424B3 1 424b3_wrapper_10-q.htm 424B3 424B3

 

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-259168

 

PROSPECTUS SUPPLEMENT NO. 2

(to prospectus dated September 21, 2021)

 

 

img10532263_0.jpg
 

35,398,389 Shares of Class A Common Stock

_____________________
 

This prospectus supplement updates and amends the prospectus dated September 21, 2021, which relates to the resale of up to 35,398,389 shares of our Class A common stock by the registered stockholders identified in the prospectus, as amended and supplemented from time to time (the “Registered Stockholders”). The Registered Stockholders may, or may not, elect to sell their shares of Class A common stock covered by the prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the Nasdaq Capital Market. See the section titled “Plan of Distribution.” If the Registered Stockholders choose to sell their shares of Class A common stock, we will not receive any proceeds from the sale of shares of Class A common stock by the Registered Stockholders.

This prospectus supplement is being filed to update, amend, and supplement the information previously included in the prospectus with the information attached to this prospectus supplement. You should read this prospectus supplement together with the prospectus, which is to be delivered with this prospectus supplement.

Our Class A common stock is traded on the Nasdaq Capital Market under the symbol “AMPL.” On November 8, 2021, the last reported sale price of our Class A common stock on the Nasdaq Capital Market was $80.27 per share.

_____________________

See the section titled “Risk Factors” beginning on page 19 of the prospectus to read about factors you should consider before buying shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any other regulatory body or state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

​__________________________

The date of this prospectus supplement is November 9, 2021.

 

 


 

Table of Contents

 

 

 

Page

PART I.

FINANCIAL INFORMATION

6

Item 1.

Financial Statements (Unaudited)

6

 

Condensed Consolidated Balance Sheets

6

 

Condensed Consolidated Statements of Operations

7

 

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

8

 

Condensed Consolidated Statements of Cash Flows

10

 

Notes to Condensed Consolidated Financial Statements

11

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

37

Item 4.

Controls and Procedures

38

PART II.

OTHER INFORMATION

39

Item 1.

Legal Proceedings

39

Item 1A.

Risk Factors

39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

65

Item 3.

Defaults Upon Senior Securities

65

Item 4.

Mine Safety Disclosures

66

Item 5.

Other Information

66

 

 

2


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to statements about:

the effects of the coronavirus ("COVID-19") pandemic, including as a result of the recent Delta variant and any new strains or variants of the virus, on our business and the global economy generally;
our expectations regarding our revenue, expenses, and other operating results;
our ability to acquire new customers;
our ability to increase usage of our Digital Optimization System and upsell and cross sell additional products;
our ability to achieve or sustain our profitability;
future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;
the costs and success of our sales and marketing efforts, including our ability to grow and maintain our channel partners, and our ability to promote our brand;
our reliance on key personnel and our ability to identify, recruit and retain skilled personnel;
our ability to effectively manage our growth, including any international expansion;
our ability to protect our intellectual property rights and any costs associated therewith;
our ability to compete effectively with existing competitors and new market entrants; and
the increased expenses associated with being a public company.

 

 

3


 

We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations, estimates, forecasts, and projections about future events and trends that we believe may affect our business, results of operations, financial condition, and prospects. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors discussed in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made available. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q by these cautionary statements.

 

4


 

SUMMARY OF RISK FACTORS

 

Our business is subject to numerous risks and uncertainties, including those described in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q. The following is a summary of principal risks and uncertainties that could materially adversely affect our business, financial condition, and results of operations. This summary should be read in conjunction with the “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks and uncertainties facing our business.

