The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"). As discussed in the section titled "Special Note Regarding Forward-Looking Statements," the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled "Risk Factors" included under Part II, Item 1A below. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Unless the context otherwise requires, all references in this report to "Amplitude," the "Company," "we," "our," "us," or similar terms refer to Amplitude, Inc. and its subsidiaries.

Overview

We have built the first unified system that empowers teams to understand how digital products drive their business, thereby unleashing the full potential of product-led growth for businesses of every size, industry, and stage in their digital maturity. Our Digital Optimization System brings an entirely new depth of customer understanding with the speed of action to optimize digital experiences in the moment. We power the teams behind many of the most-beloved digital products to make the right bets, drive innovation, and maximize business outcomes.

At the core of our Digital Optimization System is our Behavioral Graph, a proprietary, purpose-built behavioral database that is the largest of its kind. Our Behavioral Graph instantly finds patterns, makes recommendations, and connects customer actions along their journeys to outcomes that drive engagement, growth, and loyalty. We have architected our Behavioral Graph to power numerous products linking data to insight to action, beginning first with our product analytics solution. G2 ranked Amplitude as the #3 best software product overall and #5 best enterprise product in their 2022 Best Software Awards. The G2 Summer 2022 Report also ranked Amplitude as the #1 product analytics solution for the eighth quarter in a row, #1 in mobile analytics for the third quarter in a row, and #3 in digital analytics for the sixth quarter in a row. We have since expanded our Digital Optimization System to include products that enable cross-functional teams to personalize the digital product experiences of their customers, including our Recommend and Experiment offerings, which were both released in 2021.

We have experienced significant growth in recent years driven by the rapid adoption of our Digital Optimization System by our diversified base of more than 1,800 paying customers globally. Our customers span across industries and sizes, from the leading digital innovators to those looking to transform and adapt their business in the new digital age.

Key Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations.

Customer Acquisition and Expansion

We believe that our Digital Optimization System can help businesses across industries, company size, and stages of digital maturity drive better business outcomes through optimizing the digital product experience of their customers. We are focused on continuing to acquire new customers and expanding our relationships with our existing installed base to support our long-term growth. We have invested, and expect to continue to invest, in our sales and marketing efforts to drive customer acquisition.

As of June 30, 2022 and 2021, we had 1,836 and 1,280 paying customers, respectively, representing an increase of 43% year-over-year. Our relationship with some of the world's most beloved product-led companies has resulted in increased brand credibility and access to many attractive growth opportunities.

We have been successful at efficiently growing our customer spend over time as evidenced by our dollar-based net retention rates. As of June 30, 2022 and 2021, our dollar-based net retention rate was 126% and 119%, respectively, for paying customers. We continue to increase the number of customers who have entered and grown into larger subscriptions with us.



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Investments in Platform

We believe that our customers will demand additional features and capabilities beyond our current platform offerings to assist them in optimizing their digital products. We have a history of, and will continue to invest significantly in, developing and delivering innovative products, features, and functionality targeted at our core customer base. In addition, we may choose to add new products and offerings or enhance our platform capabilities through acquisitions. In 2020, we acquired ClearBrain to bolster our predictive analytics capabilities, and in 2021, we acquired Iteratively, a software company that bolsters our ability to empower developers to more quickly, easily, and accurately instrument data into our platform. Going forward, we may pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform, and/or expand our product offerings in our core markets.

Investing for Growth

Our investment for growth encompasses multiple critical areas, including product expansion, our sales force, sales support, partner ecosystem, and our international presence. We continue to evolve our technology to ensure that we are best serving our customers' needs. We believe this will lead to continued increased retention and positive customer referrals that will continue to generate expansion opportunities within our existing installed base and from new customers. We plan to continue to invest in our research and development organization to maintain and strengthen our market leadership position, and we believe that attracting the best engineering talent will continue to be critical to our long-term success. As we continue to invest in our platform, we expect our research and development expenses to continue to increase in dollar amount, and although we believe these expenses as a percentage of revenue will decrease over the longer term, we expect that these expenses as a percentage of revenue will increase in the short term as we invest in product innovation.

We will continue to invest in expanding our sales force and associated sales support to pursue attractive growth opportunities and ensure customer success, particularly with larger enterprises where we have experienced significant traction to date. We also plan to invest in our channel partners, such as independent software vendors, and resellers, to extend our reach faster than we could do on our own. As we continue to invest in our sales efforts, we expect our sales and marketing expenses to continue to increase in dollar amount, and although we believe these expenses as a percentage of revenue will decrease over the longer term, we expect these expenses as a percentage of revenue will increase in the short term as we invest in sales growth.

