UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2022
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
MarketWise, Inc. (the “Company”) has prepared a presentation concerning its business that it intends to use in connection with meetings with investors, analysts, and other interested parties including, without limitation, at the UBS Virtual NDR on March 24, 2022. A copy of the presentation is furnished as Exhibit 99.1 hereto, incorporated herein by reference, and available on the Company’s investor relations site at investors.marketwise.com.
The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 hereunto duly authorized.
| MarketWise, Inc. | ||||||||
Date: | By: | /s/ Dale Lynch | ||||||
| Name: | Dale Lynch | |||||||
| Title: | Chief Financial Officer | |||||||
Investor Presentation March 23, 2022
IMPORTANT INFORMATION Cautionary Statement Regarding Forward-Looking Statements This presentation (this “Presentation”) contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the financial position, business strategy, and the plans and objectives of management for future operations of MarketWise, Inc. (the “Company,” “we,” “us,” or “our”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward- looking statements in this Presentation, including, but not limited to: our ability to attract new subscribers and to persuade existing subscribers to renew their subscription agreements with us and to purchase additional products and services from us; our ability to adequately market our products and services, and to develop additional products and product offerings; our ability to manage our growth effectively, including through acquisitions; failure to maintain and protect our reputation for trustworthiness and independence; our ability to attract, develop, and retain capable management, editors, and other key personnel; our ability to grow market share in our existing markets or any new markets we may enter; adverse or weakened conditions in the financial sector, global financial markets, and global economy; our ability to respond to and adapt to changes in technology and consumer behavior; failure to successfully identify and integrate acquisitions, or dispose of assets and businesses; our public securities’ potential liquidity and trading; the impact of the regulatory environment and complexities with compliance related to such environment; the impact of the COVID-19 pandemic; our future capital needs; our ability to maintain an effective system of internal control over financial reporting, and to address and remediate existing material weaknesses in our internal control over financial reporting; our ability to maintain and protect our intellectual property; and other factors beyond our control. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of our Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and other documents filed by us from time to time with the U.S. Securities and Exchange Commission (“SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Presentation may not occur and actual results could differ materially and adversely from those anticipated. Forward-looking statements speak only as of the date they are made. You are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. We do not give any assurance that we will achieve our expectations. Non-GAAP Financial Measures This Presentation also includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including, but not limited to, Adjusted CFFO, Adjusted Free Cash Flow, Adjusted CFFO Conversion, and Adjusted Free Cash Flow Margin and certain ratios and other metrics derived therefrom. The Company defines Adjusted CFFO as net cash provided by operating activities plus profits distributions to Class B unitholders included in stock-based compensation, plus or minus any non-recurring items. The Company defines Adjusted Free Cash Flow as Adjusted CFFO minus capital expenditures. The Company defines Adjusted CFFO Conversion as Adjusted Free Cash Flow divided by Adjusted CFFO. The Company defines Adjusted Free Cash Flow Margin as Adjusted Free Cash