diluted, excluding stock-based compensation expense. We believe non-GAAP net loss per share provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP

financial measure eliminates the effect of stock-based compensation, which is often unrelated to overall operating performance.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Reconciliation of Non-GAAP net loss per share
Net loss per share attributable to common shareholders, basic and diluted	$	(0.25)	$	(0.13)	$	(0.70)	$	(0.35)
Stock-based compensation expense per share	0.23		0.10		0.62		0.27
Non-GAAP net loss per share	$	(0.02)	$	(0.03)	$	(0.08)	$	(0.08)

Free Cash Flow

Free cash flow is a non-GAAP financial measure that we define as net cash provided by operating activities less purchases of property and equipment. We believe that free cash flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash provided by our core operations that, after the purchases of property and equipment, is available to be used for strategic initiatives. For example, if free cash flow is negative, we may need to access cash reserves or other sources of capital to invest in strategic initiatives. One limitation of free cash flow is that it does not reflect our future contractual obligations. Additionally, free cash flow does not represent the total increase or decrease in our cash balance for a given period.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Reconciliation of Free cash flow	(dollars in thousands)
Net cash provided by operating activities	$	1,047	$	4,365	$	7,716	$	12,340
Purchases of property and equipment	(514)		(196)		(1,427)		(662)
Free cash flow	$	533	$	4,169	$	6,289	$	11,678

Liquidity and Capital Resources

Our liquidity and capital resources were not materially impacted by the COVID-19 pandemic and the governmental responses to address the pandemic and the related economic impact during the nine months ended September 30, 2022. For further discussion regarding the future potential impacts of COVID-19 and the related economic impacts on our liquidity and capital resources, see “Risk Factors” in Part I—Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

As of September 30, 2022, our principal sources of liquidity were cash and cash equivalents of $95.1 million, marketable securities of $86.7 million and net accounts receivable of $26.7 million. Our marketable securities generally consist of investment grade U.S. Treasury securities, corporate bonds, commercial paper, asset-backed securities, and U.S. agency securities. Historically, we have generated losses from operations and negative cash flows from operations, as evidenced by our accumulated deficit and historical statement of cash flows. However, for the nine months ended September 30, 2022 and 2021, we generated positive cash flows from operations. We expect to continue to incur operating losses for the foreseeable future due to the investments in our business we intend to make as described above. We may experience greater than anticipated operating losses in the short- and long-term due to various

risks and uncertainties, such as changes in macroeconomic conditions, the COVID-19 pandemic, governmental responses to address the pandemic and any re-emergence of COVID-19. The impact of changes in macroeconomic conditions and the COVID-19 pandemic on our customers and our operations going forward remains uncertain, and we continue to proactively monitor our liquidity position.

Prior to our IPO in December 2019, we financed our operations primarily through private issuance of equity securities and line of credit borrowings. In our IPO, we received net proceeds of $134.3 million after deducting underwriting discounts and commissions of $10.5 million and offering expenses of $5.2 million. We subsequently received an additional $10.0 million of net proceeds after deducting underwriting discounts and commissions in January 2020 as a result of the over-allotment option exercise by the underwriters of our IPO. In August 2020, we received $42.1 million of net proceeds from our equity follow-on offering after deducting underwriting discounts and commissions. Our principal uses of cash in recent periods have been to fund operations and invest in capital expenditures.

We believe our existing cash and cash equivalents will be sufficient to meet our operating and capital needs for at least the next 12 months. Our future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, billing frequency, the impact of changes in macroeconomic conditions and the COVID-19 pandemic on our customers and our operations, the timing and extent of spending to support our research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings, and the continuing market acceptance of our product. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations, our business, results of operations and financial condition could be adversely affected.

SVB Credit Facility

In December 2017, we entered into a Loan and Security Agreement with Silicon Valley Bank, or SVB, which comprised a $15.0 million line of credit, or the Revolver, and a $5.0 million incremental revolving line commitment, or the Incremental Revolver, and, together with the Revolver, the SVB Credit Facility.