Finally, we see opportunities to expand offices and headcount internationally to better service targeted international markets where we believe we have significant opportunity to accelerate existing traction and success. For the three and six months ended June 30, 2022, 39% and 38% of our revenue was generated outside the United States, respectively. As we seek to expand our business globally, we may be adversely affected by global economic and political instability. For example, as a result of the Russia-Ukraine conflict, we terminated certain relationships with customers in Russia and some of the businesses of our customers in the impacted regions have experienced disruptions that have affected their ability to pay for our services. See "Risk Factors-Risks Related to Our Business and Industry-Our operations are international in scope, and we plan further geographical expansion, creating a variety of operational challenges."



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Key Business Metrics

We review a number of operating and financial metrics, including the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. We are not aware of any uniform standards for calculating these key metrics, which may hinder comparability with other companies who may calculate similarly-titled metrics in a different way.



                                    As of June 30,
                                   2022        2021       YoY Growth
Paying Customers                    1,836       1,280        43%

Dollar-Based Net Retention Rate 126 % 119 %






Paying Customers

We believe our ability to grow the number of paying customers on our platform provides a key indicator of the demand for our platform, growth of our business, and our future business opportunities. Increasing awareness of our platform and its broad range of capabilities, coupled with the mainstream adoption of cloud-based technology, has expanded the diversity of our customer base to include organizations of different sizes across virtually all industries.

For purposes of customer count, a customer is defined as an entity that has a unique Dunn & Bradstreet Global Ultimate ("GULT") Data Universal Numbering System ("DUNS") number and an active subscription contract as of the measurement date. The DUNS number is a global standard for business identification and tracking. We make exceptions for holding companies, government entities, and other organizations for which the GULT, in our judgment, does not accurately represent the Amplitude customer or the DUNS does not exist.

Dollar-Based Net Retention Rate

We calculate our dollar-based net retention rate to measure our ability to retain and expand Annual Recurring Revenue ("ARR") from our customers and believe it is an indicator of the value our platform delivers to customers and our future business opportunities. Our dollar-based net retention rate compares our ARR from the same set of customers across comparable periods and reflects customer renewals, expansion, contraction, and attrition. We define ARR as the annual recurring revenue of subscription agreements at a point in time based on the terms of customers' contracts. ARR should be viewed independently of revenue, and does not represent our U.S. GAAP revenue on an annualized basis, as it is an operating metric that can be impacted by contract start and end dates and renewal rates. ARR is not intended to be a replacement for or forecast of revenue.

We calculate dollar-based net retention rate as of a period-end by starting with the ARR from the cohort of all customers as of 12 months prior to such period-end (the "Prior Period ARR"). We then calculate the ARR from these same customers as of the current period-end (the "Current Period ARR"). Current Period ARR includes any expansion and is net of contraction or attrition over the last 12 months, but excludes ARR from new customers as well as any overage charges in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the point-in-time dollar-based net retention rate. We then calculate the weighted average of the trailing 12-month point-in-time dollar-based net retention rates, to arrive at the dollar-based net retention rate.

Response to COVID-19

The COVID-19 pandemic has had an adverse effect on the global economy, including the businesses of many of our customers and prospective customers and did, in the early stages of the pandemic, result in increased attrition from our smaller customers and those customers in the most impacted industries such as travel and entertainment. Overall, however, the COVID-19 pandemic has resulted in favorable trends for our business and the businesses of those customers who have been able to leverage digital optimization of their products as sales increasingly shifted online.

Although we believe the COVID-19 pandemic has largely resulted in favorable trends for our business to date, we have experienced business disruptions, including requiring us to manage a significant majority of our workforce remotely and restrictions on our ability to travel to customers. Moreover, our existing and prospective customers have experienced and may continue to experience slowdowns in their businesses, including due to ongoing worldwide supply chain disruptions, which in turn has and may result in reduced demand for our platform, lengthening of sales cycles, loss of customers, and difficulties in collections. In addition, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which could limit our or our customers' ability to access capital on favorable terms or at all. The ongoing impact of the pandemic on our future business, financial condition, and results of operations depends on the pandemic's duration and severity, which are difficult to assess or predict.



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See "Risk Factors" included under Part II, Item 1A of this Quarterly Report on Form 10-Q for further discussion of the impact of the COVID-19 pandemic on our business.

Non-GAAP Financial Measures

The following table presents certain non-GAAP financial measures, along with the most directly comparable U.S. GAAP measure, for each period presented below. In addition to our results determined in accordance with U.S. GAAP, we believe these non-GAAP financial measures are useful in evaluating our operating performance. See below for a description of the non-GAAP financial measures and their limitations as an analytical tool. A reconciliation is also provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP.