Flow divided by Billings (i.e., amounts invoiced to customers). These financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company uses these non-GAAP measures, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. The Company believes that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance, and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. This non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. For a reconciliation of these non-GAAP figures to the nearest measure determined under GAAP, please see the appendix to this Presentation. Industry and Market Data In this Presentation, the Company relies on and refers to certain information and statistics obtained from third-party sources which they believe to be reliable. The Company has not independently verified the accuracy or completeness of any such third-party information. 2
3 MANAGEMENT MARCO GALSIM CIO DALE LYNCH CFO MARK ARNOLD CEO & Chairman MarketWise GARY ANDERSON General Counsel CYNTHIA CHERRY Sr. Director of Human Resources MARCO FERRI Director of Business Development
4 OUR VISION TO BECOME THE DE-FACTO FINANCIAL WELLNESS SOLUTIONS PLATFORM FOR SELF-DIRECTED INVESTORS Grow / Optimize Marketing & Customer Acquisition Invest in Brand Marketing Build/Buy Addt’l Content, Products & Brands Invest in Technology, Data & Analytics Establish Partnerships & M&A • Leverage existing financial education loop • Expand and grow reach via additional channels including videos and live streaming • Expand marketing channels • Provide MarketWise subscribers with a greater ability to cultivate deeper social connections and connect with fellow members • Generate multi-sided platform with flywheel effects • Focus areas include machine learning, performance marketing, and SaaS product development • Deepen breadth and depth of targeted offerings • Opportunities to accelerate and expand product offering, customer base, international • Drive accretive M&A using cash and public currency 4. CONSOLIDATE A FRAGMENTED MARKET 3. ADD ENGINEERING & ML EXCELLENCE 2. BUILD DEEP NETWORK EFFECTS 1. EXPAND REACH AND DISCOVERABILITY Expand Internationally Invest in & Deepen Community Network
5 Founded with a mission to level the playing field for self-directed investors Today we are a Leading Multi-Brand Subscription Services Platform serving millions of self-directed investors A diverse portfolio of operating brands serving as a trusted source for financial research, education and actionable ideas
MARKETWISE AT A GLANCE 6 ~15M Digital Platform Members2 at 12/31/21 ~1M Paid Digital Subscribers at 12/31/21 $742 Industry Leading ARPU as of Q4 ‘213 $730M TTM Q4 ‘21 Billings4 +33% YoY Growth 27% TTM Q4 ‘21 Adjusted Free Cash Flow Margin5 99.9% TTM Q4 ‘21 Adjusted CFFO Conversion6 (Low Capex) 1.As of December 31, 2021 2.Includes free and paid subscribers 3.ARPU (Average Revenue Per User) is calculated as trailing four quarter net Billings / average number of trailing four quarter paid subscribers 4.Billings represents amounts invoiced to customers 5.Adjusted FCF Margin = Adjusted FCF/ Billings. Adjusted FCF is calculated as Adjusted CFFO – Capital Expenditures. Adjusted CFFO is calculated as net cash provided by operating activities plus profits distributions to Class B unitholders included in stock-based compensation expense plus or minus any non-recurring items (see appendix for reconciliation to the nearest GAAP measure) 6.Adjusted CFFO Conversion = (Adjusted CFFO - Capital Expenditures) / Adjusted CFFO (see appendix for reconciliation to the nearest GAAP measure) • Primary customer brands grew from 5 to 121 • Products grew from <50 to >1701 • Editorial team has grown to 981 • Employees grew from 275 to 7981 • Significantly expanded Free-to-Paid distribution channel • Upgraded corporate infrastructure with deployment of new systems & applications, including analytics and machine learning DRAMATIC SCALING SINCE 2017