In November 2019, we amended the SVB Credit Facility to increase the Revolver (including the exercise of the Incremental Revolver, as amended) to $40.0 million and amended, among other terms, levels for the minimum adjusted EBITDA and minimum liquidity covenants, the advance rate and the interest rate.

The SVB Credit Facility expired by its terms on January 31, 2022.

The following table summarizes our cash flows for the periods presented:


	Nine Months Ended September 30,
	2022		2021

	(in thousands)
Net cash provided by operating activities	$	7,716	$	12,340
Net cash used in investing activities	(18,799)		(11,476)
Net cash used in financing activities	(890)		(47)
Net (decrease) increase in cash and cash equivalents	$	(11,973)	$	817

Operating Activities

Our largest source of operating cash is cash collections from our customers for subscription services. Our primary uses of cash from operating activities are for personnel costs across the sales and marketing and research and development departments and hosting costs. Historically, we have generated negative cash flows from operating activities. However, for the nine months ended September 30, 2022 and 2021, we generated positive cash flows from operating activities.

Net cash provided by operating activities during the nine months ended September 30, 2022 was $7.7 million, which resulted from a net loss of $38.3 million adjusted for non-cash charges of $51.5 million and net cash outflow of $5.5 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $34.0 million of stock-based compensation expense, $2.9 million of depreciation and intangible asset amortization expense, $13.3 million for amortization of deferred contract acquisition costs, which were primarily commissions, and $0.7 million of amortization of right-of-use, or ROU, operating lease assets. The net cash outflow from changes in operating assets and liabilities was primarily the result of a $19.7 million increase in deferred commissions due to the addition of new customers and expansion of the business, a $2.2 million increase in prepaid expenses and other assets, as well as a $2.3 million decrease in operating lease liabilities. These outflows were primarily offset by a $15.7 million increase in deferred revenue and a $4.8 million increase in accounts payable and accrued expenses.

Net cash provided by operating activities during the nine months ended September 30, 2021 was $12.3 million, which resulted from a net loss of $18.8 million adjusted for non-cash charges of $27.5 million and net cash inflow of $3.6 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $14.6 million of stock-based compensation expense, $3.0 million of depreciation and intangible asset amortization expense, $8.6 million for amortization of deferred contract acquisition costs, which were primarily commissions, and $0.5 million of amortization of right-of-use, or ROU, operating lease assets. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $12.2 million increase in deferred revenue, a $4.4 million increase in accounts payable and other accrued liabilities, a $2.5 million decrease in prepaid expenses, and a $1.0 million decrease in gross accounts receivable. These inflows were primarily offset by a $15.0 million increase in deferred commissions due to the addition of new customers and expansion of the business as well as a $1.5 million decrease in operating lease liabilities.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2022 was $18.8 million, which was primarily due to $135.7 million in purchases of marketable securities, partially offset by $118.4 million in proceeds from maturities of marketable securities.

Net cash used in investing activities for the nine months ended September 30, 2021 was $11.5 million, which was primarily due to $79.5 million in purchases of marketable securities, partially offset by $68.7 million in proceeds from maturities of marketable securities.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2022 was $0.9 million, primarily driven by $1.6 million in payments related to employee withholding taxes as a result of the net settlement of stock-based awards, partially offset by $0.7 million in proceeds from purchases under our employee stock purchase plan.

Net cash used in financing activities for the nine months ended September 30, 2021 was $0.0 million, primarily driven by $1.6 million in payments related to employee withholding taxes as a result of

the net settlement of stock-based awards and other financing related costs, offset by $1.7 million in proceeds from the disgorgement of stockholder short-swing profits under Section 16(b) of the Exchange Act.

Contractual Obligations

As of September 30, 2022, we have non-cancellable contractual obligations related primarily to operating leases and minimum guaranteed purchase commitments for data and services. As of September 30, 2022, the total obligation for operating leases was $26.5 million of which $4.5 million is expected in the next twelve months. As of September 30, 2022, our purchase commitment for primarily data and services was $28.4 million, of which $24.8 million is expected in the next twelve months. See Note 3 and Note 6 of the notes to our condensed consolidated financial statements for more information regarding these obligations.