                                       Three Months Ended                Six Months Ended
                                            June 30,                         June 30,
                                     2022             2021             2022            2021
                                               (in thousands, except percentages)
Gross Profit                      $   41,070      $     27,119      $   78,072      $    49,974
Non-GAAP Gross Profit             $   43,233      $     27,795      $   81,646      $    51,108

Gross Margin                              71 %              69 %            70 %             69 %
Non-GAAP Gross Margin                     74 %              71 %            73 %             71 %

Loss from Operations              $  (24,583 )    $     (9,747 )    $  (46,574 )    $   (15,896 )

Non-GAAP Loss from Operations $ (8,999 ) $ (4,146 ) $ (16,725 ) $ (7,392 )



Loss from Operations Margin              (42 )%            (25 )%          (42 )%           (22 )%
Non-GAAP Loss from Operations
Margin                                   (15 )%            (11 )%          (15 )%           (10 )%

Net Cash Provided by (Used in)
Operating Activities              $   10,642      $     (5,061 )    $    2,353      $    (5,523 )
Free Cash Flow                    $    8,161      $     (5,816 )    $   (1,435 )    $    (6,909 )

Net Cash Provided by (Used in)
Operating Activities Margin               18 %             (13 )%            2 %             (8 )%
Free Cash Flow Margin                     14 %             (15 )%           (1 )%           (10 )%


Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Loss from Operations, and Non-GAAP Loss from Operations Margin

We define non-GAAP gross profit and non-GAAP gross margin as U.S. GAAP gross profit and U.S. GAAP gross margin, respectively, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, and non-recurring costs, such as Direct Listing costs. Non-GAAP gross margin is calculated as non-GAAP gross profit divided by total revenue.

We define non-GAAP loss from operations and non-GAAP loss from operations margin as U.S. GAAP loss from operations and U.S. GAAP loss from operations margin, respectively, excluding stock-based compensation expense and related employer payroll taxes, amortization of acquired intangible assets, and non-recurring costs, such as Direct Listing costs. Non-GAAP loss from operations margin is calculated as non-GAAP loss from operations divided by total revenue.

We exclude stock-based compensation expense and related employer payroll taxes, which is a non-cash expense, from certain of our non-GAAP financial measures because we believe that excluding this item provides meaningful supplemental information regarding operational performance. We exclude amortization of intangible assets, which is a non-cash expense, related to business combinations from certain of our non-GAAP financial measures because such expenses are related to business combinations and have no direct correlation to the operation of our business. Although we exclude these expenses from certain non-GAAP financial measures, the revenue from acquired companies subsequent to the date of acquisition is reflected in these measures and the acquired intangible assets contribute to our revenue generation. We exclude non-recurring costs from certain of our non-GAAP financial measures because such expenses do not repeat period over period and are not reflective of the ongoing operation of our business.



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We use non-GAAP gross margin and non-GAAP loss from operations margin in conjunction with traditional U.S. GAAP measures to evaluate our financial performance. We believe that non-GAAP gross margin and non-GAAP loss from operations margin provide our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations.

Free Cash Flow and Free Cash Flow Margin

We define free cash flow as net cash used in operating activities, less cash used for purchases of property and equipment and capitalized internal-use software costs. Free cash flow margin is calculated as free cash flow divided by total revenue. We believe that free cash flow and free cash flow margin are useful indicators of liquidity that provide information to management and investors, even if negative, about the amount of cash used in our operations other than that used for investments in property and equipment and capitalized internal-use software costs.

Limitations and Reconciliations of Non-GAAP Financial Measures

Non-GAAP financial measures are presented for supplemental informational purposes only. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under U.S. GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under U.S. GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. In addition, free cash flow does not reflect our future contractual commitments and the total increase or decrease of our cash balance for a given period. All of these limitations could reduce the usefulness of these non-GAAP financial measures as analytical tools. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable U.S. GAAP financial measures and to not rely on any single financial measure to evaluate our business.

The following tables reconcile the most directly comparable U.S. GAAP financial measure to each of these non-GAAP financial measures.

Non-GAAP Gross Profit and Gross Margin



                                            Three Months Ended          Six Months Ended
                                                 June 30,                   June 30,
                                             2022          2021         2022         2021
                                                 (in thousands, except percentages)
Gross profit                              $   41,070     $ 27,119     $ 78,072     $ 49,974
     Add:

Stock-based compensation expense(1) $ 1,669 $ 247 $ 2,591 $ 483 Acquired intangible assets amortization $ 494 $ 429 $ 983 $ 651 Non-GAAP Gross Profit

$   43,233     $ 27,795     $ 81,646     $ 51,108
Non-GAAP Gross Margin                             74 %         71 %         73 %         71 %


(1)

Stock-based compensation expense-related charges include employer payroll tax-related expenses on employee stock transactions.