7 KEY DRIVERS OF OUR SUCCESS DATA / TECHNOLOGY • Real-time campaign feedback, AI and rapid scalability • Machine learning and advanced analytics drive increased upsell yield SCALABLE MODEL • Industry-leading ROI on new customer acquisition • Upsell to higher ARPU products with almost all of the upsell revenues falling to the bottom line CUSTOMER FOCUS • Customer centricity through every stage of a subscriber’s journey • Emphasis on developing long-term relationship with the subscriber • Consistent 90%+ net revenue retention POWERFUL CONTENT PLATFORM • Compelling content fosters relationships between readers and editors, creates customer loyalty and brand goodwill • Insightful and engaging content drives conversion users from free to paid subscribers • Focus on proven formula to launch & scale new products in a low-risk capital way
8 INVESTMENT HIGHLIGHTS 1 Significant and growing “attention economy” TAM $129B TAM with significant tailwinds, ripe for disruption 2 Scalable, digitally delivered IP Market leading tech platform with scalable, high-value content, data & analytics 3 Large, thriving community ~15M self-directed investors, growing at a 63% CAGR from Q4 2019 to Q4 2021 4 Diversified product suite 12 primary customer facing brands offering 170+ products 5 Best in class financial profile Financial profile: Scale, Growth, Recurring Revenue, High Adjusted FCF1 (Low Capex) 6 Experienced leadership team Deep, long-tenured & proven team 7 Sustained growth outlook Multiple organic & inorganic avenues to potentially drive sustained profitable growth at scale 1. Adjusted FCF is calculated as Adjusted CFFO (Cash Flow From Operations) - Capital Expenditures. Adjusted CFFO is calculated as net cash provided by operating activities plus profits distributions to Class B unitholders included in stock-based compensation expense plus or minus any non-recurring items ✓ ✓ ✓ ✓ ✓ ✓ ✓
9 1. Represents an estimated 33.3% of the 75M U.S. self-directed investors (Celent, Self Directed Retail Investor Market Study, March 2021) x MarketWise’s 3-year average ARPU (2019-2021) of $718. The remaining 66.7% is believed to be covered in the Asset Managers market sizes 2. Reflects addressable market of asset management customers becoming self-directed investors, based off of management fees for 2019 global active core and active specialties per BCG Global Asset Management Research Report, 2020 3. Celent, Self-Directed Retail Investor Market Study, March 2021; 75M represents Celent’s estimate for 2021 4. MKTW ARPU = (2019-2021 Billings)/(Avg. Annual Paid Subscribers 2019-2021) 5. Celent, Self-Directed Retail Investor Market Study, March 2021; Celent’s expects a 15% CAGR in US Self-Directed Investors between 2021-2023; conservatively used a lower percentage growth FINANCIAL WELLNESS SOLUTIONS HAVE A HUGE TAM “Narrowly Defined” TAM 75M 2021 US Self-directed Investors3 $718 2019 – 2021 Average MKTW ARPU4 $56B TAM (8-10% Expected CAGR ‘21-’23)5 “Strategic Vision” TAM
10 PERSONAL INVESTING IS CHANGING IN FAVOR OF MARKETWISE AGING POPULATION • 17% of U.S. population is 65+1 • 10,000 Americans retiring every day, creating consistent demand velocity2 GROWING THE PIE • 72% of millennials identify as self- directed investors3 (~$22T of net worth)3 • Rise of self-directed ‘Robinhood’ investors provides huge future upside PERFORMANCE • Individual investors have a 3- year return performance lag versus the S&P 5005 EDUCATION • Increased emphasis on financial literacy - knowledge & skill to effectively manage wealth VOLUME OF ACTIVITY • Retail investors now represent ~20% of trading on any given day, up from ~10% in 20104 COMPLEXITY • Increasing number and complexity of investment instruments (e.g., ETFs, options, crypto, etc.) "…the markets are no longer reserved for institutional investors or HNWI. The goal of democratizing the financial markets is becoming a reality“ 1. Statista 2. Deutsche Bank 3. Deloitte study 4. Wall Street research 5. realinvestmentadvice.com
PREMIUM SUBSCRIPTION CONTENT, SOFTWARE AND TOOLS ACTIONABLE IDEAS SOFTWARE & TOOLS 11
