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    Momentive Announces First Quarter 2023 Financial Results

    5/4/23 4:10:00 PM ET
    $MNTV
    EDP Services
    Technology
    Get the next $MNTV alert in real time by email

    Momentive (NASDAQ:MNTV), the maker of SurveyMonkey, today reported first quarter results for the period ended March 31, 2023.

    Q1 2023 Key Results

    • Total revenue was $118.8 million, an increase of approximately 2% year-over-year.
    • Sales-assisted channel revenue was $46.7 million, an increase of 13% year-over-year. Sales-assisted channel revenue accounted for approximately 39% of total revenue, up from approximately 35% in Q1 2022. We ended the quarter with approximately 13,200 sales-assisted channel customers, down approximately 4% from roughly 13,700 in Q1 2022.
    • Self-serve channel revenue was $72.1 million, a decrease of 5% year-over-year.
    • Deferred revenue was $216.5 million, flat year-over-year. Remaining performance obligations were $245.5 million, flat year-over-year.
    • Paying users totaled approximately 878,600, a decrease of 2% from roughly 894,400 in Q1 2022. Approximately 92% of our paying users were on annual plans, up from 91% a year ago.
    • Average revenue per user was approximately $546, up 2% from approximately $535 in Q1 2022.
    • GAAP operating margin was negative 17.9% and non-GAAP operating margin was 11.9%.
    • GAAP net loss was $23.8 million and GAAP diluted net loss per share was $0.16. Non-GAAP net income was $12.1 million and non-GAAP diluted net income per share was $0.08.
    • Net cash used in operating activities was $7.9 million and free cash flow was negative $10.0 million.
    • Cash and cash equivalents totaled $199.1 million and total debt was $184.3 million for net cash of approximately $14.7 million as of March 31, 2023.

    For a detailed explanation of the company's non-GAAP measures, please refer to the appendix section of this press release. For more information on the company's first quarter 2023 financial results, please visit the Momentive investor relations website at investor.momentive.ai.

    Transaction with Symphony Technology Group

    On March 13, 2023, Momentive announced it had entered into a definitive agreement to be acquired by an investor consortium led by Symphony Technology Group (STG) in an all cash transaction that values Momentive at approximately $1.5 billion. On April 27, 2023, the Company filed its definitive proxy statement related to the proposed acquisition and announced it will hold a special meeting of stockholders via live webcast on May 31, 2023 at 9:00 a.m. PT to approve the transaction.

    The transaction is expected to close in the second or third quarter of 2023, subject to customary closing conditions, including approval by Momentive shareholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition.

    In light of the Company's pending acquisition, Momentive will not host a conference call or live webcast to discuss these financial results. Additionally, the Company is not providing financial guidance for Q2 2023 and full year 2023.

    About Momentive

    Momentive (NASDAQ:MNTV), maker of SurveyMonkey, empowers people with the insights they need to make business decisions with speed and confidence. Our fast, intuitive experience and insights management solutions connect millions of users at more than 330,000 organizations worldwide with AI-powered technology and up-to-the-minute insights, so they can shape what's next for their products, industries, customers, employees, and the market. Ultimately, our vision is to raise the bar for human experiences by amplifying individual voices. Learn more at momentive.ai.

    MOMENTIVE GLOBAL INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

     

    (in thousands)

     

    March 31,

    2023

     

     

    December 31,

    2022

     

    Assets

     

     

     

     

     

     

    Current assets:

     

     

     

     

     

     

    Cash and cash equivalents

     

    $

    199,080

     

     

    $

    202,816

     

    Accounts receivable, net

     

     

    31,760

     

     

     

    33,656

     

    Deferred commissions, current

     

     

    9,965

     

     

     

    9,775

     

    Prepaid expenses and other current assets

     

     

    15,769

     

     

     

    17,207

     

    Total current assets

     

     

    256,574

     

     

     

    263,454

     

    Property and equipment, net

     

     

    630

     

     

     

    1,006

     

    Operating lease right-of-use assets

     

     

    31,232

     

     

     

    32,252

     

    Capitalized internal-use software, net

     

     

    29,942

     

     

     

    29,595

     

    Acquisition intangible assets, net

     

     

    4,785

     

     

     

    5,156

     

    Goodwill

     

     

    460,979

     

     

     

    459,817

     

    Deferred commissions, non-current

     

     

    13,595

     

     

     

    14,307

     