We have a limited operating history and have been growing rapidly over the last several years, which makes it difficult to forecast our future results of operations and increases the risk of your investment.
We have a history of losses. As our costs increase, we may not be able to generate sufficient revenue to achieve and sustain profitability.
Our business depends on our current customers renewing their subscriptions and purchasing additional subscriptions from us, as well as attracting new customers. Any decline in our customer retention or expansion of our commercial relationships with existing customers or an inability to attract new customers would materially adversely affect our business, financial condition, and results of operations.
We expect fluctuations in our financial results, making it difficult to project future results. If we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline.
We expect to continue to focus on sales to larger organizations and may become more dependent on those relationships, which may increase the variability of our sales cycles and our results of operations.
We recognize revenue over the term of our customer contracts. Consequently, downturns or upturns in new sales may not be immediately reflected in our results of operations and may be difficult to discern.
Unfavorable conditions in our industry or the global economy, or reductions in information technology spending, could limit our ability to grow our business and materially adversely affect our business, financial condition, and results of operations.
If the market for SaaS applications develops more slowly than we expect or declines, our business would be adversely affected.
Our intellectual property rights may not protect our business or provide us with a competitive advantage, which could have a material adverse effect on our business, financial condition, and results of operations.
We are subject to government regulation, including import, export, economic sanctions, and anti-corruption laws and regulations, that may expose us to liability and increase our costs.
Complying with evolving privacy and other data-related laws as well as contractual and other requirements may be expensive and force us to make adverse changes to our business, and the failure or perceived failure to comply with such laws, contracts, and other requirements could result in adverse reputational and brand damage and significant fines and liability or otherwise materially adversely affect our business and growth prospects.
Our stock price may be volatile, and could decline significantly and rapidly.
Our principal stockholders have the ability to influence the outcome of director elections and other matters requiring stockholder approval.
The dual class structure of our common stock has the effect of concentrating voting control with our existing stockholders, executive officers, directors, and their affiliates, which limits your ability to influence the outcome of important transactions and to influence corporate governance matters, such as electing directors, and to approve material mergers, acquisitions, or other business combination transactions that may not be aligned with your interests.
None of our stockholders are party to any contractual lock-up agreement or other contractual restrictions on transfer. Sales of substantial amounts of our Class A common stock in the public markets, or the perception that sales might occur, could cause the trading price of our Class A common stock to decline.

 

5


 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

AMPLITUDE, INC.

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(unaudited)

 

 

 

As of
September 30,
2021

 

 

As of
December 31,
2020

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

317,763

 

 

$

117,783

 

Restricted cash, current

 

 

1,081

 

 

 

1,080

 

Accounts receivable, net of allowance for doubtful accounts of $63 and
   $162 as of September 30, 2021 and December 31, 2020, respectively

 

 

22,834

 

 

 

17,396

 

Prepaid expenses and other current assets

 

 

18,826

 

 

 

6,857

 

Deferred commissions, current

 

 

7,427

 

 

 

5,563

 

Total current assets

 

 

367,931

 

 

 

148,679

 

Property and equipment, net

 

 

3,886

 

 

 

2,673

 

Intangible assets, net

 

 

4,054

 

 

 

1,955

 

Goodwill

 

 

4,073

 

 

 

1,000

 

Restricted cash, noncurrent

 

 

850

 

 

 

 

Deferred commissions, noncurrent

 

 

18,683

 

 

 

13,877

 

Other noncurrent assets

 

 

10,424

 

 

 

6,898

 

Total assets

 

$

409,901

 

 

$

175,082

 

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND
   STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

3,218

 

 

$

4,417

 

Accrued expenses

 

 

24,836

 

 

 

8,110

 

Deferred revenue

 

 

71,457

 

 

 

40,797

 

Total current liabilities

 

 

99,511

 

 

 

53,324

 

Noncurrent liabilities

 

 

2,142

 

 

 

1,067

 

Total liabilities

 

 

101,653

 

 

 

54,391

 

Commitments and contingencies (Note 8)

 

 

 

 

 

 

Redeemable convertible preferred stock:

 

 

 

 

 

 

