SEND Sendgrid, Inc.

Revenue of $37.2 million in Q3, Up 31% year over yearNet Loss of $2.4 million with Adjusted Net Income of $2.8 millionGross Margin Improvement of 280 basis points to 75.9%Operating Cash Flow of $7.3 million and Free Cash Flow of $2.9 million

SendGrid, Inc. (NYSE: SEND), a leading digital communications platform that drives engagement and growth, today announced third quarter 2018 financial results.

Third Quarter Financial Highlights

• Total revenue of $37.2 million for the third quarter was up 31% compared with the third quarter of 2017.
• SendGrid’s Email API revenue of $29.5 million for the third quarter grew by 31% compared with the third quarter of 2017, representing 79% of total revenue, while Marketing Campaigns revenue grew by 65% to $6.4 million compared with the third quarter of 2017 and represented 17% of total revenue.
• Gross margin in the quarter was 75.9%, up 280 basis points compared with the year-ago period.
• GAAP net loss in the quarter was $(2.4) million, or $(0.05) per share, compared with $(1.6) million, or $(0.20) per share, in the third quarter of 2017. Third quarter 2018 net loss included $3.4 million of non-cash, stock-based compensation expense, compared with $1.3 million in the third quarter of 2017.
• Non-GAAP adjusted net income (ANI) was $2.8 million in the quarter, or $0.05 per diluted share on a non-GAAP basis, compared with $0.6 million, or $0.02 per diluted share, in the third quarter of 2017, an increase of $2.1 million.
• Net cash flows from operating activities in the third quarter were $7.3 million, a $2.2 million increase compared with the third quarter of 2017.
• Free cash flow in the quarter was $2.9 million, up $1.8 million compared with $1.1 million in the third quarter of 2017.
• The company ended the quarter with $186.4 million in cash and cash equivalents.
• Weighted-average basic common shares outstanding were 46.6 million for the third quarter, compared with 8.0 million for the third quarter of 2017, with 47.05 million common shares outstanding as of Sept. 30, 2018.
• For purposes of measuring non-GAAP adjusted net income per share, weighted-average diluted common shares outstanding were 53.5 million for the third quarter of 2018, compared with 42.3 million for the third quarter of 2017.

Non-Financial Highlights

• On Oct. 15, Twilio, Inc. (NYSE: TWLO) and SendGrid announced a definitive agreement for Twilio to acquire SendGrid in an all-stock transaction. Under the agreement and upon closing, which is expected in the first half of 2019, SendGrid stockholders will receive 0.485 shares of Twilio Class A common stock for every share of SendGrid common stock.
• Ended the quarter with more than 78,000 customers, up 35% compared with the third quarter of 2017.
• Delivered email volume of 141.7 billion for the third quarter, up 23% compared with the third quarter 2017.
• Delivered a subscription net dollar retention (NDR) rate of 113%.

2018 Outlook

Due to the pending transaction with Twilio, Inc., the company is not providing a full-year 2018 outlook.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measures to such GAAP measures can be found in the accompanying financial statements included with this press release.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP financial metrics to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

We use the non-GAAP financial measure of adjusted net income, which is defined as GAAP net income (loss), excluding stock-based compensation expense, restructuring expense, costs associated with mergers and acquisitions, warrant interest expense and non-capitalizable costs associated with our initial public offering. Due to our significant federal and state net operating loss carryforwards, as well as a full valuation against our net deferred tax assets, there is no income tax effect on adjusted net income in the presented periods. We believe that adjusted net income helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in adjusted net income. Additionally, our executive compensation structure uses an adjusted net income target as one of the components when calculating payments that have been earned. There are a number of limitations related to the use of adjusted net income as compared to net loss, including that adjusted net income excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of our compensation strategy.

We use the non-GAAP financial measure of free cash flow, which is defined as GAAP net cash flows from operating activities, reduced by purchases of property and equipment and principal payments on capital lease obligations. We believe free cash flow is an important liquidity measure of the cash that is available, after capital expenditures, for operational expenses, investment in our business and to make acquisitions. Free cash flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth. There are a number of limitations related to the use of free cash flow as compared to net cash from operating activities, including that free cash flow does not reflect future contractual commitments.

About SendGrid

SendGrid is a leading digital communication platform, enabling businesses to engage with their customers via email reliably, effectively and at scale. A leader in email deliverability, SendGrid has processed over 45 billion emails each month for internet and mobile-based customers as well as more traditional enterprises.

Disclosure of Material Information

SendGrid announces material information to its investors using SEC filings, press releases, public conference calls and on its investor relations page of the company’s website at https://investors.sendgrid.com.

Where You Can Find Additional Information

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger of SendGrid into a wholly-owned subsidiary of Twilio or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with SendGrid’s pending acquisition by Twilio, Twilio will file a registration statement on Form S-4 containing a joint proxy statement/prospectus of SendGrid and Twilio and other documents concerning the proposed merger with the Securities and Exchange Commission (the “SEC”). SENDGRID URGES INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SENDGRID, TWILIO AND THE PROPOSED MERGER. Investors may obtain free copies of the joint proxy statement/prospectus (when available) and other documents filed by SendGrid and Twilio with the SEC at the SEC’s website at www.sec.gov. Free copies of the joint proxy statement/prospectus (when available) and SendGrid’s other SEC filings are also available on SendGrid’s website at http://www.sendgrid.com/.