    Other assets

     

     

    4,459

     

     

     

    4,568

     

    Total assets

     

    $

    802,196

     

     

    $

    810,155

     

    Liabilities and stockholders' equity

     

     

     

     

     

     

    Current liabilities:

     

     

     

     

     

     

    Accounts payable

     

    $

    9,688

     

     

    $

    16,418

     

    Accrued expenses and other current liabilities

     

     

    26,759

     

     

     

    24,969

     

    Accrued compensation

     

     

    23,605

     

     

     

    31,893

     

    Deferred revenue, current

     

     

    215,865

     

     

     

    206,728

     

    Operating lease liabilities, current

     

     

    8,033

     

     

     

    8,046

     

    Debt, current

     

     

    1,900

     

     

     

    1,900

     

    Total current liabilities

     

     

    285,850

     

     

     

    289,954

     

    Deferred revenue, non-current

     

     

    641

     

     

     

    719

     

    Deferred tax liabilities

     

     

    6,641

     

     

     

    6,337

     

    Debt, non-current

     

     

    182,441

     

     

     

    182,916

     

    Operating lease liabilities, non-current

     

     

    37,874

     

     

     

    39,584

     

    Other non-current liabilities

     

     

    3,890

     

     

     

    3,885

     

    Total liabilities

     

     

    517,337

     

     

     

    523,395

     

    Commitments and contingencies

     

     

     

     

     

     

    Stockholders' equity:

     

     

     

     

     

     

    Preferred stock

     

     

    —

     

     

     

    —

     

    Common stock

     

     

    2

     

     

     

    1

     

    Additional paid-in capital

     

     

    1,018,529

     

     

     

    997,621

     

    Accumulated other comprehensive loss

     

     

    (2,420

    )

     

     

    (3,425

    )

    Accumulated deficit

     

     

    (731,252

    )

     

     

    (707,437

    )

    Total stockholders' equity

     

     

    284,859

     

     

     

    286,760

     

    Total liabilities and stockholders' equity

     

    $

    802,196

     

     

    $

    810,155

     

    MOMENTIVE GLOBAL INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

     

     

     

    Three Months Ended

    March 31,

    (in thousands, except per share amounts)

     

    2023

     

     

    2022

     

    Revenue

     

    $

    118,821

     

     

    $

    116,986

     

    Cost of revenue (1)(2)(3)

     

     

    20,557

     

     

     

    22,903

     

    Gross profit

     

     

    98,264

     

     

     

    94,083

     

    Operating expenses:

     

     

     

     

    Research and development (1)(3)

     

     

    32,665

     

     

     

    36,716

     

    Sales and marketing (1)(2)(3)

     

     

    47,919

     

     

     

    59,636

     

    General and administrative (1)(3)

     

     

    31,737

     

     

     

    27,917

     

    Restructuring (1)(2)

     

     

    7,197

     

     

     

    4,883

     

    Total operating expenses

     

     

    119,518

     

     

     

    129,152

     

    Loss from operations

     

     

    (21,254

    )

     

     

    (35,069

    )

    Interest expense

     

     

    4,148

     

     

     

    2,226

     

    Other non-operating income, net

     

     

    (2,038

    )

     

     

    (134

    )

    Loss before income taxes

     

     

    (23,364

    )

     

     

    (37,161

    )

    Provision for income taxes

     

     

    451

     

     

     

    216

     

    Net loss

     

    $

    (23,815

    )

     

    $

    (37,377

    )

    Net loss per share, basic and diluted

     

    $

    (0.16

    )

     

    $

    (0.25

    )

    Weighted-average shares used in computing basic and diluted net loss per share

     

     

    149,345

     

     

     

    150,262

     

     

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

     

     

    Three Months Ended

    March 31,

    (in thousands)

     

    2023

     

    2022

    Cost of revenue

     

    $

    1,241

     

    $

    1,409

    Research and development

     

     

    7,734

     

     

    8,644

    Sales and marketing

     

     

    4,075

     

     

    6,065

    General and administrative

     

     

    7,352

     

     

    7,375

    Restructuring

     

     

    —

     

     

    2,761

    Stock-based compensation, net of amounts capitalized

     

    $

    20,402

     

    $

    26,254

     

    (2) Includes amortization of acquisition intangible assets as follows:

     

     

    Three Months Ended

    March 31,

     

    (in thousands)

     

    2023

     

     

    2022

     