Recent Accounting Pronouncements

Refer to section titled “Recently Adopted Accounting Pronouncements” in Note 1 of the notes to our unaudited condensed consolidated financial statements included in this Quarterly Report for more information.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates.

Our significant accounting policies are discussed in Note 1, “Nature of Operations and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements as of and for the year ended December 31, 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022. There have been no significant changes to these policies during the nine months ended September 30, 2022.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

Interest Rate Risk

We had cash and cash equivalents totaling $95.1 million as of September 30, 2022, the majority of which was invested in money market accounts and money market funds. We also had marketable securities of $86.7 million which were invested in investment-grade corporate bonds, commercial paper, treasury securities and asset-backed securities. Such interest-earning instruments carry a degree of interest rate risk with respect to the interest income generated. Additionally, certain of these cash investments are maintained at balances beyond Federal Deposit Insurance Corporation, or FDIC, coverage limits or are not insured by the FDIC. Accordingly, there may be a risk that we will not recover the full principal of our cash investments and marketable securities. To date, fluctuations in interest income have not been significant. Because these accounts are highly liquid, we do not have material exposure to market risk. Our cash is held for working capital purposes. We do not enter into investments for trading or speculative purposes.

We did not have any outstanding debt during the period under our $40.0 million revolving credit line which expired on January 31, 2022.

We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements.

Foreign Currency Exchange Risk

We are not currently subject to significant foreign currency exchange risk as our U.S. and international sales are predominantly denominated in U.S. dollars. However, we have some foreign currency risk related to a small amount of sales denominated in Canadian dollars. Sales denominated in Canadian dollars reflect the prevailing U.S. dollar exchange rate on the date of invoice for such sales. Decreases in the relative value of the U.S. dollar to the Canadian dollar may negatively affect revenue and other operating results as expressed in U.S. dollars. We do not believe that an immediate ten percent increase or decrease in the relative value of the U.S. dollar to the Canadian dollars would have a material effect on operating results.

We have not engaged in the hedging of foreign currency transactions to date. However, as our international operations expand, our foreign currency exchange risk may increase. If our foreign currency exchange risk increases in the future, we may evaluate the costs and benefits of initiating a foreign currency hedge program in connection with non-U.S. dollar denominated transactions.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2022. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2022, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

There have been no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Inherent Limitations of Internal Controls

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in various legal proceedings arising from the normal course of business. We are not currently a party to any material pending legal proceedings.

Item 1A. Risk Factors

Other than the risk factor set forth below, there have been no material changes from the risk factors disclosed in our Annual Report (under the heading “Risk Factors” ) in response to Part 1, Item 1A of the Form 10-K.

If we fail to attract new customers and retain and increase the spending of existing customers, our revenue, business, results of operations, financial condition and growth prospects would be harmed.

We derive, and expect to continue to derive, substantially all of our revenue and cash flows from sales of subscriptions to our platform and products. Our ability to generate increasing revenue is dependent on our capacity to attract new customers and retain and increase the spending of existing customers. Demand for our platform and products is affected by a number of factors, many of which are beyond our control, such as:

•continued market acceptance of our platform and products for existing and new use-cases;

•the timing of development and release of new products and functionality introduced by us and our competitors;

•our ability to develop functionality and integrations with third parties, including social media networks, based on customer demand;

•the usability and time to value of our products;

•the pricing of our products and the impact of any future price increases;

•the level of customer service that we provide;

•technological change; and

•growth or contraction in our addressable market.