Detect new demand and investment trends in the financial marketplace through observation, research and analysis DETECT Identify a financial expert that has a personal passion for a specific area of growing customer interest and can provide unique insights ANALYZE Launch new products within weeks. Target offers based on customer behavior and use AI to track and improve results LAUNCH Grow content team in product area and cross-sell and upsell to build customer lifetime relationship SCALE PROVEN, AGILE PLATFORM FOR LAUNCHING NEW PRODUCTS QUICKLY WITH LOW RISK 12 125+ New Products in 4 Years Helped drive >$480M of Billings PRODUCTS OFFERED <50 90+ 130+ 160+ 175+
13 DIVERSE RESEARCH PORTFOLIO ACROSS DIFFERENT ASSET CLASSES SELECTED EXAMPLES CUMULATIVE LIFETIME SPEND1 # OF SUBSCRIBERS1 129K2 245K2 598K2 >$5,000 $600-$5,000 <$600 Ultra High Value Product bundles High Value More advanced investing strategies - Value Investing, Microcaps, Real Estate, Options, Trading, Cryptocurrencies Paid Mega Cap equities and basic investment strategies Free General market commentary, current events - Insightful and educational • Newswire • Investor Hour • The Weekly Pulse • The Daily Cut • Fry’s Investment Report - $249 • Empire Stock Investor - $199 • Empire Elite Growth - $5,000 • Palm Beach Ventures - $3,000 • Alliance - $31,000 + $499 annually • Total Portfolio - $15,000 + $499 annually DIVERSE RESEARCH PRODUCTS (% OF BILLINGS - Q1 2019 – Q4 2021) 13.7M 1.As of December 31, 2021 2.Number of subscribers indicated correspond with the cumulative lifetime spend to the right (e.g., 598K of the 972K total paid subscribers have less than $600 of cumulative lifetime spend)
MARKETING CHANNEL MIX (2021) Direct to Paid Free to Paid 68% 32% vs. MULTI-CHANNEL MARKETING APPROACH 2021 EXTERNAL ORDERS GENERATED EXTERNAL MARKETING – CUSTOMER ACQUISITION SELECT DIRECT TO PAID DISPLAY CHANNELS CONVERSION STATS (2021) Order Form Click- through Rate1 12.0% 6.6% Order Form Conversion Rate2 1.Order form click-through rate for paid subscription campaigns is derived from total order form visits / total landing page visits 2.Order form conversion rate for paid subscription campaigns is derived from main & upsell orders / total order form visits 14
1.Subscriber figures shown as of December 31, 2021 2.Represents cumulative free-to-paid conversion rate for the period January 1, 2019 to December 31, 2021. Calculated as (number of free subscribers who purchased a subscription during the period) / (average number of free subscribers during the period) 3.Represents cumulative high-value conversion rate as of December 31, 2021. Calculated as (number of paid subscribers who have purchased >$600 in aggregate over their lifetime as of December 31, 2021)/(number of paid subscribers as of December 31, 2021) 4.Represents cumulative ultra-value conversion rate as of December31, 2021. Calculated as (number of paid subscribers who have purchased >$5,000 in aggregate over their lifetime as of December 31, 2021)/(number of high value subscribers as of December31, 2021) BEST-IN-CLASS BUSINESS MODEL TAILORED FOR HIGH VALUE SUBSCRIBERS 15 CUMULATIVE FREE-TO-PAID CONVERSION RATE 5%2 CUMULATIVE HIGH-VALUE CONVERSION RATE 39%3 CUMULATIVE ULTRA CONVERSION RATE 35%4 ~129K1 TOTAL ULTRA HIGH VALUE SUBSCRIBERS (Total spend >$5,000) ~374K1 TOTAL HIGH VALUE SUBSCRIBERS (Total spend >$600) ~972K1 TOTAL PAID SUBSCRIBERS ~13.7M1 FREE SUBSCRIBERS
16 SUBSCRIBER DEMOGRAPHICS PAID SUBSCRIBERS BY GENERATION (AGE 25+)1 PAID SUBSCRIBERS BY NET ASSETS1 1.Source: Experian data as of December 31, 2021
YEAR FOCUS AREA BUILD OR BUY ORIGINAL BILLINGS ($ MILLIONS) 2021 BILLINGS ($ MILLIONS) 2010 Macro Build -- $171 2013 Risk Allocation Buy $1 $67 2014 Macro Buy $5 $149 2015 Commodities Buy $12 $24 2016 Trading Build -- $19 2017 Growth Buy $28 $93 2019 Growth / SPACs Build -- $28 2019 Software Build -- $6 2021 Software Buy $3 $27 Total $49 $584 % of Total 2021 Billings 80% WE HAVE A TRACK RECORD OF EFFICIENT AND HIGHLY ACCRETIVE CAPITAL ALLOCATION 17 1 1. Acquisition completed on January 21, 2021; Original Billings represents billings in 2020 O m n i a R e se a r c h
Financial Overview