    Cost of revenue

     

    $

    —

     

     

    $

    1,414

     

    Sales and marketing

     

     

    371

     

     

     

    1,452

     

    Restructuring

     

     

    —

     

     

     

    45

     

    Amortization of acquisition intangible assets

     

    $

    371

     

     

    $

    2,911

     

     

    (3) Includes transaction expenses associated with the proposed merger with an investor consortium led by STG Partners, LLC during the three months ended March 31, 2023, and transaction expenses associated with the terminated merger with Zendesk, Inc. during the three months ended March 31, 2022:

     

     

    Three Months Ended

    March 31,

     

    (in thousands)

     

    2023

     

     

    2022

     

    Cost of revenue

     

    $

    10

     

     

    $

    318

     

    Research and development

     

     

    47

     

     

     

    1,770

     

    Sales and marketing

     

     

    23

     

     

     

    1,679

     

    General and administrative

     

     

    7,381

     

     

     

    2,733

     

    Acquisition-related transaction costs

     

    $

    7,461

     

     

    $

    6,500

     

    MOMENTIVE GLOBAL INC.

    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

     

     

     

    Three Months Ended March 31,

    (in thousands)

     

    2023

     

     

    2022

     

    Cash flows from operating activities

     

     

     

     

    Net loss

     

    $

    (23,815

    )

     

    $

    (37,377

    )

    Adjustments to reconcile net loss to net cash used in operating activities:

     

     

     

     

    Depreciation and amortization

     

     

    5,710

     

     

     

    9,354

     

    Non-cash leases expense

     

     

    2,182

     

     

     

    3,202

     

    Stock-based compensation expense, net of amounts capitalized

     

     

    20,402

     

     

     

    26,254

     

    Deferred income taxes

     

     

    304

     

     

     

    217

     

    Bad debt expense

     

     

    497

     

     

     

    644

     

    Unrealized foreign currency (gains) losses, net and other

     

     

    (195

    )

     

     

    727

     

    Changes in assets and liabilities:

     

     

     

     

    Accounts receivable

     

     

    1,334

     

     

     

    (1,047

    )

    Prepaid expenses and other assets

     

     

    (7,090

    )

     

     

    (8,117

    )

    Accounts payable and accrued liabilities

     

     

    (5,024

    )

     

     

    (2,341

    )

    Accrued compensation

     

     

    (8,368

    )

     

     

    (6,898

    )

    Deferred revenue

     

     

    9,033

     

     

     

    14,283

     

    Operating lease liabilities

     

     

    (2,897

    )

     

     

    (3,801

    )

    Net cash used in operating activities

     

     

    (7,927

    )

     

     

    (4,900

    )

    Cash flows from investing activities

     

     

     

     

    Purchases of property and equipment

     

     

    (15

    )

     

     

    (441

    )

    Capitalized internal-use software

     

     

    (2,079

    )

     

     

    (2,565

    )

    Proceeds from sale of a private company investment

     

     

    6,753

     

     

     

    —

     

    Net cash provided by (used in) investing activities

     

     

    4,659

     

     

     

    (3,006

    )

    Cash flows from financing activities

     

     

     

     

    Proceeds from stock option exercises

     

     

    —

     

     

     

    2,273

     

    Payments to repurchase common stock

     

     

    —

     

     

     

    (36,376

    )

    Repayment of debt

     

     

    (550

    )

     

     

    (25,550

    )

    Net cash used in financing activities

     

     

    (550

    )

     

     

    (59,653

    )

    Effect of exchange rate changes on cash

     

     

    213

     

     

     

    393

     

    Net decrease in cash, cash equivalents and restricted cash

     

     

    (3,605

    )

     

     

    (67,166

    )

    Cash, cash equivalents and restricted cash at beginning of period

     

     

    203,258

     

     

     

    306,121

     

    Cash, cash equivalents and restricted cash at end of period

     

    $

    199,653

     

     

    $

    238,955

     

    Supplemental cash flow data:

     

     

     

     

    Interest paid for term debt

     

    $

    3,967

     

     

    $

    2,009

     

    Non-cash investing and financing transaction:

     

     

     

     

    Stock compensation included in capitalized software costs

     

    $

    506

     

     

    $

    719

     

    MOMENTIVE GLOBAL INC.