SendGrid, Twilio and their respective directors, executive officers, certain members of management and certain employees may be deemed, under SEC rules, to be participants in the solicitation of proxies with respect to the proposed merger. Information regarding SendGrid’s officers and directors is included in SendGrid’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 20, 2018 with respect to its 2018 Annual Meeting of Stockholders. This document is available free of charge at the SEC’s website at www.sec.gov or by going to SendGrid’s Investors page on its corporate website at http://www.sendgrid.com/. Information regarding Twilio’s officers and directors is included in Twilio’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2018 with respect to its 2018 Annual Meeting of Stockholders. This document is available free of charge at the SEC’s website at www.sec.gov or by going to Twilio’s Investors page on its corporate website at www.twilio.com. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed merger, and a description of their direct and indirect interests in the proposed merger, which may differ from the interests of SendGrid’s stockholders or Twilio’s stockholders generally, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this press release that relate to future results and events may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking information, and are based on the current expectations, estimates, forecasts and projections of SendGrid and Twilio. There can be no assurances that the proposed merger will be consummated. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: economic, business, competitive, and/or regulatory factors affecting the businesses of SendGrid and Twilio generally, including those set forth in the filings of SendGrid and Twilio with the SEC, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of their respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, their Current Reports on Form 8-K and other SEC filings. These forward-looking statements speak only as of the date hereof. SendGrid and Twilio undertake no obligation to publicly release the results of any revisions or updates to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