Non-GAAP Loss From Operations and Loss From Operations Margin



                                       Three Months Ended                Six Months Ended
                                            June 30,                         June 30,
                                     2022             2021             2022            2021
                                               (in thousands, except percentages)
Loss from operations              $  (24,583 )    $     (9,747 )    $  (46,574 )    $   (15,896 )
     Add:
Stock-based compensation
expense(1)                        $   15,090      $      3,086      $   28,866      $     5,714
Acquired intangible assets
amortization                      $      494      $        429      $      983      $       651
Direct listing expenses           $        -      $      2,086      $        -      $     2,139
Non-GAAP Loss from Operations     $   (8,999 )    $     (4,146 )    $  (16,725 )    $    (7,392 )
Non-GAAP Loss from Operations
Margin                                   (15 )%            (11 )%          (15 )%           (10 )%




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(1)

Stock-based compensation expense-related charges include employer payroll tax-related expenses on employee stock transactions.

Free Cash Flow and Free Cash Flow Margin



                                       Three Months Ended                Six Months Ended
                                            June 30,                         June 30,
                                     2022             2021             2022            2021
                                               (in thousands, except percentages)
Net cash provided by (used in)
investing activities              $    (2,481 )   $        970      $   (3,788 )    $       339
Net cash provided by financing
activities                              1,442          177,295           4,015          179,313
Net cash provided by (used in)
operating activities                   10,642           (5,061 )         2,353           (5,523 )

Less:


Purchase of property and
equipment                         $    (1,812 )   $       (405 )    $   (2,525 )    $      (655 )
Capitalization of internal-use
software costs                    $      (669 )   $       (350 )    $   (1,263 )    $      (731 )
Free Cash Flow                    $     8,161     $     (5,816 )    $   (1,435 )    $    (6,909 )
Free Cash Flow Margin                      14 %            (15 )%           (1 )%           (10 )%

Components of Results of Operations

Revenue

We generate revenue primarily from sales of subscription services for customers to access our platform. Revenue is driven primarily by the number of paying customers and the level of subscription plan. We generally recognize revenue ratably over the related contractual term beginning on the date that the platform is made available to a customer. Revenue from professional services have primarily been attributed to implementation and training services. We recognize professional services revenue as services are delivered.

Cost of Revenue

Cost of revenue consists primarily of the cost of providing our platform to our customers and consists of third-party hosting fees, personnel-related expenses for our operations and support personnel, and amortization of our capitalized internal-use software and acquired developed software. As we acquire new customers and existing customers increase their use of our platform, we expect that our cost of revenue will continue to increase in dollar amount.

Gross Profit and Gross Margin

Gross profit, or revenue less cost of revenue, and gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by various factors, including the timing of our acquisition of new customers, renewals of, and follow-on sales to, existing customers, costs associated with operating our platform, and the extent to which we expand our operations and customer support organizations. In the long term, we expect our gross profit to increase in dollar amount and our gross margin to improve as we optimize our system performance and leverage ingested data for new products.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel-related expenses are the most significant component of operating expenses and consist of salaries, benefits, stock-based compensation expense, and, in the case of sales and marketing expenses, sales commissions. Operating expenses also include an allocation of overhead costs for facilities and shared IT-related expenses. As we continue to invest in our business, we expect our operating expenses to continue to increase in dollar amount, and although we believe our operating expenses as a percentage of revenue will decrease over the longer term, we expect operating expenses as a percentage of revenue will increase in the short term as we invest in product innovation and sales growth and incur additional professional services and compliance costs as we operate as a public company.



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Research and Development

Research and development expenses consist primarily of personnel-related expenses. These expenses also include product design costs prior to the application development stage, third-party services and consulting expenses, software subscriptions, and allocated overhead costs for overhead used in research and development activities. A substantial portion of our research and development efforts are focused on enhancing our software, including researching ways to add new features and functionality to our platform. We anticipate continuing to invest in innovation and technology development, and as a result, we expect research and development expenses to continue to increase in dollar amount but to decrease as a percentage of revenue over the longer term, although the percentage may fluctuate from quarter to quarter depending on the extent and timing of product development initiatives. In the short term, we expect research and development costs to increase as a percentage of revenue as we invest in product innovation. We also anticipate additional stock-based compensation expense in future periods due to planned increases in headcount and associated new hire grants.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related expenses and expenses for performance marketing and lead generation, and brand marketing. These expenses also include allocated overhead costs and travel-related expenses. Sales commissions earned by our sales force that are considered incremental and recoverable costs of obtaining a subscription with a customer are deferred and amortized on a straight-line basis over the expected period of benefit of five years.

We continue to make investments in our sales and marketing organization, and we expect sales and marketing expenses to remain our largest operating expense in dollar amount. We expect our sales and marketing expenses to continue to increase in dollar amount but to decrease as a percentage of revenue over the longer term, although the percentage may fluctuate from quarter to quarter depending on the extent and timing of our marketing initiatives. In the short term, we expect sales and marketing costs to increase as a percentage of revenue as we invest in product sales growth. We also anticipate additional stock-based compensation expense in future periods due to planned increases in headcount and associated new hire grants.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses for our finance, human resources, information technology, and legal organizations. These expenses also include non-personnel costs, such as outside legal, accounting, and other professional fees, software subscriptions, as well as certain tax, license, and insurance-related expenses, and allocated overhead costs.