    SUPPLEMENTAL DISAGGREGATED REVENUE DATA (unaudited)

     

    Quarterly Disaggregated Revenue

     

     

    Three Months Ended

     

    (in thousands)

     

    Mar. 31,

    2023

     

    Dec. 31,

    2022

     

    Sep. 30,

    2022

     

    Jun. 30,

    2022

     

    Mar. 31,

    2022

     

    Self-serve revenue

     

    $

    72,099

     

    $

    73,105

     

    $

    74,629

     

    $

    76,055

     

    $

    75,803

     

    Sales-assisted revenue

     

     

    46,722

     

     

    49,288

     

     

    46,746

     

     

    44,108

     

     

    41,183

     

    Revenue

     

    $

    118,821

     

    $

    122,393

     

    $

    121,375

     

    $

    120,163

     

    $

    116,986

     

    Self-serve revenues are generated from products purchased independently through our website.

    Sales-assisted revenues are generated from products sold to organizations through our sales team.

    MOMENTIVE GLOBAL INC.

    RECONCILIATION OF GAAP TO NON-GAAP DATA (unaudited) (1)

     

    Reconciliation of GAAP to Non-GAAP (Loss) Income from operations

     

     

    Three Months Ended

    March 31,

     

    (in thousands, except percentages)

     

    2023

     

     

    2022

     

    GAAP Loss from operations

     

    $

    (21,254

    )

     

    $

    (35,069

    )

    GAAP Operating margin

     

     

    (18

    )%

     

     

    (30

    )%

    Stock-based compensation, net

     

     

    20,402

     

     

     

    26,254

     

    Acquisition-related transaction costs

     

     

    7,461

     

     

     

    6,500

     

    Restructuring

     

     

    7,197

     

     

     

    2,077

     

    Amortization of acquisition intangible assets

     

     

    371

     

     

     

    2,911

     

    Non-GAAP Income from operations

     

    $

    14,177

     

     

    $

    2,673

     

    Non-GAAP Operating margin

     

     

    12

    %

     

     

    2

    %

    Reconciliation of GAAP to Non-GAAP (Loss) Income and (Loss) Income per diluted share

     

     

     

    Three Months Ended

    March 31,

    (in thousands, except per share amounts)

     

    2023

     

     

    2022

     

    GAAP Net Loss

     

    $

    (23,815

    )

     

    $

    (37,377

    )

    GAAP Net Loss per diluted share

     

    $

    (0.16

    )

     

    $

    (0.25

    )

    Weighted-average shares used to compute GAAP net loss per diluted share

     

     

    149,345

     

     

     

    150,262

     

     

     

     

     

     

    Stock-based compensation, net

     

     

    20,402

     

     

     

    26,254

     

    Acquisition-related transaction costs

     

     

    7,461

     

     

     

    6,500

     

    Restructuring

     

     

    7,197

     

     

     

    2,077

     

    Amortization of acquisition intangible assets

     

     

    371

     

     

     

    2,911

     

    Income tax effect on Non-GAAP adjustments (2)

     

     

    503

     

     

     

    219

     

     

     

     

     

     

    Non-GAAP Net Income

     

    $

    12,119

     

     

    $

    584

     

    Non-GAAP Net Income per diluted share

     

    $

    0.08

     

     

    $

    —

     

    Weighted-average shares used to compute Non-GAAP net income per diluted share

     

     

    149,680

     

     

     

    151,657

     

    (1)

    Please see Appendix A for explanation of non-GAAP measures used.

    (2)

    Due to the full valuation allowance on our US deferred tax assets, there were no tax effects associated with the Non-GAAP adjustments for acquisition-related transaction costs and restructuring costs. Non-GAAP adjustments pertain to the income tax effects of amortization of acquisition-related intangible assets and stock-based compensation, net.

    Calculation of Free Cash Flow

     

     

     

    Three Months Ended

    March 31,

    (in thousands)

     

    2023

     

     

    2022

     

    Net cash used in operating activities

     

    $

    (7,927

    )

     

    $

    (4,900

    )

    Purchases of property and equipment

     

     

    (15

    )

     

     

    (441

    )

    Capitalized internal-use software

     

     

    (2,079

    )

     

     

    (2,565

    )

    Free cash flow

    $

    (10,021

    )

    $

    (7,906

    )

    MOMENTIVE GLOBAL INC.

