plan-20220430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: to

Commission File Number 001-38698

ANAPLAN, INC.

(Exact name of registrant as specified in its charter)


Delaware						27-0897861
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

50 Hawthorne Street

San Francisco, California 94105

(Address of principal executive offices)

(415) 742-8199

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	PLAN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of May 27, 2022, the number of shares of the registrant’s common stock, $0.0001 par value per share, outstanding was 150,527,991.

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TABLE OF CONTENTS


		Page

	Part I. FINANCIAL INFORMATION	5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	31

	Part II. OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 6.	Exhibits	68
	Signatures	69

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements. All statements other than statements of historical facts contained in this report are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” or the negative version of these words and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements include these identifying words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. The forward-looking statements are contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements contained in this report include, but are not limited to, statements about:

•our expectations regarding the Agreement and Plan of Merger (the “Merger Agreement”), dated March 20, 2022, with Alpine Parent, LLC, a Delaware limited liability company (“Parent”) and Alpine Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into our Company (the “Merger”), with our Company surviving the Merger as a wholly owned subsidiary of Parent;

•the demand for and benefits from the use of our platform and solutions;

•our ability to sell our platform to new customers;

•our ability to retain, drive user adoption rates and expand use of our platform by our existing customers;

•our ability to develop and maintain a pipeline of qualified and trained users of our platform for utilization with our customers and partners;

•the impact of the ongoing COVID-19 pandemic and related health measures, geopolitical events, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on market conditions, our business, operating results and financial condition and the businesses of our customers, prospective customers and partners;

•the sufficiency of our cash and cash equivalents to meet our projected operating requirements;

•our ability to maintain the security of our platform, networks and systems and protect the data of our customers;

•our ability to identify and address real or perceived errors, failures, bugs, service outages, or disruptions in our platform;

•our ability to maintain the availability and functionality of our platform;

•the development of our platform on the infrastructure of third-party public cloud partners;

•our ability to achieve widespread market acceptance of our platform;

•the provision of professional services by our partners, including the breadth and volume of such services;

•our ability to successfully expand in our existing markets and into new markets;

•our ability to broaden and deepen our partner ecosystem and successfully operationalize our partnerships;

•the utilization of our partner ecosystem to help drive growth;

•our ability to maintain, protect, and enhance our intellectual property;

•our ability to enhance our platform, adapt to technological change and satisfy the cloud infrastructure priorities of our customers;

•our ability to comply with laws, regulations and accounting rules applying to our business, including privacy regulations such as the General Data Protection Regulation;

•anticipated income tax rates, tax estimates and tax standards;

•the recruitment, hiring, training and retention of qualified employees and key personnel including direct sales, research and development and engineering personnel;

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•the rate of expansion and productivity of our sales force;

•our ability to grow our international business and manage the risks inherent in global operations;

•our ability to realize anticipated benefits from strategic transactions in a timely manner;

•changes in the competitive environment in our industry and the markets in which we operate;

•our ability to manage changes in foreign currency exchange rates and effectively hedge our foreign currency exposure;

•the impact of geopolitical conditions, including wars, hostilities, acts of terrorism, economic sanctions; and

•our ability to successfully defend litigation brought against us and any stakeholder activism.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this report.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, 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. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report 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 report, 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 investors are cautioned not to unduly rely upon these statements.

You should read this report and the documents that we reference in this report and have filed with the Securities and Exchange Commission as exhibits to this report with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect.

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PART I

ITEM 1. FINANCIAL STATEMENTS

ANAPLAN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	As of
	April 30, 2022		January 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	304,021	$	299,371
Accounts receivable, net of allowances for credit losses of $3,090 and $3,224 as of April 30, 2022 and January 31, 2022, respectively	132,657		196,500
Deferred commissions, current portion	50,636		49,124
Prepaid expenses and other current assets	34,650		32,814
Total current assets	521,964		577,809
Property and equipment, net	63,258		63,119
Deferred commissions, net of current portion	109,409		110,044
Goodwill	32,379		32,379
Operating lease right-of-use assets	28,736		31,287
Other noncurrent assets	20,226		17,997
TOTAL ASSETS	$	775,972	$	832,635

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	9,064	$	9,294
Accrued expenses	113,426		123,891
Deferred revenue, current portion	352,121		378,882
Operating lease liabilities, current portion	10,081		10,400
Total current liabilities	484,692		522,467
Deferred revenue, net of current portion	2,226		3,271
Operating lease liabilities, net of current portion	23,628		26,046
Other noncurrent liabilities	19,039		18,150
TOTAL LIABILITIES	529,585		569,934
Stockholders' equity:
Common stock, par value of $0.0001 per share; 1,750,000 shares authorized as of April 30, 2022 and January 31, 2022; 150,483 and 149,089 shares issued and outstanding as of April 30, 2022 and January 31, 2022	15		15
Accumulated other comprehensive loss	(9,863)		(7,696)
Additional paid-in capital	1,164,672		1,120,959
Accumulated deficit	(908,437)		(850,577)
TOTAL STOCKHOLDERS' EQUITY	246,387		262,701
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	775,972	$	832,635

The information as of January 31, 2022, was derived from the Company’s audited Consolidated Balance Sheet as of January 31, 2022.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ANAPLAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended April 30,
	2022		2021
Revenue:
Subscription revenue	$	152,343	$	118,343
Professional services revenue	16,816		11,482
Total revenue	169,159		129,825
Cost of revenue:
Cost of subscription revenue	28,635		21,329
Cost of professional services revenue	17,928		11,492
Total cost of revenue	46,563		32,821
Gross profit	122,596		97,004
Operating expenses:
Research and development	43,738		33,212
Sales and marketing	98,387		88,470
General and administrative	40,583		24,945
Total operating expenses	182,708		146,627
Loss from operations	(60,112)		(49,623)
Interest income (expense), net	(31)		(151)
Other income (expense), net	2,566		(459)
Loss before income taxes	(57,577)		(50,233)
Provision for income taxes	(283)		(1,258)
Net loss	(57,860)		(51,491)
Comprehensive loss:
Foreign currency translation adjustments	(2,167)		(1,275)
Comprehensive loss	$	(60,027)	$	(52,766)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.39)	$	(0.36)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	149,877		144,161

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ANAPLAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount

















For the Three Months Ended April 30, 2022
Balance at January 31, 2022	149,089	$	15	$	1,120,959	$	(7,696)	$	(850,577)	$	262,701
Stock-based compensation	—	—		39,552		—		—		39,552
Exercise of stock options	549	—		4,161		—		—		4,161
Vesting of restricted stock units	845	—		—		—		—		—

Net loss	—	—		—		—		(57,860)		(57,860)
Foreign currency translation adjustments	—	—		—		(2,167)		—		(2,167)
Balance at April 30, 2022	150,483	$	15	$	1,164,672	$	(9,863)	$	(908,437)	$	246,387
For the Three Months Ended April 30, 2021
Balance at January 31, 2021	143,502	$	14	$	932,505	$	(7,528)	$	(646,978)	$	278,013
Stock-based compensation	—	—		35,352		—		—		35,352
Exercise of stock options, net of repurchases and early exercises	357	—		2,098		—		—		2,098
Vesting of restricted stock units	823	—		—		—		—		—

Net loss	—	—		—		—		(51,491)		(51,491)
Foreign currency translation adjustments	—	—		—		(1,275)		—		(1,275)
Balance at April 30, 2021	144,682	$	14	$

SEC Form 10-Q filed by Anaplan Inc.