FINANCIAL HIGHLIGHTS SCALE $730M TTM Q4 ‘21 Billings 99% Q1 2020-Q4 2021 Subscription Billings RECURRING REVENUE BASE 27% TTM Q4 ‘21 Adjusted Free Cash Flow Margin3 33% TTM Q4 ‘21 Billings growth TRACK RECORD OF GROWTH STRONG MARGIN PROFILE 4x LTV/CAC Ratio2 INDUSTRY-LEADING UNIT ECONOMICS 19 99.9% TTM Q4 ‘21 Adjusted CFFO Conversion4 (Low Capex) PREMIER CASH FLOW CONVERSION (HIGHLY CAPITAL EFFICIENT) 1.Average Revenue Per User (“ARPU”) = trailing four quarter net billings / average number of trailing four quarter paid subscribers 2.Based on average lifetime customer contribution margin divided by customer acquisition costs. Customer acquisition costs include direct marketing spend, external revenue share expense, retention and renewal expenses, copywriting and marketing salaries, tele-sales salaries and commissions and customer service commissions 3.Adjusted FCF Margin = Adjusted FCF / Billings. Adjusted FCF is calculated as Adjusted CFFO - Capital Expenditures. Adjusted CFFO is calculated as net cash provided by operating activities plus profits distributions to Class B unitholders included in stock-based compensation expense plus or minus any non-recurring items (see appendix for a reconciliation to the nearest GAAP measure) 4.Adjusted CFFO Conversion = (Adjusted CFFO - Capital Expenditures) / Adjusted CFFO (see appendix for a reconciliation to the nearest GAAP measure) $742 ARPU as of Q4 ‘211
20 SUPERIOR UNIT ECONOMICS – 2021 Avg. Customer Lifetime Billings $2,600 High Variable Margin LTV/CAC1 Ratio 4x “….with an LTV/CAC ratio of 3 or higher, investing an incremental dollar in acquiring new customers has a greater expected return than retaining that dollar as profit…” 90 Days CPA2 Breakeven 7-10 Months CAC1 Breakeven 1.Customer Acquisition Cost includes direct marketing spend, external revenue share expense, retention and renewal expenses, copywriting and marketing salaries, tele-sales salaries and commissions and customer service commissions 2.CPA - Cost per acquisition includes direct marketing spend only
KEY PERFORMANCE INDICATORS 21 PAID SUBSCRIBERS (IN THOUSANDS) 1.Average Revenue Per User (“ARPU”) = trailing four quarter net Billings /average number of trailing four quarter paid subscribers ARPU1 ARPU has modestly decreased due to influx of new subscribers in recent periods
22 HIGHLY ATTRACTIVE LONG-TERM GROWTH AT SCALE 1.Billings represents amounts invoiced to customers 2.Adjusted CFFO = net cash provided by operating activities plus profits distributions to Class B unitholders included in stock-based compensation expense plus or minus any non-recurring items. Adjusted CFFO Margin = Adjusted CFFO/ Billings (see appendix for a reconciliation to the nearest GAAP measure) 3.Adjusted CFFO Conversion = (Adjusted CFFO - Capital Expenditures) / Adjusted CFFO (see appendix for a reconciliation to the nearest GAAP measure) 24% 27%Margin 22% BILLINGS ($ IN MILLIONS)1 ADJUSTED CFFO CONVERSION3 (LOW CAPEX)ADJUSTED CFFO ($ IN MILLIONS)2 REVENUE ($ IN MILLIONS) 10% 3%
MARKET OBSERVATIONS FIRST QUARTER 2022 • During 2022, markets have experienced a major reset driven by Russia’s invasion of Ukraine, an increasingly aggressive Fed stance, and inflation spiking to 40-year highs • The confluence of market-moving events has resulted in increased volatility to engagement proxies as indicated by the 7% decline in daily average trades at Schwab in February • MarketWise’s business has not been immune to these events as our engagement has been impacted as can be seen by the 15% decline in landing page visits in February • We continue to experience volatility in engagement and per unit subscriber acquisition costs, driven by: • A mass travel dynamic and normalization period as we transition to a post- pandemic environment • Spiking inflation and sharp volatility/falling asset prices across the spectrum • Due to the factors above, 2022 first quarter to date Billings and paid subscriber counts are trending lower as compared to 4Q21, both under pressure due to decreased engagement • During times of high market volatility, such as the 2008 financial crisis, and today’s markets, our investment