We have also incurred certain expenses as part of operating as a publicly-traded company, including professional fees and other expenses. We expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on the Nasdaq Capital Market LLC and costs related to compliance and reporting obligations pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, as a public company, we incur additional costs associated with accounting, compliance, insurance, and investor relations. As a result, we expect our general and administrative expenses to continue to increase in dollar amount for the foreseeable future but to generally decrease as a percentage of our revenue over the longer term, although the percentage may fluctuate from period to period depending on the timing and amount of our general and administrative expenses, including in the short term as we expect to incur increased compliance and professional service costs. We also anticipate additional stock-based compensation expense in future periods due to planned increases in headcount and associated new hire grants.

Other Income, Net

Other income, net consists primarily of interest income on our cash holdings offset by foreign currency transaction gains and losses.

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business. To date, we have not recorded any U.S. federal income tax expense, and our state and foreign income tax expenses have not been material. We have recorded deferred tax assets for U.S. federal income taxes for which we provide a full valuation allowance. These deferred tax assets primarily include net operating loss carryforwards of $415.8 million and tax credit carryforwards of $5.4 million, net of reserves as of December 31, 2021, which begin expiring in 2032 and 2033, respectively. We expect to maintain this full valuation allowance in U.S. jurisdictions for the foreseeable future as it is not more likely than not the deferred tax assets will be realized based on our history of losses.



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Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our revenue for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.



                                      Three Months Ended               Six Months Ended
                                           June 30,                        June 30,
                                     2022            2021            2022           2021
                                                        (in thousands)
Revenue                           $   58,130     $     39,254     $  111,195     $    72,364
Cost of revenue(1)                    17,060           12,135         33,123          22,390
Gross profit                          41,070           27,119         78,072          49,974
Operating expenses:
Research and development(1)           20,306            8,544         36,807          15,529
Sales and marketing(1)                34,135           20,040         62,265          36,810
General and administrative(1)         11,212            8,282         25,574          13,531
      Total operating expenses        65,653           36,866        124,646          65,870
Loss from operations                 (24,583 )         (9,747 )      (46,574 )       (15,896 )
Other income, net                        293               32            379              20
   Loss before provision for
income taxes                         (24,290 )         (9,715 )      (46,195 )       (15,876 )
Provision for income taxes               278              368            593             646
Net loss                          $  (24,568 )   $    (10,083 )   $  (46,788 )   $   (16,522 )



(1)

Amounts include stock-based compensation expense as follows:



                                           Three Months Ended          Six Months Ended
                                                June 30,                   June 30,
                                            2022          2021         2022         2021
                                                          (in thousands)
Cost of revenue                          $     1,669     $   247     $   2,592     $   483
Research and development                       7,383       1,154        11,667       2,063
Sales and marketing                            3,206         866         6,445       1,689
General and administrative                     2,578         752         7,635       1,361

Total stock-based compensation expense $ 14,836 $ 3,019 $ 28,339 $ 5,596




The following table sets forth the components of our condensed consolidated
statements of operations data, for each of the periods presented, as a
percentage of revenue.

                                        Three Months Ended       Six Months Ended
                                             June 30,                June 30,
                                        2022         2021        2022        2021
Revenue                                 100%         100%        100%        100%
Cost of revenue                          29%          31%        30%         31%
Gross margin                             71%          69%        70%         69%
Operating expenses:
Research and development                 35%          22%        33%         21%
Sales and marketing                      59%          51%        56%         51%
General and administrative               19%          21%        23%         19%

Total operating expenses 113% 94% 112% 91% Loss from operations

                    (42)%        (25)%      (42)%       (22)%
Other income, net                        1%            *          *           *

Loss before provision for income


   taxes                                (42)%        (25)%      (42)%       (22)%
Provision for income taxes                *           1%          1%          1%
Net loss                                (42)%        (26)%      (42)%       (23)%




* Less than 1%

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Note: Certain figures may not sum due to rounding



Comparison of Three Months Ended June 30, 2022 to Three Months Ended June 30,
2021

Revenue

            Three Months Ended
                 June 30,
             2022          2021       $ Change      % Change
                  (in thousands, except percentages)
Revenue   $   58,130     $ 39,254     $  18,876       48%


Revenue increased $18.9 million, or 48%, during the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The increase in revenue was primarily due to growth of our paying customer base of 43% and revenue generated from our existing paying customers as reflected by our dollar-based net retention of 126% as of June 30, 2022.