If we are unable to meet customer demands and manage customer experiences through flexible solutions designed to address their needs or otherwise achieve more widespread market acceptance of our platform and products, our revenue, business, results of operations and financial condition and growth prospects will be adversely affected. We announced a price increase in November 2022 and may announce additional price increases in the future. As a result of this and any future pricing increase, we may experience a decrease in the number of prospective customers signing up for our free trial or converting to paying customers, and the number of new customers who purchase subscriptions to our products and services may decrease. As a result, our total number of customers or the number of net new customers we add each quarter may decrease over the course of several quarters even if the average spend of each new customer increases over time. We may also experience negative sentiment from our customers and prospective customers as a result of our increased pricing, which could impact our brand and competitiveness.

In order for us to maintain or improve our operating results, it is important that our existing customers renew their subscriptions, maintain or increase the level of their plans and add additional users, social profiles and products to their subscriptions. Our customers have no obligation to renew their subscriptions, and we cannot assure you that our customers will renew subscriptions with a similar or increased subscription term or plan level or with the same or a greater number of users, social profiles or products. Some of our customers have elected not to renew their agreements with us and we may not be able to accurately predict renewal rates. Moreover, while our contracts are generally non-cancellable during the contractual subscription term, certain customers have the right to cancel their agreements prior to the expiration of the subscription term. Our renewal rates may decline or fluctuate and our cancellation

rates may increase as a result of a number of factors, including customer satisfaction with our platform and products, our customer success and support experience, the price and functionality of our solutions relative to those of our competitors, mergers and acquisitions affecting our customer base, the effects of global economic conditions, or reductions in our customers’ spending levels. This may also cause our calculation of the lifetime value of our customers to decline or fluctuate between periods as this calculation assumes the subscription renewal rate for a given year will remain consistent in future years. If our customers cancel or do not renew their subscriptions, renew on less favorable terms, fail to add more users or products or fail to purchase additional products, our revenues and growth prospects may decline.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Use of Proceeds from Initial Public Offering of Class A Common Stock

On December 17, 2019, we closed our IPO at a price to the public of $17.00 per share. The offer and sale of the shares in our IPO were registered under the Securities Act pursuant to our Registration Statement on Form S-1 (Registration No. 333-234316), which was declared effective on December 12, 2019.

There has been no material change in the planned use of IPO proceeds from that described in the final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act on December 13, 2019.

Item 5. Other Information.

On October 26, 2022, in connection with the recently adopted SEC rules regarding universal proxy, certain recent changes to the Delaware General Corporation law (the "DGCL") and a periodic review of the Company's bylaws, the Board of Directors (the "Board”) of the Company approved and adopted an amendment and restatement of the Company's bylaws (the “Amended and Restated Bylaws”). Among the changes contained in the Amended and Restated Bylaws are, among other things, the following: (i) clarification that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19, and that any person soliciting proxies in support of a director nominee other than the Board's nominees must comply with the requirements to provide notices required under Rule 14a-19 in a timely manner and deliver reasonable evidence that the Rule 14a-19 requirements have been met; and (ii) a requirement that any notice of director nomination be accompanied by a completed written questionnaire required of the Company's directors and officers, and that the questionnaire and written representation and agreement of a nominee be in the form provided by the Company.

The Amended and Restated Bylaws are filed herewith as Exhibit 3.2. A blackline of the Amended and Restated Bylaws against the prior version of the bylaws is filed herewith as Exhibit 3.3. The foregoing description of the changes contained in the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws.

Item 6. Exhibits

INDEX TO EXHIBITS



3.1			Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to Sprout Social’s Current Report on form 8-K (File No. 001-39156) filed on December 17, 2019).
3.2			Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to Sprout Social’s Current Report on form 8-K (File No. 001-39156 filed on October 31, 2022).
3.3			Amended and Restated Bylaws of the Registrant (marked to show changes against prior version) (Incorporated by reference to Exhibit 3.2 to Sprout Social’s Current Report on form 8-K (File No. 001-39156) filed on October 31, 2022).
31.1			Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101			The following information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements
104			The cover page from the Quarterly Report on Form 10-Q, formatted as Inline XBRL.

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* Furnished, not filed.

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SIGNATURE

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.


		Sprout Social, Inc.
November 4, 2022	By:	/s/ Joe Del Preto
		Joe Del Preto
		Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer)