AppLovin 10-Q 2025-03-31
Filed 2025-05-07. 8 sections, 369K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) |
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2025
| ☐ | 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: 001-40325
AppLovin Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 45-3264542 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1100 Page Mill Road
Palo Alto, California 94304
(Address of registrant’s principal executive offices, including zip code)
(800) 839-9646
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Class A common stock, par value $0.00003 per share | APP | The Nasdaq Stock Market LLC |
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 ☒ 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 ☒ 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 ☒
As of May 2, 2025, the number of shares of the registrant’s Class A common stock outstanding was 307,698,319 and the number of shares of the registrant’s Class B common stock outstanding was 30,688,541.
Table of Contents
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include statements about:
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our future financial performance, including our expectations regarding our revenue, cost of revenue, and operating expenses, and our ability to achieve or maintain future profitability;
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the sufficiency of our cash and cash equivalents to meet our liquidity needs;
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our ability to maintain the security and availability of our Advertising solutions and Apps;
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our expectations regarding the effects of existing and developing laws and regulations, including with respect to taxation, privacy, data protection and AI;
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our pending sale of our mobile gaming business;
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our ability to attract and retain employees and key personnel;
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our ability to comply with evolving changes in the data protection, privacy and regulatory landscape applicable to our businesses;
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our expectations regarding the macroeconomic environment, inflation and high interest rates, uncertainty in the global banking and financial services markets, political uncertainty and international conflicts around the world;
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our ability to successfully expand our AI capabilities to support the further development of our Advertising solutions, including our advertising recommendation engine, AXON;
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our ability to maintain, protect and enhance our intellectual property;
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our ability to manage risk associated with our business;
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the demand for our Advertising solutions and Apps business;
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our expectations concerning relationships with third parties;
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our ability to attract and retain clients and users, including in new markets such as e-commerce;
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our ability to develop new products, features, and enhancements for our Advertising solutions and to launch or acquire new Apps and successfully monetize them;
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our ability to compete with existing and new competitors in existing and new markets and offerings;
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our ability to successfully acquire and integrate companies and assets and to expand and diversify our operations through strategic acquisitions and partnerships;
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our previously announced indication of interest to the President of the United States to explore a purchase of TikTok in all markets outside of China;
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our expectations regarding new and evolving markets;
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our expectations and management of future growth;
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our expectations regarding our share repurchase program, including future amounts available for repurchase; and
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our ability to develop and protect our brand.
We caution you that the foregoing list may 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 and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to
risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere 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. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, 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. 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, partnerships, 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 investors are cautioned not to unduly rely upon these statements.
PART I – FINANCIAL INFORMATION (UNAUDITED)
Item 1. Condensed Consolidated Financial Statements
AppLovin Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
(Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 551,024 | $ | 741,411 | |||||||
| Accounts receivable, net | 1,577,812 | 1,414,246 | |||||||||
| Prepaid expenses and other current assets | 238,498 | 156,533 | |||||||||
| Total current assets | 2,367,334 | 2,312,190 | |||||||||
| Property and equipment, net | 161,655 | 160,530 | |||||||||