Cost of Revenue and Gross Margin



                    Three Months Ended
                         June 30,
                     2022          2021        $ Change      % Change
                          (in thousands, except percentages)
Cost of revenue   $   17,060     $ 12,135     $    4,925       41%
Gross margin              71 %         69 %      N/A           N/A


Cost of revenue increased $4.9 million, or 41%, during the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The increase was primarily due to an increase of $2.6 million in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs, and $2.2 million in third-party hosting costs as we increased capacity to support paying customer usage and growth of our paying customer base.

Our gross margin increased during the three months ended June 30, 2022 compared to the three months ended June 30, 2021 mainly due to a decrease in our third-party hosting costs as a percentage of revenue.



Operating Expenses

                               Three Months Ended
                                    June 30,
                                2022          2021       $ Change      % Change
                                     (in thousands, except percentages)
Research and development     $   20,306     $  8,544     $  11,762       138%
Sales and marketing              34,135       20,040        14,095       70%
General and administrative       11,212        8,282         2,930       35%
Total operating expenses     $   65,653     $ 36,866     $  28,787       78%


Research and Development

Research and development expenses increased $11.8 million, or 138%, during the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The increase was primarily due to an increase of $6.3 million in stock-based compensation expenses and related payroll taxes as a result of increased headcount, increased value of stock-based awards, and additional expense due to the satisfaction of the performance-based vesting condition of certain equity awards in connection with the Direct Listing. This increase was also attributable to $4.8 million in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs.



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Sales and Marketing

Sales and marketing expenses increased $14.1 million, or 70%, during the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The increase was primarily due to an increase of $6.8 million in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs. This increase was also attributable to an increase of $4.2 million related to expenses to support our marketing, lead generation, and advertising programs, including our hosting of Amplify, our in-person and virtual product and growth conference. An increase of $0.6 million of travel and entertainment expenses was also primarily attributable to our Amplify conference. An increase of $2.4 million in stock-based compensation expenses and related payroll taxes as a result of increased headcount, increased value of stock-based awards, and additional expense due to the satisfaction of the performance-based vesting condition of certain equity awards in connection with the Direct Listing also contributed to the increase.

General and Administrative

General and administrative expenses increased $2.9 million, or 35%, during the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The increase was primarily attributable to $1.8 million in stock-based compensation expenses and related payroll taxes as a result of increased headcount, increased value of stock-based awards, and additional expense due to the satisfaction of the performance-based vesting condition of certain equity awards in connection with the Direct Listing. This increase was also attributable to $1.3 million in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs, an increase in corporate expenses of $0.9 million, primarily related to increased insurance costs, and an increase in subscription software costs of $0.7 million. The increases were partially offset by a $1.9 million decrease in professional services attributable to increased fees incurred in the comparative period related to the Direct Listing.

Other Income, net



                      Three Months Ended
                           June 30,
                      2022           2021       $ Change      % Change
                            (in thousands, except percentages)
Other income, net   $     293       $    32     $     261        *




* Not meaningful

Other income, net increased $0.3 million during the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The increase was primarily related to a $0.2 million increase in interest income resulting from higher interest rates and a higher average cash and cash equivalents balance during the three months ended June 30, 2022 compared to the three months ended June 30, 2021.



Provision for Income Taxes

                                Three Months Ended
                                     June 30,
                               2022            2021        $ Change      % Change
                                      (in thousands, except percentages)
Provision for income taxes   $     278       $     368     $     (90 )    (24)%



Provision for income taxes decreased $0.09 million, or 24%, during the three months ended June 30, 2022 compared to the three months ended June 30, 2021, primarily due to decreased foreign taxes resulting from a decrease in foreign deferred tax balance changes during the three months ended June 30, 2022 compared to the three months ended June 30, 2021.



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Comparison of Six Months Ended June 30, 2022 to Six Months Ended June 30, 2021



Revenue

             Six Months Ended
                 June 30,
            2022          2021       $ Change      % Change
                 (in thousands, except percentages)
Revenue   $ 111,195     $ 72,364     $  38,831       54%


Revenue increased $38.8 million, or 54%, during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase in revenue was primarily due to growth of our paying customer base of 43% and revenue generated from our existing paying customers as reflected by our dollar-based net retention of 126% as of June 30, 2022.

Cost of Revenue and Gross Margin



                    Six Months Ended
                        June 30,
                    2022         2021       $ Change      % Change
                         (in thousands, except percentages)
Cost of revenue   $ 33,123     $ 22,390     $  10,733       48%
Gross margin            70 %         69 %      N/A          N/A


Cost of revenue increased $10.7 million, or 48%, during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase was primarily due to an increase of $5.4 million in third-party hosting costs as we increased capacity to support paying customer usage and growth of our paying customer base and $4.8 million in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs.

Our gross margin increased during the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily due to a decrease in our third-party hosting costs as a percentage of revenue.