                SENDGRID, INC. Condensed Consolidated Statements of Operations (Unaudited)   Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2018 2017 2018 2017 Revenue Email API $ 29,542 $ 22,474 $ 83,650 $ 63,831 Marketing Campaigns 6,426 3,906 18,165 9,802 Predecessor email marketing service - 964 - 3,931 Other   1,231     972     3,628     2,595   Total revenue 37,199 28,316 105,443 80,159 Cost of revenue   8,978     7,612     26,271     21,357   Gross profit 28,221 20,704 79,172 58,802   Operating expenses: Research and development 11,049 7,545 29,854 21,208 Selling and marketing 9,612 7,124 26,255 20,582 General and administrative 10,606 7,684 28,637 21,222 Loss on disposal of assets   22     -     84     2   Total operating expenses 31,289 22,353 84,830 63,014   Loss from operations (3,068 ) (1,649 ) (5,658 ) (4,212 ) Other income (expense), net   645     56     1,652     (515 ) Net loss $ (2,423 ) $ (1,593 ) $ (4,006 ) $ (4,727 )   Weighted average common shares outstanding   46,550     8,020     43,841     7,938   Net loss per share attributable to common stockholders $ (0.05 ) $ (0.20 ) $ (0.09 ) $ (0.60 )           SENDGRID, INC. Reconciliation of Net Loss to Adjusted Net Income (ANI) (Unaudited)   Three Months Ended September 30, (in thousands) 2018 2017 Net loss $ (2,423 ) $ (1,593 ) Stock-based compensation expense 3,442 1,296 Restructuring expense 205 112 Merger and acquisition expenses 1,552 190 Adjustment to redeemable preferred stock warrant - (84 ) Certain IPO costs   -     720   Adjusted Net Income (ANI) $ 2,776   $ 641     Weighted average diluted shares outstanding 53,477 42,291 Adjusted Net Income (ANI) / share $ 0.05 $ 0.02     SENDGRID, INC. Consolidated Statements of Cash Flows (Unaudited)   Nine Months Ended September 30, (in thousands) 2018 2017 Cash flows from operating activities: Net loss $ (4,006 ) $ (4,727 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 8,385 7,048 Stock-based compensation 8,082 2,677 Adjustment to redeemable preferred stock warrant liability - 434 Non-cash interest expense 58 22 Loss on disposal of assets and restructuring of assets 340 352 Reimbursement of tenant improvements 2,464 718 Changes in operating assets and liabilities: Accounts receivable (1,017 ) (458 ) Prepaid expenses and other assets 1,244 (1,439 ) Accounts payable and accrued liabilities 2,166 4,264 Other liabilities   (1,728 )   1,240   Net cash flows from operating activities   15,988     10,131     Cash flows from investing activities: Purchase of property and equipment (11,474 ) (4,806 ) Cash paid for business combination - (2,726 ) Cash acquired in business combination - 527 Proceeds from sale of assets   27     9   Net cash flows from investing activities   (11,447 )   (6,996 )   Cash flows from financing activities: Proceeds from stock option exercises 8,337 396 Proceeds from follow-on public offering, net of $0.7 million underwriting discount 13,716 - Payments for stock issuance costs (1,346 ) (1,523 ) Payments for tax withholding on equity awards (7,703 ) - Principal payments on capital lease obligations (4,946 ) (5,092 ) Principal payments on note payable   (547 )   -   Net cash flows from financing activities   7,511     (6,219 )   Effect of foreign currency exchange rates on cash (3 ) 3 Net increase (decrease) in cash, cash equivalents, and restricted cash 12,049 (3,081 )   Cash, cash equivalents, and restricted cash at beginning of period   175,496     40,478   Cash, cash equivalents, and restricted cash at end of period $ 187,545   $ 37,397       SENDGRID, INC. Reconciliation of Net Cash Flows Provided by Operating Activities to Free Cash Flow (Unaudited)   Three Months Ended September 30, (in thousands) 2018 2017 Net cash flows from operating activities $ 7,255 $ 5,009 Purchase of property and equipment (2,186 ) (1,792 ) Principal payments on capital lease obligations (1,605 ) (2,095 ) Principal payments on notes payable   (547 )   -   Free cash flow $ 2,917   $ 1,122       SENDGRID, INC. Consolidated Balance Sheets (Unaudited)   As of September 30, As of December 31, (in thousands) 2018 2017 Assets Current Assets: Cash and cash equivalents $ 186,423 $ 175,496 Restricted cash 1,122 - Accounts receivable - trade, net of allowance 6,756 5,765 Prepaid expenses and other current assets   6,128     9,087   Total current assets   200,429     190,348     Noncurrent Assets: Property and equipment, net 35,858 29,192 Intangible assets, net 6,213 1,795 Other assets 964 300 Goodwill   1,648     1,648   Total noncurrent assets   44,683     32,935   Total assets $ 245,112   $ 223,283     Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued liabilities $ 13,612 $ 13,837 Current portion of capital lease obligations 6,397 6,110 Current portion of note payable 2,005 - Current portion of deferred rent 1,263 328 Other current liabilities   1,260     1,575   Total current liabilities   24,537     21,850     Long-Term Obligations, Net of Current Portion: Capital lease obligations, net of current portion 10,165 11,095 Note payable, net of current portion 3,842 - Deferred rent, net of current portion 9,231 10,054 Other long-term liabilities   487     510   Total long-term obligations, net of current portion:   23,725     21,659   Total liabilities   48,262     43,509     Stockholders’ equity: Common stock, $0.001 par value 47 39 Additional paid-in capital 251,298 229,594 Accumulated deficit (54,489 ) (49,857 ) Accumulated other comprehensive loss   (6 )   (2 ) Total stockholders’ equity   196,850     179,774   Total liabilities and stockholders’ equity $ 245,112   $ 223,283       SENDGRID, INC. Reconciliation to Non-GAAP Financial Measures (Unaudited)   Three Months Ended September 30, (in thousands) 2018 2017 Cost of revenue $ 8,978 $ 7,612 Less: Stock-based compensation expense 371 186 Restructuring expense - - Merger and acquisition expenses 20 9 Certain IPO costs   -     -   Non-GAAP cost of revenue $ 8,587   $ 7,417     Cost of revenue as a % of revenue 24.1 % 26.9 % Non-GAAP cost of revenue as a % of revenue 23.1 % 26.2 %     SENDGRID, INC. Reconciliation to Non-GAAP Financial Measures (Unaudited)   Three Months Ended September 30, (in thousands) 2018 2017 Research and development $ 11,049 $ 7,545 Less: Stock-based compensation expense 1,308 387 Restructuring expense - - Merger and acquisition expenses 128 147 Certain IPO costs   -     -   Non-GAAP research and development $ 9,613   $ 7,011     Research and development as a % of revenue 29.7 % 26.6 % Non-GAAP research and development as a % of revenue 25.8 % 24.8 %     SENDGRID, INC. Reconciliation to Non-GAAP Financial Measures (Unaudited)   Three Months Ended September 30, (in thousands) 2018 2017 Selling and marketing $ 9,612 $ 7,124 Less: Stock-based compensation expense 532 281 Restructuring expense - - Merger and acquisition expenses 5 5 Certain IPO costs   -     -   Non-GAAP selling and marketing $ 9,075   $ 6,838     Selling and marketing as a % of revenue 25.8 % 25.2 % Non-GAAP selling and marketing as a % of revenue 24.4 % 24.1 %     SENDGRID, INC. Reconciliation to Non-GAAP Financial Measures (Unaudited)   Three Months Ended September 30, (in thousands) 2018 2017 General and administrative $ 10,606 $ 7,684 Less: Stock-based compensation expense 1,231 442 Restructuring expense 205 112 Merger and acquisition expenses 1,399 29 Certain IPO costs   -     720   Non-GAAP general and administrative $ 7,771   $ 6,381     General and administrative as a % of revenue 28.5 % 27.1 % Non-GAAP general and administrative as a % of revenue 20.9 % 22.5 %  

Source: SendGrid, Inc.

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SendGrid, Inc.Investor Relations Contact:David Banks, 720-588-4496david.banks@sendgrid.comorMedia Contact:David Friedman, 303-868-9641david.friedman@sendgrid.com