teams develop investment ideas to help our customers navigate uncertain times, and these are expected to be rolled out over the coming months • Additionally, we expect the post-pandemic trends experienced over the last 9 months to normalize during the second half of 2022 SEQUENTIAL CHANGE IN MKTW LANDING PAGE VISITS1 SEQUENTIAL CHANGE IN SCHWAB DAILY AVERAGE TRADES2 1. March ’21E based on proration of results through March 14, 2022 2. Source: Schwab Investor Relations website – March ‘21E based on proration of results through March 8,2022 (updated Tuesday of each week) Note: % change for January 2022 results are calculated as compared to period end December 2021 23
LONG-TERM FINANCIAL OBJECTIVES 24 KEY GROWTH DRIVERS KEY PROFITABILITY DRIVERS • Paid marketing spend • New products/markets • M&A • Paid marketing spend • Conversion/upsells • ROIs BALANCE LONG-TERM GROWTH WITH PROFITABILITY
Appendix
INSTITUTIONAL INFO SERVICES INSTITUTIONAL RESEARCH SPECIALTY FINANCIAL RESEARCH ONLINE BROKERS ONLINE NEWSLETTERS GENERAL FINANCIAL PUBLICATIONS ONLINE TOOLS SOCIAL MEDIA COMMUNITIES ACTIONABLE CONTENT DATA & INFO DIVERSIFIED PRODUCT OFFERING FULL RANGE OF PRICES 26 Sell Side Platforms Wall Street Research MARKETWISE PROVIDES DIVERSE, ACTIONABLE & AFFORDABLE CONTENT
NON-GAAP RECONCILIATION 271.Represents a discretionary, one-time, lifetime-award non-employee bonus payment of $10M to the Company’s founder, who is a Class B stockholder
GAAP INCOME STATEMENTS – Q4 28 1.Stock-based compensation expense is primarily related to the Class B Units. Prior to the Transactions (as defined in our Annual Report on Form 10-K), the Class B Units were classified as liabilities as opposed to equity and remeasured to fair value at the end of each reporting period, with the change in value being charged to stock-based compensation expense. Because the Class B Units were classified as liabilities on our consolidated balance sheet prior to the Transactions, all profits distributions made to the holders of the Class B Units were considered to be stock-based compensation expenses. Upon completion of the Transactions, all Class B Units fully vested as of the transaction date, and the original operating agreement was terminated and replaced by a new operating agreement consistent with the Company’s Up-C structure. This new operating agreement does not contain the put and call options that existed under the previous operating agreement, and the Common Units are treated as common equity under the new operating agreement and do not generate stock-based compensation expense. Therefore, the Class B Units liability was reclassified to equity as of the transaction date and stock-based compensation expense associated with the Class B Units ceased after the transaction date. ($ in 000's) Q4 2020 Q4 2021 % Variance Total Revenue 106,843 146,672 37% Operating Expenses Cost of Revenue 85,698 17,589 -79% Sales and Marketing 67,770 65,665 -3% General and Administrative 325,725 31,807 -90% Depreciation and Amortization 641 600 -6% Research and Development 1,298 1,645 27% Related Party Expenses 56 101 80% Total Operating Expenses 481,188 117,407 -76% Income (Loss) from Operations (374,345) 29,265 N/M Other (Income) Expense, net 1,023 (6,016) N/M Interest (Income) Expense, net 12 127 958% Net Income (Loss) Before Income Taxes (375,380) 35,154 N/M Income Tax Expense/(Benefit) - (727) N/M Net Income (Loss) (375,380) 35,881 N/M ($ in 000's) Q4 2020 Q4 2021 % Variance Stock Based Compensation Expense 1 Vested Class B Units & Change in Fair Value of Class B Liability Awards 347,938 - N/M Profits distribution to Class B Unitholders included in stock based compensation expense 33,087 - N/M Total Class B Stock Based Compensation Expense 381,025 - N/M 2021 Incentive Award Plan stock based compensation expense - 2,266 N/M Total Stock Based Compensation Expense 381,025 2,266 -99% Stock Based Compensation Line Item Summary 1 Cost of Revenue 70,793 492 -99% Sales and Marketing 7,399 582 -92% General and Administrative 302,833 1,192 -100% Total Stock Based Compensation