    RECONCILIATION OF GAAP TO NON-GAAP DATA (unaudited) (1)

     

    Calculation of Constant Currency Revenue and Constant Currency Revenue Growth Rate

     

     

     

    Three Months Ended

    March 31,

     

     

     

     

    (in thousands, except percentages)

     

    2023

     

     

    2022

     

     

    Growth Rates

     

    GAAP Revenue

     

    $

    118,821

     

     

    $

    116,986

     

     

     

    2

    %

    Effects of foreign currency exchange rates

     

     

    2,930

     

     

     

     

     

     

     

    Constant currency revenue

     

    $

    121,751

     

     

     

     

     

     

    4

    %

     

    Supplemental GAAP and Non-GAAP Information

     

     

     

    Three Months Ended

    March 31,

    (in thousands, except percentages)

     

    2023

     

     

    2022

     

    GAAP Gross profit

     

    $

    98,264

     

     

    $

    94,083

     

    GAAP Gross margin

     

     

    83

    %

     

     

    80

    %

    Stock-based compensation, net

     

     

    1,241

     

     

     

    1,409

     

    Amortization of acquisition intangible assets

     

     

    —

     

     

     

    1,414

     

    Acquisition-related transaction costs

     

     

    10

     

     

     

    318

     

    Non-GAAP Gross profit

     

    $

    99,515

     

     

    $

    97,224

     

    Non-GAAP Gross margin

     

     

    84

    %

     

     

    83

    %

     

     

     

     

     

    GAAP Research and development

     

    $

    32,665

     

     

    $

    36,716

     

    GAAP Research and development margin

     

     

    27

    %

     

     

    31

    %

    Stock-based compensation, net

     

     

    7,734

     

     

     

    8,644

     

    Acquisition-related transaction costs

     

     

    47

     

     

     

    1,770

     

    Non-GAAP Research and development

     

    $

    24,884

     

     

    $

    26,302

     

    Non-GAAP Research and development margin

     

     

    21

    %

     

     

    22

    %

     

     

     

     

     

    GAAP Sales and marketing

     

    $

    47,919

     

     

    $

    59,636

     

    GAAP Sales and marketing margin

     

     

    40

    %

     

     

    51

    %

    Stock-based compensation, net

     

     

    4,075

     

     

     

    6,065

     

    Amortization of acquisition intangible assets

     

     

    371

     

     

     

    1,452

     

    Acquisition-related transaction costs

     

     

    23

     

     

     

    1,679

     

    Non-GAAP Sales and marketing

     

    $

    43,450

     

     

    $

    50,440

     

    Non-GAAP Sales and marketing margin

     

     

    37

    %

     

     

    43

    %

     

     

     

     

     

    GAAP General and administrative

     

    $

    31,737

     

     

    $

    27,917

     

    GAAP General and administrative margin

     

     

    27

    %

     

     

    24

    %

    Stock-based compensation, net

     

     

    7,352

     

     

     

    7,375

     

    Acquisition-related transaction costs

     

     

    7,381

     

     

     

    2,733

     

    Non-GAAP General and administrative

     

    $

    17,004

     

     

    $

    17,809

     

    Non-GAAP General and administrative margin

     

     

    14

    %

     

     

    15

    %

     

     

     

     

     

    GAAP Restructuring

     

    $

    7,197

     

     

    $

    4,883

     

    GAAP Restructuring margin

     

     

    6

    %

     

     

    4

    %

    Stock-based compensation, net

     

     

    —

     

     

     

    2,761

     

    Amortization of acquisition intangible assets

     

     

    —

     

     

     

    45

     

    Other restructuring costs

     

     

    7,197

     

     

     

    2,077

     

    Non-GAAP Restructuring

     

    $

    —

     

     

    $

    —

     

    Non-GAAP Restructuring margin

     

     

    0

    %

     

     

    0

    %

     

    (1) Please see Appendix A for explanation of non-GAAP measures used.

    APPENDIX A

    MOMENTIVE GLOBAL INC.

    EXPLANATION OF NON-GAAP MEASURES

    To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP ("GAAP"), we use the following Non-GAAP financial measures: Non-GAAP (loss) income from operations, Non-GAAP operating margin, Non-GAAP net (loss) income, Non-GAAP net (loss) income per diluted share, Non-GAAP gross profit, Non-GAAP gross margin, Non-GAAP research and development, Non-GAAP research and development margin, Non-GAAP sales and marketing, Non-GAAP sales and marketing margin, Non-GAAP general and administrative, Non-GAAP general and administrative margin, Non-GAAP restructuring, Non-GAAP restructuring margin, free cash flow, constant currency revenue, and constant currency revenue growth rate. Our definition for each Non-GAAP measure used is provided below, however, a limitation of Non-GAAP financial measures is that they do not have uniform definitions. Accordingly, our definitions for Non-GAAP measures used will likely differ from similarly titled Non-GAAP measures used by other companies thereby limiting comparability.

    Non-GAAP (loss) income from operations, Non-GAAP operating margin: We define Non-GAAP (loss) income from operations as GAAP loss from operations excluding stock-based compensation, net, amortization of acquisition intangible assets, acquisition-related transaction costs, and restructuring. Non-GAAP operating margin is defined as Non-GAAP (loss) income from operations divided by revenue.

    Non-GAAP net (loss) income, Non-GAAP net (loss) income per diluted share: We define Non-GAAP net (loss) income as GAAP net loss excluding stock-based compensation, net, amortization of acquisition intangible assets, acquisition-related transaction costs, restructuring, and including the income tax effect on Non-GAAP adjustments. Non-GAAP net (loss) income per diluted share is defined as Non-GAAP net (loss) income divided by the weighted-average shares outstanding.

    Non-GAAP gross profit, Non-GAAP gross margin: We define Non-GAAP gross profit as GAAP gross profit excluding stock-based compensation, net, amortization of acquisition intangible assets, and acquisition-related transaction costs. Non-GAAP gross margin is defined as Non-GAAP gross profit divided by revenue.

    Non-GAAP research and development, Non-GAAP research and development margin: We define Non-GAAP research and development as GAAP research and development excluding stock-based compensation, net and acquisition-related transaction costs. Non-GAAP research and development margin is defined as Non-GAAP research and development divided by revenue.

    Non-GAAP sales and marketing, Non-GAAP sales and marketing margin: We define Non-GAAP sales and marketing as GAAP sales and marketing excluding stock-based compensation, net, amortization of acquisition intangible assets, and acquisition-related transaction costs. Non-GAAP sales and marketing margin is defined as Non-GAAP sales and marketing divided by revenue.

    Non-GAAP general and administrative, Non-GAAP general and administrative margin: We define Non-GAAP general and administrative as GAAP general and administrative excluding stock-based compensation, net and acquisition-related transaction costs. Non-GAAP general and administrative margin is defined as Non-GAAP general and administrative divided by revenue.

    Non-GAAP restructuring, Non-GAAP restructuring margin: We define Non-GAAP restructuring as GAAP Restructuring excluding stock-based compensation, net, amortization of acquisition intangible assets, and other restructuring costs. Non-GAAP Restructuring margin is defined as Non-GAAP Restructuring divided by revenue.

    Free cash flow: We define free cash flow as GAAP net cash provided by or used in operating activities less purchases of property and equipment and capitalized internal-use software. We consider free cash flow to be an important measure because it measures our liquidity after deducting capital expenditures for purchases of property and equipment and capitalized software development costs, which we believe provides a more accurate view of our cash generation and cash available to grow our business. We expect to generate positive free cash flow over the long term. Free cash flow has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by or used in operating activities. Some of the limitations of free cash flow are that free cash flow does not reflect our future contractual commitments and may be calculated differently by other companies in our industry, limiting its usefulness as a comparative measure.

    Constant currency revenue, Constant currency revenue growth rate: We define constant currency revenue as GAAP revenue excluding the effects of foreign currency exchange rate fluctuations. We believe providing revenue on a constant currency basis helps our investors to better understand our underlying performance, independent of foreign currency movements. Constant currency revenue compares results between periods as if exchange rates had remained constant period over period and is calculated by translating current period foreign currency revenues using average exchange rates from prior year comparable period. Constant currency revenue growth rate is calculated by determining the percentage change in current period constant currency revenue over comparable prior period GAAP revenue.

    We use these Non-GAAP measures to compare and evaluate our operating results across periods in order to manage our business, for purposes of determining executive and senior management incentive compensation, and for budgeting and developing our strategic operating plans. We believe that these Non-GAAP measures provide useful information about our operating results, enhance the overall understanding of our past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by our management in evaluating our financial performance and for operational decision making, but they are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP.