Operating Expenses

                                Six Months Ended
                                    June 30,
                               2022          2021       $ Change      % Change
                                    (in thousands, except percentages)
Research and development     $  36,807     $ 15,529     $  21,278       137%
Sales and marketing             62,265       36,810        25,455       69%
General and administrative      25,574       13,531        12,043       89%
Total operating expenses     $ 124,646     $ 65,870     $  58,776       89%


Research and Development

Research and development expenses increased $21.3 million, or 137%, during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. This increase was primarily attributable to $10.5 million in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs. The increase was also attributable to an increase of $9.9 million in stock-based compensation expenses and related payroll taxes as a result of increased headcount, increased value of stock-based awards, and additional expense due to the satisfaction of the performance-based vesting condition of certain equity awards in connection with the Direct Listing.



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Sales and Marketing

Sales and marketing expenses increased $25.5 million, or 69%, during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase was primarily due to an increase of $14.8 million in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs. An increase of $5.0 million related to expenses to support our marketing, lead generation and advertising programs, including our hosting of Amplify, our in-person and virtual product and growth conference contributed to the overall increase. An increase of $0.8 million of travel and entertainment expenses was also primarily related to our Amplify conference. This increase was also attributable to $4.8 million in stock-based compensation expenses and related payroll taxes as a result of increased headcount, increased value of stock-based awards, and additional expense due to the satisfaction of the performance-based vesting condition of certain equity awards in connection with the Direct Listing.

General and Administrative

General and administrative expenses increased $12.0 million, or 89%, during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase was primarily attributable to $6.4 million in stock-based compensation expenses and related payroll taxes as a result of increased headcount, increased value of stock-based awards, and additional expense due to the satisfaction of the performance-based vesting condition of certain equity awards in connection with the Direct Listing. This increase was also attributable to $2.7 million in personnel and related expenses directly associated with an increase in headcount, including an increase in allocated overhead costs, an increase in corporate expenses of $2.3 million, primarily related to increased insurance costs, and an increase in subscription software costs of $1.3 million. The overall increase was partially offset by a decrease of $0.9 million in professional services attributable to fees related to the Direct Listing process that were incurred in the six months ended June 30, 2021.



Other Income, net

                      Six Months Ended
                          June 30,
                      2022          2021      $ Change      % Change
                           (in thousands, except percentages)
Other income, net   $     379       $  20     $     359        *



* Not meaningful

Other income, net increased $0.4 million during the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase was primarily related to a $0.3 million increase in interest income resulting from higher interest rates and a higher average cash and cash equivalents balance during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.



Provision for Income Taxes

                               Six Months Ended
                                   June 30,
                               2022          2021      $ Change      % Change
                                    (in thousands, except percentages)
Provision for income taxes   $    593       $  646     $     (53 )     (8)%


Provision for income taxes decreased $0.05 million, or 8%, during the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily due to decreased foreign taxes resulting from a decrease in foreign deferred tax balance changes during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.



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Liquidity and Capital Resources

Since inception, we have financed operations primarily through the net proceeds we have received from the sales of our preferred stock and common stock as well as cash generated from the sale of subscriptions to our platform. We have generated losses from our operations as reflected in our accumulated deficit of $226.6 million as of June 30, 2022. We generated positive cash flows from operating activities for the six months ended June 30, 2022; however, we have historically generated negative cash flows from operating activities. Our future capital requirements will depend on many factors, including revenue growth and costs incurred to support our platform, including growth in our customer base and customer usage, increased research and development expenses to support the growth of our business and related infrastructure, and increased general and administrative expenses to support being a publicly-traded company.

As of June 30, 2022, our principal sources of liquidity were cash and cash equivalents of $310.0 million and restricted cash of $0.9 million. Additionally, a substantial source of our cash provided by operating activities is our deferred revenue, which is included on our condensed consolidated balance sheets as a liability. Deferred revenue consists of the unearned portion of billed fees for our subscriptions, which is recorded as revenue over the term of the subscription agreement. As of June 30, 2022, we had $98.4 million of deferred revenue, all of which was recorded as a current liability. This deferred revenue will be recognized as revenue when or as the related performance obligations are met.

We assess our liquidity primarily through our cash on hand as well as the projected timing of billings under contract with our paying customers and related collection cycles. We believe our current cash and cash equivalents on hand will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that additional financing is required from outside sources, we may seek to raise additional funds at any time through equity, equity-linked arrangements, and debt. If we are unable to raise additional funds when desired and at reasonable rates, our business, results of operations, and financial condition would be adversely affected. See "Risk Factors-Risks Related to Our Business and Industry-We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all."