| Goodwill | 1,639,796 | 1,803,426 | |||||||||
| Intangible assets, net | 855,046 | 896,677 | |||||||||
| Other assets | 682,870 | 696,436 | |||||||||
| Total assets | $ | 5,706,701 | $ | 5,869,259 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 595,219 | $ | 563,427 | |||||||
| Accrued and other current liabilities | 541,381 | 424,206 | |||||||||
| Short-term debt | 200,000 | — | |||||||||
| Deferred revenue | 72,624 | 69,839 | |||||||||
| Total current liabilities | 1,409,224 | 1,057,472 | |||||||||
| Long-term debt | 3,509,964 | 3,508,983 | |||||||||
| Other non-current liabilities | 212,092 | 212,986 | |||||||||
| Total liabilities | 5,131,280 | 4,779,441 | |||||||||
| Commitments and contingencies (Note 4) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.00003 par value—100,000,000 shares authorized, no shares issued and outstanding as of March 31, 2025 and December 31, 2024 | — | — | |||||||||
| Class A, Class B, and Class C Common Stock, $0.00003 par value—1,850,000,000 (Class A 1,500,000,000, Class B 200,000,000, Class C 150,000,000) shares authorized, 338,361,559 (Class A 307,673,018, Class B 30,688,541, Class C nil) and 340,041,739 (Class A 309,353,198, Class B 30,688,541, Class C nil) shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | 11 | 11 | |||||||||
| Additional paid-in capital | 474,642 | 593,699 | |||||||||
| Accumulated other comprehensive loss | (73,185) | (103,096) | |||||||||
| Retained earnings | 173,953 | 599,204 | |||||||||
| Total stockholders’ equity | 575,421 | 1,089,818 | |||||||||
| Total liabilities and stockholders’ equity | $ | 5,706,701 | $ | 5,869,259 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
AppLovin Corporation
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue | $ | 1,484,021 | $ | 1,058,115 | |||||||
| Costs and expenses: | |||||||||||
| Cost of revenue | 271,232 | 294,148 | |||||||||
| Sales and marketing | 182,956 | 226,687 | |||||||||
| Research and development | 122,918 | 155,323 | |||||||||
| General and administrative | 54,501 | 42,398 | |||||||||
| Goodwill impairment | 188,943 | — | |||||||||
| Total costs and expenses | 820,550 | 718,556 | |||||||||
| Income from operations | 663,471 | 339,559 | |||||||||
| Other income (expense): | |||||||||||
| Interest expense | (52,888) | (74,182) | |||||||||
| Other income, net | 7,811 | 2,568 | |||||||||
| Total other expense, net | (45,077) | (71,614) | |||||||||
| Income before income taxes | 618,394 | 267,945 | |||||||||
| Provision for income taxes | 41,975 | 31,762 | |||||||||
| Net income | $ | 576,419 | $ | 236,183 | |||||||
| Less: Net income attributable to participating securities | 144 | 1,451 | |||||||||
| Net income attributable to common stock—Basic | $ | 576,275 | $ | 234,732 | |||||||
| Net income attributable to common stock—Diluted | $ | 576,277 | $ | 234,784 | |||||||
| Net income per share attributable to Class A and Class B common stockholders: | |||||||||||
| Basic | $ | 1.70 | $ | 0.70 | |||||||
| Diluted | $ | 1.67 | $ | 0.67 | |||||||
| Weighted-average common shares used to compute net income per share attributable to Class A and Class B common stockholders: | |||||||||||
| Basic | 339,837,238 | 335,794,739 | |||||||||
| Diluted | 344,877,542 | 348,596,295 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
AppLovin Corporation
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | 576,419 | $ | 236,183 | |||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustment, net of tax | 29,911 | (18,622) | |||||||||
| Other comprehensive income (loss), net of tax | 29,911 | (18,622) | |||||||||
| Comprehensive income | $ | 606,330 | $ | 217,561 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
AppLovin Corporation
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands, except share data)
(Unaudited)
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| Balances as of December 31, 2024 | 340,041,739 | $ | 11 | $ | 593,699 | $ | (103,096) |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 the related notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” and other parts of this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Our mission is to create meaningful connections between companies and their ideal customers. We provide end-to-end software and AI-powered solutions for businesses to reach, monetize and grow their global audience. We also operate a portfolio of owned mobile apps and accelerated our market penetration through an active acquisition and partnership strategy. Our scaled business model is intricately linked to the advertising ecosystem, providing a durable competitive advantage. We generate revenue when our advertisers achieve their return on ad spend targets with our Advertising solutions, ensuring that their success directly fuels our growth.
Since our founding in 2011, we have been focused on building Advertising solutions for advertisers to improve the marketing and monetization of their content. Our founders, who were mobile app developers themselves, quickly realized the real impediment to success and growth in the advertising ecosystem was a discovery and monetization problem—breaking through the congested app stores to efficiently find users and successfully grow their business. Their first-hand experience with these challenges led to the development of our infrastructure and Advertising solutions. We capitalized on our success and understanding of the mobile app ecosystem by entering into the mobile game apps industry in 2018. Our global diversified portfolio of apps now consist of over 200 free-to-play mobile games across five genres, run by ten studios.
For the three months ended March 31, 2025, our revenue increased 40% year-over-year to $1.5 billion, from $1.1 billion in the three months ended March 31, 2024. We generated net income of $576.4 million and $236.2 million for the three months ended March 31, 2025 and 2024, respectively. We generated Adjusted EBITDA of $1.0 billion and $548.8 million for the three months ended March 31, 2025 and 2024, respectively. Additionally, our net cash provided by operating activities was $831.7 million and $392.8 million in the three months ended March 31, 2025 and 2024, respectively. We generated Free Cash Flow of $825.7 million and $387.6 million for the three months ended March 31, 2025 and 2024, respectively. Given our strong financial position, we have been able to reinvest in our expansion and growth, and repurchase and withhold shares of our Class A common stock. See the section titled “Non-GAAP Financial Measures” for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP.
Our Business Model
We collect revenue from Advertising and our Apps. During the three months ended March 31, 2025, Advertising Revenue represented 78% of total revenue and Apps Revenue represented 22% of total revenue.
We report our operating results through two reportable segments: Advertising and Apps.
Our CODM, the Chief Executive Officer, evaluates performance of each segment based on several factors, of which the financial measures are segment revenue and segment adjusted EBITDA, as defined in Note 10 to our condensed consolidated financial statements.
The Advertising and Apps segments provide a view into the organization of our business and generate revenue as follows:
Advertising Revenue
We primarily generate Advertising Revenue from fees paid by advertisers who use our Advertising solutions to grow and monetize their content. We are able to grow our Advertising Revenue by improving our various technologies.
Advertising clients include a wide variety of advertisers, from indie developer studios to some of the largest global internet platforms, such as Facebook and Google. We see multiple opportunities to gain new Advertising clients, and to increase spend from existing clients, as we help them grow their businesses and make them more successful.
Our Advertising solutions include AppDiscovery, MAX, Adjust, and Wurl. Clients use AppDiscovery to automate, optimize, and manage their user acquisition investments. They set marketing and user growth goals, and AppDiscovery optimizes their ad spend in an effort to achieve their return on advertising spend targets and other marketing objectives. AppDiscovery comprises the vast majority of Advertising Revenue. Revenue is generated from our advertisers, typically on a performance basis, and shared with our advertising publishers, typically on a cost per impression model.
Advertising clients use MAX to optimize purchases of app advertising inventory. The MAX tool provides insights to manage against key performance indicators, understand the long-term value of users, and help manage profitability. Revenue from MAX is generated based on a percentage of client spend. As more advertising networks move to in-app real-time bidding, we expect growth in the adoption of, and revenue from, MAX.
Advertising clients use Adjust's measurement and analytics marketing platform to better understand their users' journey while allowing marketers to make smarter decisions through measurement, attribution and fraud prevention. Revenue from Adjust is primarily generated from an annual software subscription fee.
Advertising clients use Wurl's connected TV ("CTV") platform to distribute streaming video, maximize Advertising Revenue, and acquire and retain viewers or subscribers. Revenue from Wurl is primarily generated from content companies, typically on a usage-based model.
Apps Revenue
Apps Revenue is generated when a user of one of our Apps makes an in-app purchase ("IAP") and when clients purchase the digital advertising inventory of our portfolio of Apps ("IAA"). We are able to grow our Apps Revenue by adding more apps to our Apps portfolio and increasing engagement on our existing Apps.
Our Apps are generally free-to-play mobile games and generate IAP Revenue through IAPs. IAPs consist of virtual goods used to enhance gameplay, accelerate access to certain features or levels, and augment other mobile game progression opportunities for the user. IAPs drive more engagement and better economics from our Apps. The vast majority of our IAP Revenue flows through two app stores, Apple App Store and Google Play, which charge us a standard commission on IAPs. IAP Revenue represented 70% of total Apps Revenue for the three months ended March 31, 2025.
During the three months ended March 31, 2025, we had an average of 1.5 million Monthly Active Payers ("MAPs") across our portfolio of Apps. Over that period, we had an Average Revenue Per Monthly Active Payer ("ARPMAP") of $52. See “Key Metrics” below for additional information on how we calculate MAPs and ARPMAP.
IAA clients that purchase advertising inventory from our Apps are able to target highly relevant users from our diverse and global portfolio of over 200 mobile games. Our clients leverage a broad set of high-performing mobile ad formats, including playable and rewarded video, and are able to match these ads with relevant users resulting in a better return on their advertising spend. By increasing the number of users and their engagement, as well as better matching a
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk from the information presented in Part II, Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2025.
Changes in Internal Control
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their desired objectives. Management does not expect, however, that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are currently involved in, and may in the future be involved in, legal proceedings and claims that arise in the ordinary course of business, as well as governmental and other regulatory investigations and proceedings. In addition, third parties have in the past, and may in the future, assert claims against us in the form of letters and other communications.
Securities Litigation
Beginning in early March 2025, certain alleged stockholders filed putative class action complaints against the company, Adam Foroughi, Matthew Stumpf, and/or Herald Chen asserting claims for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and seeking unspecified monetary relief, interest, and attorneys’ fees. On March 5, 2025, Michael Quiero filed the first complaint against the company, Adam Foroughi, and Matt Stumpf in the U.S. District Court for the Northern District of California (the “Northern District of California”); on March 24, 2025, Ben Brownback filed the second complaint in the same court against the company, Adam Foroughi, Matthew Stumpf, and Herald Chen in the Northern District of California; and on April 17, 2025, the Wayne County Employees’ Retirement System filed the third complaint in the same court against the company, Adam Foroughi, Matthew Stumpf, and Herald Chen in the Northern District of California (collectively, the “Securities Complaints”). The Securities Complaints allege that the defendants made materially false and misleading statements regarding our Advertising solutions and financial growth. The Securities Complaints allege a putative class period running from May 10, 2023 through March 26, 2025. We believe that the allegations in the Securities Complaints lack merit and will vigorously contest these actions.
Shareholder Derivative Litigation
On March 25, 2025, Amit Patel, an alleged shareholder, filed a shareholder derivative complaint in the Northern District of California against the individual then current members of the company’s board of directors, Adam Foroughi, and Matthew Stumpf (collectively, the “D&O Parties”) alleging claims for violations of Section 14(a) of the Exchange Act, breaches of their fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets (collectively, the “Shareholder Derivative Complaint”). The Shareholder Derivative Complaint also asserts claims for contribution under the Exchange Act against Adam Foroughi and Matthew Stumpf and seeks unspecified monetary relief, certain injunctive relief, restitution, and attorneys’ fees from the D&O Parties. Relying on the Securities Complaints, the Shareholder Derivative Complaint alleges that the D&O Parties made materially false and misleading statements regarding our Advertising solutions and financial growth. We believe that the allegations in the Shareholder Derivative Complaint lack merit and will vigorously contest these actions.
While we remain confident in the company’s defenses to the asserted allegations in these cases, it is not possible to determine the ultimate outcome at this time, and thus we cannot reasonably estimate the maximum potential exposure or range of possible loss.
Future litigation may be necessary to defend ourselves and our business partners and to determine the scope, enforceability, and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Item 1A. RISK FACTORS
You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and the related notes, before making a decision to invest in our Class A common stock. Our business, financial condition, results of operations, or prospects could also be adversely affected by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose all or part of your investment.
Risk Factor Summary
Investing in our Class A common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as further described below. The principal factors and uncertainties that make investing in our Class A common stock subject to risk include, among other things:
Business, Operational, and Industry Factors
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the fluctuation in our results of operations;
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security breaches, improper access to or disclosure of data, or other cyber incidents;
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our reliance on third-party platforms to distribute our AppLovin Apps and collect revenue;
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our reliance on certain key employees and our ability to attract, retain, and motivate key personnel;
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our ability to maintain our culture;
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our ability to attract new clients, the loss of clients, or reduction in spend by clients;
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competition in our industry and our ability to adapt to technological change;
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our ability to address or mitigate technical limitations in our systems and to maintain and scale our technical infrastructure;
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concentration of our revenue sources;
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our future growth into new business opportunities;
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the impact of macroeconomic conditions and the geopolitical climate;
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risks related to the expansion and diversification of our operations, in the United States and globally, and possibly through future strategic acquisitions and partnerships, such as our indication of interest to the President of the United States to explore a purchase of TikTok in all markets outside of China;
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risks related to our international operations;
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risks related to our strategic acquisitions and partnerships, including integration, managing growth and tax risks;
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our ability to realize the value of our Apps portfolio;
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our ability to maintain relationships with our partner studios;
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our ability to launch or acquire new AppLovin Apps and successfully monetize or improve them and existing Apps;
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our ability to retain existing users or add new users cost-effectively, or if users decrease their level of engagement;
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our recent rapid growth, and ability to manage growth;
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our ability to increase in-app purchases ("IAPs"), respond to changes with respect to IAPs, and manage the economies in our AppLovin Apps;
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our ability to achieve or maintain profitability with increasing operating expenses;
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risks related to not having long-term agreements with our clients;
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AppLovin apps not meeting user expectations;
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our ability to maintain our brand awareness;
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our reliance on third parties complying with their obligations;
Legal and Regulatory Matters
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changes in laws and regulations concerning privacy, information security, data protection, consumer protection, AI, advertising, tracking, targeting, and protection of minors;
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changes in U.S. and foreign laws, many of which are unsettled and still developing;
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the development and use of AI in our offerings and business;
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compliance with governmental anti-bribery, export and import controls and economic sanctions laws;
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changes in tax laws or tax rulings or exposure to greater than anticipated tax liabilities;
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assertions by taxing authorities that we should have collected or in the future should collect sales and use, value added, or similar taxes;
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our ability to realize tax savings from our international structure;
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liability for content that is distributed through or advertising that is served through our Advertising solutions or Apps;
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expenses related to legal or regulatory proceedings and settlements or laws and regulations affecting public companies;
Intellectual Property Factors
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our ability to protect or enforce our proprietary and intellectual property rights or the costs involved in such enforcement;
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our involvement in intellectual property disputes;
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our use of and compliance with open source software;
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our ability to acquire and maintain licenses to intellectual property;
Financial and Accounting Matters
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our ability to maintain an effective system of disclosure controls and internal control over financial reporting;
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our reliance on assumptions and estimates to calculate certain of our key metrics;
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the possibility that we may be required to record a significant charge to earnings if our goodwill becomes impaired;
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our substantial indebtedness and obligations thereunder;
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our ability to generate sufficient cash flow to satisfy our significant debt service obligations;
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the availability of additional capital on acceptable terms;
Ownership of our Class A common stock and Governance
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the multi-class structure of our common stock and the Voting Agreement among the Voting Agreement Parties;
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our status as a “controlled company” within the meaning of the Nasdaq corporate governance requirements;
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volatility of the market price of our Class A common stock;
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the possibility that we may not realize the anticipated long-term stockholder value of our share repurchase programs;
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the issuance of additional stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise;
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provisions of Delaware law, the Voting Agreement, our amended and restated certificate of incorporation, and our amended and restated bylaws could make a merger, tender offer, or proxy contest difficult; and
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exclusive forum provisions in our amended and restated bylaws.
Risks Related to Our Business, Operations and Industry
Our results of operations are likely to fluctuate from period-to-period, which could cause the market price of our Class A common stock to decline.