Redeemable convertible preferred stock, $0.00001 par value per share; zero and
   61,740 shares authorized as of September 30, 2021 and December 31, 2020,
   respectively; zero and 61,717 shares issued and outstanding as of September 30, 2021
   and December 31, 2020, respectively; aggregate liquidation preference of zero and
   $192,074 as of September 30, 2021 and December 31, 2020, respectively

 

 

 

 

 

187,811

 

Stockholders' equity (deficit):

 

 

 

 

 

 

Preferred stock, $0.00001 par value per share; 20,000 and zero shares authorized as
   of September 30, 2021 and December 31, 2020, respectively; zero shares issued
   and outstanding as of September 30, 2021 and December 31, 2020, respectively

 

 

 

 

 

 

Class A common stock, $0.00001 par value per share; 600,000 and zero shares authorized
   as of September 30, 2021 and December 31, 2020, respectively; 51,669 and zero shares
   issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

 

 

 

 

 

 

Class B common stock, $0.00001 par value per share; 600,000 and 118,600 shares
   authorized as of September 30, 2021 and December 31, 2020, respectively; 56,006 and
   27,924 shares issued and outstanding as of September 30, 2021 and December 31, 2020,
   respectively

 

 

1

 

 

 

 

Additional paid-in capital

 

 

466,152

 

 

 

37,704

 

Accumulated deficit

 

 

(157,905

)

 

 

(104,824

)

Total stockholders’ equity (deficit)

 

 

308,248

 

 

 

(67,120

)

Total liabilities, redeemable convertible preferred stock and stockholders’
   equity (deficit)

 

$

409,901

 

 

$

175,082

 

 

See accompanying notes to condensed consolidated financial statements.

6


 

AMPLITUDE, INC.

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

$

45,473

 

 

$

26,366

 

 

$

117,837

 

 

$

72,388

 

Cost of revenue

 

 

13,982

 

 

 

7,765

 

 

 

36,372

 

 

 

21,281

 

Gross profit

 

 

31,491

 

 

 

18,601

 

 

 

81,465

 

 

 

51,107

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

18,493

 

 

 

5,586

 

 

 

34,022

 

 

 

19,727

 

Sales and marketing

 

 

22,199

 

 

 

11,482

 

 

 

59,009

 

 

 

36,851

 

General and administrative

 

 

27,567

 

 

 

3,918

 

 

 

41,098

 

 

 

13,416

 

Total operating expenses

 

 

68,259

 

 

 

20,986

 

 

 

134,129

 

 

 

69,994

 

Other income (expense), net

 

 

123

 

 

 

18

 

 

 

143

 

 

 

245

 

Loss before provision for (benefit from) income taxes

 

 

(36,645

)

 

 

(2,367

)

 

 

(52,521

)

 

 

(18,642

)

Provision for (benefit from) income taxes

 

 

(86

)

 

 

207

 

 

 

560

 

 

 

555

 

Net loss

 

$

(36,559

)

 

$

(2,574

)

 

$

(53,081

)

 

$

(19,197

)

Net loss per share attributable to Class A and Class B common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

(0.93

)

 

 

(0.10

)

 

 

(1.64

)

 

 

(0.78

)

Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

39,301

 

 

 

25,147

 

 

 

32,362

 

 

 

24,750

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

7


 

AMPLITUDE, INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(In thousands)

(unaudited)

 

 

 

Redeemable convertible
preferred stock

 

 

Class A and Class B common stock

 

 

 

Additional
paid-in

 

 

 

Accumulated

 

 

 

Total
stockholders’

 

 

 

Shares

 

 

 

Amount

 

 

Shares

 

 

 

Amount

 

 

 

capital

 

 

 

deficit

 

 

 

equity (deficit)

 

Balance at December 31, 2019

 

 

56,480

 

 

 $

 

137,991

 

 

 

24,646

 

 

 $

 

-

 

 

 $

 

17,378

 

 

 $

 

(80,257

)

 

 $

 

(62,879

)

Issuance of redeemable convertible preferred stock, net of issuance costs of $0

 

 

23

 

 

 

 

200

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Stock-based compensation expense

