Substack

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 financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Substack is the subscription network for independent writers and creators. Our mission is to build a new economic engine for culture.

Milestones

Substack Inc. was incorporated in the State of Delaware in November 2017.

Since then, we have:

•  Built a subscription network based on writing, podcasting, community, and other forms of culture-making.
• Generated more than 35 million active subscriptions, including 2 million paid subscriptions. 
• Started building the Substack network, which now drives 40 percent of all subscriptions and 15 percent of paid subscriptions on the platform.
• Helped writers earn a living, and in some cases a fortune, on the platform. Readers have paid writers more than $300 million through Substack. The top 10 publishers earn more than $25 million a year on Substack.

The Company is subject to risks and uncertainties common to early-stage companies. Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future.

Historical Results of Operations

• Revenues & Gross Margin. For the period ended December 31, 2021, the Company had revenues of $(5,167,975) compared to the year ended December 31, 2020, when the Company had revenues of $1,454,052.
• Assets. As of December 31, 2021, the Company had total assets of $62,667,814 , including $55,386,969 in cash. As of December 31, 2020 the Company had $16,467,233 in total assets, including $15,279,360 in cash.
• Net Income. The Company has had net income of $(22,876,537) and net income of $(2,320,785) for the fiscal years ended December 31, 2021 and December 31, 2020, respectively.
• Liabilities. The Company's liabilities totaled $6,635,026 for the fiscal year ended December 31, 2021 and $2,695,391 for the fiscal year ended December 31, 2020.

Liquidity & Capital Resources

To date, the company has been financed with $81,080,947 in equity and $2,317,939 in SAFEs.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We may require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy.

Runway & Short/Mid Term Expenses

In the period 2020 to 2022, we focused on growth. As our revenues from subscription fees increased, so did our expenses as we built a team drawn from the best tech and culture companies in the world and used financing to grow the publisher ecosystem. In particular, during this period we made aggressive investments to acquire writers who had large readerships so we could kickstart the growth of the Substack network. This effort brought tens of millions of readers into the system. 

We have long believed that establishing a network can give Substack a competitive advantage and increase the value of the proposition for writers and subscribers who may be considering our products. This growth period was critical to building a leadership position in our category and attracting a critical mass of writers who could demonstrate the efficacy of the Substack model. We entered this period of spending knowing it would be an expensive but worthwhile—and limited-time—endeavor. (Indeed, since our Partnerships Expenses are categorized as contra revenue, we effectively incurred negative revenue.) These efforts have paid off. Today, Substack has more than 35 million monthly active subscriptions and there are more than 2 million paid subscriptions to writers on the platform. Some of the world’s best and most well-loved writers—including George Saunders, Kareem Abdul-Jabbar, Roxane Gay, Salman Rushdie, Cheryl Strayed, and Margaret Atwood—publish with us. The term “Substack” has become a category-defining brand, to the extent that many writers who launch publications on the platform no longer say they are starting a newsletter—they say they are starting a Substack. The Substack network, now firmly entrenched, has become known for its quality and depth. 

We expect this network, now growing under its own steam, to ensure that our revenues continue to grow and give Substack customer retention advantages in a competitive marketplace. As the platform’s network effects are driving organic growth for the business, we do not expect our Partnership Expenses to ever again be as proportionately significant as they were from 2020 to 2022. 

All projections in the above narrative are forward-looking and not guaranteed.