Expense 381,025 2,266 -99% Q4 2020 Q4 2021 Total Revenue 100% 100% Operating Expenses Cost of Revenue 80% 12% Sales and Marketing 63% 45% General and Administrative 305% 22% Depreciation and Amortization 1% 0% Research and Development 1% 1% Related Party Expenses 0% 0% Total Operating Expenses 450% 80% Income (Loss) from Operations -350% 20% Other (Income) Expense, net 1% -4% Interest (Income) Expense, net 0% 0% Net Income (Loss) Before Income Taxes -351% 24% Income Tax Expense - 0% Net Income (Loss) -351% 24% Q4 2020 Q4 2021 Stock Based Compensation Line Item Summary 1 Cost of Revenue 66% 0% Sales and Marketing 7% 0% General and Administrative 283% 1% Total Stock Based Compensation Expense 357% 2%
GAAP INCOME STATEMENTS – FY 29 1.Stock-based compensation expense is primarily related to the Class B Units. Prior to the Transactions (as defined in our Annual Report on Form 10-K), the Class B Units were classified as liabilities as opposed to equity and remeasured to fair value at the end of each reporting period, with the change in value being charged to stock-based compensation expense. Because the Class B Units were classified as liabilities on our consolidated balance sheet prior to the Transactions, all profits distributions made to the holders of the Class B Units were considered to be stock-based compensation expenses. Upon completion of the Transactions, all Class B Units fully vested as of the transaction date, and the original operating agreement was terminated and replaced by a new operating agreement consistent with the Company’s Up-C structure. This new operating agreement does not contain the put and call options that existed under the previous operating agreement, and the Common Units are treated as common equity under the new operating agreement and do not generate stock-based compensation expense. Therefore, the Class B Units liability was reclassified to equity as of the transaction date and stock-based compensation expense associated with the Class B Units ceased after the transaction date. ($ in 000's) 2020 2021 % Variance Total Revenue 364,179 549,183 51% Operating Expenses Cost of Revenue 154,605 239,251 55% Sales and Marketing 214,257 296,934 39% General and Administrative 526,561 960,183 82% Depreciation and Amortization 2,553 2,676 5% Research and Development 4,770 7,487 57% Related Party Expenses 122 10,245 8298% Total Operating Expenses 902,868 1,516,776 68% Income (Loss) from Operations (538,689) (967,593) N/M Other (Income) Expense, net 2,879 (16,178) N/M Interest (Income) Expense, net (477) 110 N/M Net Income (Loss) Before Income Taxes (541,091) (951,525) N/M Income Tax Expense - 2,358 N/M Net Income (Loss) (541,091) (953,883) N/M ($ in 000's) 2020 2021 % Variance Stock Based Compensation Expense 1 Vested Class B Units & Change in Fair Value of Class B Liability Awards 475,202 934,993 97% Profits distribution to Class B Unitholders included in stock based compensation expense 78,398 123,449 57% Total Class B Stock Based Compensation Expense 553,600 1,058,442 91% 2021 Incentive Award Plan stock based compensation expense - 4,909 N/M Total Stock Based Compensation Expense 553,600 1,063,351 92% Stock Based Compensation Line Item Summary 1 Cost of Revenue 102,736 171,804 67% Sales and Marketing 10,567 48,098 355% General and Administrative 440,297 843,449 92% Total Stock Based Compensation Expense 553,600 1,063,351 92% 2020 2021 Total Revenue 100% 100% Operating Expenses Cost of Revenue 42% 44% Sales and Marketing 59% 54% General and Administrative 145% 175% Depreciation and Amortization 1% 0% Research and Development 1% 1% Related Party Expenses 0% 2% Total Operating Expenses 248% 276% Income (Loss) from Operations -148% -176% Other (Income) Expense, net 1% -3% Interest (Income) Expense, net 0% 0% Net Income (Loss) Before Income Taxes -149% -173% Income Tax Expense - 0% Net Income (Loss) -149% -174% 2020 2021 Stock Based Compensation Line Item Summary 1 Cost of Revenue 28% 31% Sales and Marketing 3% 9% General and Administrative 121% 154% Total Stock Based Compensation Expense 152% 194%