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

1,091

 

 

 

 

-

 

 

 

 

1,091

 

Exercise of stock options

 

 

-

 

 

 

 

-

 

 

 

38

 

 

 

 

-

 

 

 

 

43

 

 

 

 

-

 

 

 

 

43

 

Vesting of early exercised stock options

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

7

 

 

 

 

-

 

 

 

 

7

 

Donation of common stock and repurchase of unvested stock options

 

 

-

 

 

 

 

-

 

 

 

(188

)

 

 

 

-

 

 

 

 

(2

)

 

 

 

-

 

 

 

 

(2

)

Net loss

 

 

-

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

(4,908

)

 

 

 

(4,908

)

Balance at March 31, 2020

 

 

56,503

 

 

 $

 

138,191

 

 

 

24,496

 

 

 $

 

-

 

 

 $

 

18,517

 

 

 $

 

(85,165

)

 

 $

 

(66,648

)

Issuance of redeemable convertible preferred stock, net of issuance costs of $169

 

 

5,214

 

 

 

 

49,620

 

 

 

-

 

 

 

 

-

 

 

 

 

 

 

 

 

-

 

 

 

 

-

 

Stock-based compensation expense

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

9,395

 

 

 

 

-

 

 

 

 

9,395

 

Exercise of stock options

 

 

-

 

 

 

 

-

 

 

 

812

 

 

 

 

-

 

 

 

 

1,020

 

 

 

 

-

 

 

 

 

1,020

 

Vesting of early exercised stock options

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

5

 

 

 

 

-

 

 

 

 

5

 

Donation of common stock and repurchase of unvested stock options

 

 

-

 

 

 

 

-

 

 

 

(182

)

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Net loss

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

(11,715

)

 

 

 

(11,715

)

Balance at June 30, 2020

 

 

61,717

 

 

 $

 

187,811

 

 

 

25,126

 

 

 $

 

-

 

 

 $

 

28,937

 

 

 $

 

(96,880

)

 

 $

 

(67,943

)

Stock-based compensation expense

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

1,437

 

 

 

 

-

 

 

 

 

1,437

 

Exercise of stock options

 

 

-

 

 

 

 

-

 

 

 

532

 

 

 

 

-

 

 

 

 

310

 

 

 

 

-

 

 

 

 

310

 

Vesting of early exercised stock options

 

 

-

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

 

75

 

 

 

 

-

 

 

 

 

75

 

Net loss

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

(2,574

)

 

 

 

(2,574

)

Balance at September 30, 2020

 

 

61,717

 

 

$

 

187,811

 

 

 

25,658

 

 

$

 

-

 

 

$

 

30,759

 

 

$

 

(99,454

)

 

$

 

(68,695

)

 

See accompanying notes to condensed consolidated financial statements.

 

8


 

AMPLITUDE, INC.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(In thousands)

(unaudited)

 

 

 

Redeemable convertible
preferred stock

 

 

Class A and Class B common stock

 

 

 

Additional
paid-in

 

 

 

Accumulated

 

 

 

Total
stockholders’

 

 

 

Shares

 

 

 

Amount

 

 

Shares

 

 

 

Amount

 

 

 

capital

 

 

 

deficit

 

 

 

equity (deficit)

 

Balance at December 31, 2020

 

 

61,717

 

 

 $

 

187,811

 

 

 

27,924

 

 

 $

 

-

 

 

 $

 

37,704

 

 

 $

 

(104,824

)

 

 $

 

(67,120

)

Stock-based compensation expense

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

2,628

 

 

 

 

-

 

 

 

 

2,628

 

Exercise of stock options

 

 

-

 

 

 

 

-

 

 

 

1,226

 

 

 

 

-

 

 

 

 

1,488

 

 

 

 

-

 

 

 

 

1,488

 

Vesting of early exercised stock options

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

179

 

 

 

 

-

 

 

 

 

179

 

Net loss

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

(6,439

)

 

 