Our results of operations have fluctuated in the past and are likely to fluctuate significantly from quarter-to-quarter and year-to-year in the future for a variety of reasons, many of which are outside of our control and difficult to predict. As a result, you should not rely upon our historical results of operations as indicators of future performance. Numerous factors can influence our results of operations, including:
- our ability to maintain and grow our client and user bases;
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changes to our Advertising solutions, Apps, or other offerings;
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the timing and efficacy of improvements to our algorithms, models and AI-powered advertising recommendation engine AXON generally;
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the development and introduction of new solutions, entry into new markets, or the development of new mobile apps by our studios or our competitors;
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changes to the policies or practices of companies or governmental agencies that determine access to third-party platforms, such as the Apple App Store and the Google Play Store, or to our Advertising solutions
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Item 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, the following officers, as defined in Rule 16a-1(f), and director adopted or terminated a “Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, as follows:
On February 28, 2025, Matt Stumpf, our Chief Financial Officer, terminated a Rule 10b5-1 trading plan, which was previously adopted on December 6, 2024 and intended to satisfy the affirmative defense in Rule 10b5-1(c). The terminated trading plan provided for the potential sale of up to 56,058 shares of our Class A common stock issuable upon vesting and settlement of RSUs granted to Mr. Stumpf, net of shares withheld for taxes and was scheduled to be effective until November 25, 2025, or earlier if all transactions under the trading plan were completed. On March 7, 2025, Mr. Stumpf, adopted a Rule 10b5-1 trading plan and intended to satisfy the affirmative defense in Rule 10b5-1(c). The trading plan provides for the potential sale of up to an aggregate of 4,850 shares of our Class A common stock held by Mr. Stumpf and up to 42,044 additional shares of our Class A common stock issuable upon vesting and settlement of RSUs granted to Mr. Stumpf, net of shares withheld for taxes and is scheduled to be effective until December 10, 2025, or earlier if all transactions under the trading plan were completed.
On March 3, 2025, Victoria Valenzuela, our Chief Legal Officer, terminated a Rule 10b5-1 trading plan, which was previously adopted on December 6, 2024 and intended to satisfy the affirmative defense in Rule 10b5-1(c). The terminated trading plan provided for the potential sale of up to an aggregate of 40,000 shares of our Class A common stock held by Ms. Valenzuela and up to 57,207 additional shares of our Class A common stock issuable upon vesting and settlement of RSUs granted to Ms. Valenzuela, net of shares withheld for taxes and was scheduled to be effective until December 05, 2025, or earlier if all transactions under the trading plan were completed.
On August 21, 2024, Eduardo Vivas, a member of our board of directors, Vivas Family Trust U/A/D 10/26/2020, Arutyunyan Family Trust U/A/D 12/1/20 and La Familia V terminated a Rule 10b5-1 trading plan, which was previously adopted on March 14, 2024 and intended to satisfy the affirmative defense in Rule 10b5-1(c). The terminated trading plan provided for the potential sale of up to an aggregate of (i) 1,875,000 shares of our Class A common stock held by Mr. Vivas personally, (ii) 31,875 shares of our Class A common stock held by Vivas Family Trust U/A/D 10/26/2020, (iii) 27,188 shares of our Class A common stock held by Arutyunyan Family Trust U/A/D 12/1/20, and (iv) 5,625 shares of our Class A common stock held by La Familia V. The plan was scheduled to be effective until June 13, 2025, or earlier if all transactions under the trading plan were completed. The termination took place during the fiscal quarter ending September 30, 2024, but was inadvertently not reported in the Company’s Quarterly Report on Form 10-Q for that period.
No other officers, as defined in Rule 16a-1(f), or directors adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.
Item 6. EXHIBITS
We have filed the exhibits listed on the accompanying Exhibit Index, which is incorporated herein by reference.
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||
| 10.1+ | AppLovin Corporation Outside Director Compensation Policy, amended May 5, 2025. | |||||||||||||||||||||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||||||||
| 32.1† | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||||||||||||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+ Indicates management contract or compensatory plan.
†The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of AppLovin Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| APPLOVIN CORPORATION | ||||||||
| Date: May 7, 2025 | By: | /s/ Adam Foroughi | ||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) |
| Date: May 7, 2025 | By: | /s/ Matthew A. Stumpf | ||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) |