Cash Flows

The following table shows a summary of our cash flows for the periods presented:



                                                         Six Months Ended
                                                             June 30,
                                                        2022         2021
                                                          (in thousands)

Net cash provided by (used in) operating activities $ 2,353 $ (5,523 ) Net cash provided by (used in) investing activities $ (3,788 ) $ 339 Net cash provided by financing activities

$  4,015     $ 179,313




Operating Activities

Our largest source of operating cash is cash collection from sales of subscriptions to our paying customers. Our primary uses of cash from operating activities are for personnel-related expenses, marketing expenses, and third-party hosting-related and software expenses. In the last several years, we have generated negative cash flows from operating activities and have supplemented working capital requirements through net proceeds from the sale of preferred stock and common stock.

Net cash provided by operating activities of $2.4 million for the six months ended June 30, 2022 reflects our net loss of $46.8 million, adjusted by non-cash items such as stock-based compensation expense of $28.3 million, depreciation and amortization of $1.9 million, and non-cash operating lease costs of $1.8 million as well as net cash provided by changes in our operating assets and liabilities of $17.0 million. The net cash provided by changes in operating assets and liabilities primarily consisted of a $29.1 million increase in deferred revenue, resulting from increased billings and collections for subscriptions, and decreases in prepaid expenses and other current and noncurrent assets of $2.3 million. These changes were offset by an increase in deferred commissions of $4.9 million and a $7.5 million increase in accounts receivable due to higher customer billings.



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Net cash used in operating activities of $5.5 million for the six months ended June 30, 2021 reflects our net loss of $16.5 million, adjusted by non-cash items such as stock-based compensation expense of $5.6 million and depreciation and amortization of $1.3 million as well as net cash provided by changes in our operating assets and liabilities of $3.7 million. The net cash provided by changes in operating assets and liabilities primarily consisted of a $20.2 million increase in deferred revenue, resulting from increased billings and collections for subscriptions, and a $4.5 million increase in accrued expenses and accounts payable, resulting primarily from increases in accrued professional services, marketing, accrued payroll, and benefits due to an increase in the size of our operations. These increases were offset by an increase of $7.8 million in prepaid expenses and other current and noncurrent assets related to an increase in prepayments made in advance for future services, an increase in deferred commissions of $5.5 million, and a $7.8 million increase in accounts receivable due to higher customer billings.

Investing Activities

Net cash used in investing activities of $3.8 million for the six months ended June 30, 2022 consisted of $1.3 million of capitalized internal-use software development costs and $2.5 million in purchases of property and equipment.

Net cash provided by investing activities of $0.3 million for the six months ended June 30, 2021 consisted of $1.7 million in net cash acquired upon the acquisition of a privately-held company. This increase was offset by $0.7 million of capitalized internal-use software development costs and $0.7 million in purchases of property and equipment.

Financing Activities

Net cash provided by financing activities of $4.0 million for the six months ended June 30, 2022 primarily consisted of $5.2 million in proceeds from the exercise of stock options offset by $1.1 million of net cash used through sales of common stock to cover tax-related amounts that had not yet been remitted to the respective taxing jurisdictions. It is expected that cash received and paid for these amounts will be cash flow neutral over time.

Net cash provided by financing activities of $179.3 million for the six months ended June 30, 2021 primarily consisted of $173.3 million in net proceeds from the sale and issuance of Series F preferred stock and $6.0 million in proceeds from the exercise of stock options.

Remaining Performance Obligations

Remaining performance obligations ("RPO") as of June 30, 2022 and 2021, including the expected timing of recognition is as follows:



                                                 As of June 30,
                                              2022              2021        % Change
                                              (in thousands, except percentages)
Less than or equal to 12 months           $    170,173       $  116,922       46%
Greater than 12 months                          57,413           21,955       162%

Total remaining performance obligations $ 227,586 $ 138,877 64%

Our RPO represents the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancellable contracted amounts that will be invoiced and recognized as revenue in future periods. RPO excludes performance obligations from overages. RPO is influenced by a number of factors, including the timing of renewals, the timing of purchases, average contract terms, and seasonality. Due to these factors, it is important to review RPO in conjunction with product revenue and other financial metrics disclosed elsewhere in this Quarterly Report on Form 10-Q.



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Contractual Obligations and Commitments

During the six months ended June 30, 2022, there were no material changes in our contractual obligations and other commitments outside of those disclosed in the 2021 Form 10-K. For further information on our commitments and contingencies, refer to Note 8 in the consolidated financial statements contained within the 2021 Form 10-K.

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us, or from intellectual property infringement claims made by third parties. Additionally, we have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements, and there are no claims that we are aware of that could reasonably be expected to have a material effect on our financial position, results of operations, or cash flows.

Off-Balance Sheet Arrangements

For all periods presented in this Quarterly Report on Form 10-Q, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. Other than the adoption of ASC 842 - Leases as disclosed in Note 1 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, there have been no changes to our critical accounting policies and estimates, during the six months ended June 30, 2022 as compared to those disclosed in Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of the 2021 Form 10-K.

Recent Accounting Pronouncements

See Note 1 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information regarding recent accounting pronouncements.



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