 

(6,439

)

Balance at March 31, 2021

 

 

61,717

 

 

 $

 

187,811

 

 

 

29,150

 

 

 $

 

-

 

 

 $

 

41,999

 

 

 $

 

(111,263

)

 

 $

 

(69,264

)

Issuance of redeemable convertible preferred stock, net of issuance costs of $198

 

 

5,419

 

 

 

 

173,302

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Stock-based compensation expense

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

3,085

 

 

 

 

-

 

 

 

 

3,085

 

Exercise of stock options

 

 

-

 

 

 

 

-

 

 

 

1,690

 

 

 

 

-

 

 

 

 

2,691

 

 

 

 

-

 

 

 

 

2,691

 

Vesting of early exercised stock options

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

480

 

 

 

 

-

 

 

 

 

480

 

Issuance of common stock in connection with an acquisition

 

 

-

 

 

 

 

-

 

 

 

1,070

 

 

 

 

-

 

 

 

 

7,402

 

 

 

 

-

 

 

 

 

7,402

 

Net loss

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

(10,083

)

 

 

 

(10,083

)

Balance at June 30, 2021

 

 

67,136

 

 

 $

 

361,113

 

 

 

31,910

 

 

 $

 

-

 

 

 $

 

55,657

 

 

 $

 

(121,346

)

 

 $

 

(65,689

)

Issuance of redeemable convertible preferred stock, net of issuance costs of $0

 

 

828

 

 

 

 

26,500

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Conversion of redeemable convertible preferred stock to common stock upon direct listing

 

 

(67,964

)

 

 

 

(387,613

)

 

 

67,964

 

 

 

 

1

 

 

 

 

387,612

 

 

 

 

-

 

 

 

 

387,613

 

Stock-based compensation expense

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

14,613

 

 

 

 

-

 

 

 

 

14,613

 

Exercise of stock options

 

 

-

 

 

 

 

-

 

 

 

5,221

 

 

 

 

-

 

 

 

 

7,758

 

 

 

 

-

 

 

 

 

7,758

 

Vesting of restricted stock units

 

 

-

 

 

 

 

-

 

 

 

2,580

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

Vesting of early exercised stock options

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

512

 

 

 

 

-

 

 

 

 

512

 

Net loss

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

(36,559

)

 

 

 

(36,559

)

Balance at September 30, 2021

 

 

-

 

 

$

 

-

 

 

 

107,675

 

 

$

 

1

 

 

$

 

466,152

 

 

$

 

(157,905

)

 

$

 

308,248

 

 

See accompanying notes to condensed consolidated financial statements.

 

9


 

AMPLITUDE, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(53,081

)

 

$

(19,197

)

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

 

 

 

 

 

 

Depreciation and amortization

 

 

2,210

 

 

 

1,141

 

Stock-based compensation expense

 

 

20,137

 

 

 

11,923

 

Allowance for doubtful accounts, net of recoveries

 

 

(34

)

 

 

126

 

Other

 

 

(377

)

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(5,389

)

 

 

(3,886

)

Prepaid expenses and other current assets

 

 

(11,931

)

 

 

1,634

 

Deferred commissions

 

 

(6,671

)

 

 

(3,788

)

Other noncurrent assets

 

 

(3,526

)

 

 

(2,227

)

Accounts payable

 

 

(1,200

)

 

 

357

 

Accrued expenses

 

 

7,546

 

 

 

(140

)

Deferred revenue

 

 

30,633

 

 

 

6,531

 

Noncurrent liabilities

 

 

1,074

 

 

 

125

 

Net cash used in operating activities

 

 

(20,609

)

 

 

(7,401

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(957

)

 

 

(478

)

Cash paid for acquisitions, net of cash acquired

 

 

1,724

 

 

 

(3,700

)

Capitalization of internal-use software costs

 

 

(1,125

)

 

 

(924

)

Net cash used in investing activities

 

 

(358

)

 

 