    We have excluded the effect of the following items from the aforementioned Non-GAAP measures because they are non-cash and/or are non-recurring in nature and because we believe that the Non-GAAP financial measures excluding these items provide meaningful supplemental information regarding operational performance and liquidity. We further believe these measures are useful to investors in that they allow for greater transparency to certain line items in our financial statements and facilitate comparisons to historical operating results and comparisons to peer operating results. A description of the Non-GAAP adjustments for the above measures is as follows:

    • Stock-based compensation, net: We incur stock based-compensation expense on a GAAP basis resulting from equity awards granted to our employees. Although stock-based compensation is a key incentive offered to our employees, and we believe such compensation contributed to the revenues earned during the periods presented and also believe it will contribute to the generation of future period revenues, we continue to evaluate our business performance excluding stock-based compensation expenses. Stock-based compensation expenses will recur in future periods.
    • Amortization of acquisition intangible assets: We incur amortization expense on intangible assets on a GAAP basis resulting from prior acquisitions. Amortization of acquired intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of any acquisitions. Investors should note that the use of intangible assets contributed to our revenues earned during the periods presented and will contribute to our future period revenues as well. Amortization of acquisition intangible assets will recur in future periods.
    • Acquisition-related transaction costs: We incur transaction costs on a GAAP basis resulting from our acquisitions, including our proposed merger with an investor consortium led by STG Partners, LLC and our terminated acquisition by Zendesk, Inc. These costs relate to advisory, legal and accounting services, retention payments to certain employees, and third-party advisory and professional fees associated with activist defense. Acquisition-related transaction costs is inconsistent in amount and frequency and is significantly affected by the timing and size of any acquisitions and are therefore excluded from our Non-GAAP results as they do not otherwise relate to our core business operations. However, we may incur these expenses in future periods in connection with any new acquisitions.
    • Restructuring: Restructuring expenses consist of employee severance, lease termination charges and related gains or losses from lease modifications, impairment of certain assets, and other exit costs. We believe it is useful for investors to understand the effects of these items on our total operating expenses. We expect that restructuring costs will generally diminish over time with respect to strategic initiatives and/or past acquisitions. However, we may incur these expenses in future periods in connection with any new strategic initiatives and/or acquisitions.

    For more information on the Non-GAAP financial measures, please see the "Reconciliation of GAAP to Non-GAAP Data" section of this press release. The accompanying tables provide details on the GAAP financial measures that are most directly comparable to the Non-GAAP financial measures and the related reconciliations between those financial measures.

    Safe Harbor Statement

    "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release may contain forward-looking statements about our financial outlook, the pending merger with an investor consortium led by STG Partners, LLC, restructuring initiatives, outstanding shares, products, including our investments in products, technology and other key strategic areas. The achievement of the matters covered by such forward-looking statements involves risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, the company's results could differ materially from the results expressed or implied by the forward-looking statements the company makes.

    The risks and uncertainties referred to above include - but are not limited to - risks related to our pending merger with an investor consortium led by STG Partners, LLC; risks related to our ability to successfully implement our cost-saving initiatives and to capture expected efficiencies; our ability to retain and upgrade customers; our revenue growth rate; our brand (including our rebranding); our marketing strategies; our self-serve business model; the length of our sales cycles; the growth and development of our salesforce; security measures; expectations regarding our ability to timely and effectively scale and adapt existing technology and network infrastructure to ensure that our products and services are accessible at all times; competition; our debt; revenue recognition; our ability to manage our growth; our culture and talent; our data centers; privacy, security and data transfer concerns, as well as changes in regulations, which could impact our ability to serve our customers or curtail our monetization efforts; litigation and regulatory issues; expectations regarding the return on our strategic investments; our ability to execute on our share repurchase program; execution of our plans and strategies, including with respect to mobile products and features and expansion into new areas and businesses; our international operations; intellectual property; the application of U.S. and international tax laws on our tax structure and any changes to such tax laws; acquisitions we have made or may make in the future; the price volatility of our common stock; and general economic conditions.

    Further information on these and other factors that could affect our financial results are included in documents filed with the Securities and Exchange Commission from time to time, including the section entitled "Risk Factors" in the most recently filed Annual Report on Form 10-K and the Quarterly Report on Form 10-Q that will be filed for the quarter ended March 31, 2023, which should be read in conjunction with these financial results. These documents are or will be available on the SEC Filings section of our Investor Relations website page at investor.momentive.ai. All information provided in this release and in the attachments is as of May 4, 2023, and we undertake no obligation to update this information.

    View source version on businesswire.com: https://www.businesswire.com/news/home/20230503005987/en/

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