(5,102

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from issuance of redeemable convertible preferred stock, net

 

 

199,802

 

 

 

49,820

 

Proceeds from the exercise of stock options

 

 

16,634

 

 

 

1,374

 

Cash received for tax withholding obligations on equity award settlements

 

 

106,919

 

 

 

401

 

Cash paid for tax withholding obligations on equity award settlements

 

 

(101,556

)

 

 

(401

)

Repurchase of unvested stock options

 

 

(1

)

 

 

(2

)

Net cash provided by financing activities

 

 

221,798

 

 

 

51,192

 

Net increase in cash, cash equivalents, and restricted cash

 

 

200,831

 

 

 

38,689

 

Cash, cash equivalents, and restricted cash at beginning of the period

 

 

118,863

 

 

 

80,918

 

Cash, cash equivalents, and restricted cash at end of the period

 

$

319,694

 

 

$

119,607

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

170

 

 

$

134

 

Non-cash investing and financing activities:

 

 

 

 

 

 

Purchases of property and equipment included in liabilities

 

$

-

 

 

$

87

 

Vesting of early exercised options

 

$

1,171

 

 

$

87

 

 

See accompanying notes to condensed consolidated financial statements.

 

10


 

AMPLITUDE, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

(1)
Summary of Business and Significant Accounting Policies

Description of Business

Amplitude, Inc. (the “Company”) was incorporated in the state of Delaware in 2011 and is headquartered in San Francisco, California. The Company provides a Digital Optimization System that helps companies analyze their customer behavior within digital products. The Company also offers customer support related to initial implementation setup, ongoing support services, and application training.

Segment Information

The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. Long-lived assets outside of the United States are immaterial. For information regarding the Company’s revenue by geographic area, see Note 2 below.

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP" or "GAAP") and include the accounts of Amplitude, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The reporting currency of the Company is the United States dollar. The functional currency of the Company’s foreign subsidiaries is also the United States dollar.

The unaudited condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP on an annual reporting basis. In management's opinion, the unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheet, statements of operations, statements of redeemable convertible preferred stock and stockholders' equity (deficit), and statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s final prospectus related to the direct listing of the Company’s Class A common stock on the Nasdaq Capital Market (the “Direct Listing”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on September 28, 2021.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period condensed consolidated financial statements.

Direct Listing

On September 21, 2021, the Company’s registration statement related to the Direct Listing (the "Registration Statement") was declared effective by the SEC, and on September 28, 2021, the Direct Listing was completed and the Company’s Class A common stock commenced trading. The Company incurred fees related to financial advisory service, audit, and legal expenses in connection with the Direct Listing and recorded general and administrative expenses of $16.1 million and $18.2 million for the three and nine months ended September 30, 2021, respectively.

Prior to the Direct Listing, on August 30, 2021, an amended and restated certificate of incorporation of the Company was filed with the Secretary of State of the State of Delaware, which resulted in the creation of Class A common stock and Class B common stock. All existing shares of common stock issued and outstanding were reclassified into shares of Class B common stock.

Upon the effectiveness of the Registration Statement, all 68.0 million outstanding shares of redeemable convertible preferred stock were converted into an equivalent number of shares of Class B common stock.

On September 21, 2021, an amended and restated certificate of incorporation of the Company was filed with the Secretary of State of the State of Delaware, authorizing an aggregate of 1,220,000,000 shares of capital stock of the Company, including 600,000,000 shares of Class A common stock, 600,000,000 shares of Class B common stock, and 20,000,000 shares of preferred stock.

11


 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the financial statements and may involve subjective or significant judgment by the Company; therefore, actual results could differ from the Company’s estimates. Items subject to such estimates and assumptions include, but are not limited to the:

expected period of benefit for deferred commissions;
useful lives of long-lived assets;
valuation of the Company’s common stock and stock-based awards;
valuation of goodwill and intangible assets; and
the recognition, measurement, and valuation of deferred tax assets and income tax uncertainties.