Cover Page
Cover Page - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38897 | |
Entity Registrant Name | FASTLY, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-5411834 | |
Entity Address, Address Line One | 475 Brannan Street, Suite 300 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94107 | |
City Area Code | 844 | |
Local Phone Number | 432-7859 | |
Title of 12(b) Security | Class A Common Stock, $0.00002 par value | |
Trading Symbol | FSLY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001517413 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Class A | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 105.8 | |
Common Class B | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9.9 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 948,783 | $ 62,900 |
Marketable securities | 147,793 | 131,283 |
Accounts receivable, net of allowance for credit losses of $2,799 and $3,248 as of March 31, 2021 and December 31, 2020, respectively | 52,363 | 50,258 |
Restricted cash | 87 | 87 |
Prepaid expenses and other current assets | 18,408 | 16,728 |
Total current assets | 1,167,434 | 261,256 |
Property and equipment, net | 98,608 | 95,979 |
Operating right-of-use assets | 63,305 | 60,019 |
Goodwill | 635,645 | 635,590 |
Intangible assets, net | 116,379 | 121,742 |
Other assets | 56,923 | 45,365 |
Total assets | 2,138,294 | 1,219,951 |
Current liabilities: | ||
Accounts payable | 12,019 | 9,150 |
Accrued expenses | 36,320 | 34,334 |
Finance lease liabilities, current | 10,910 | 11,033 |
Operating lease liabilities, current | 20,011 | 19,895 |
Other current liabilities | 19,036 | 19,677 |
Total current liabilities | 98,296 | 94,089 |
Long-term debt | 930,291 | 0 |
Finance lease liabilities, noncurrent | 13,648 | 14,707 |
Operating lease liabilities, noncurrent | 47,505 | 44,890 |
Other long-term liabilities | 3,520 | 4,400 |
Total liabilities | 1,093,260 | 158,086 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Class A and Class B common stock | 2 | 2 |
Additional paid-in capital | 1,384,045 | 1,350,050 |
Accumulated other comprehensive income (loss) | (137) | 6 |
Accumulated deficit | (338,876) | (288,193) |
Total stockholders’ equity | 1,045,034 | 1,061,865 |
Total liabilities and stockholders’ equity | $ 2,138,294 | $ 1,219,951 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,799 | $ 3,248 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 84,852 | $ 62,924 |
Cost of revenue | 37,494 | 27,265 |
Gross profit | 47,358 | 35,659 |
Operating expenses: | ||
Research and development | 28,988 | 14,298 |
Sales and marketing | 34,872 | 19,168 |
General and administrative | 33,461 | 14,169 |
Total operating expenses | 97,321 | 47,635 |
Loss from operations | (49,963) | (11,976) |
Interest income | 174 | 719 |
Interest expense | (661) | (316) |
Other income (expense), net | (64) | 402 |
Loss before income taxes | (50,514) | (11,171) |
Income taxes | 169 | 819 |
Net loss | $ (50,683) | $ (11,990) |
Net loss per share attributable to common stockholders, basic and diluted (in USD per share) | $ (0.44) | $ (0.13) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 114,134 | 95,401 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net income (loss) | $ (50,683) | $ (11,990) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (65) | 13 |
Gain (loss) on investments in available-for-sale-securities, net of tax | (78) | 478 |
Total other comprehensive income (loss) | (143) | 491 |
Comprehensive loss | $ (50,826) | $ (11,499) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Change in accounting policy | Common Class B | Common StockCommon Class A | Common StockCommon Class ARSUs | Common StockCommon Class ARevest Shares | Common StockCommon Class B | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitChange in accounting policy |
Beginning balance (in shares) at Dec. 31, 2019 | 60,954,694 | 33,863,021 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 257,652 | $ (252) | $ 1 | $ 1 | $ 449,463 | $ 196 | $ (192,009) | $ (252) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of stock options (in shares) | 1,106,688 | ||||||||||
Exercise of stock options | 3,174 | 3,174 | |||||||||
Vesting of early exercised stock options (in shares) | 36,590 | ||||||||||
Vesting of early exercised stock options | 146 | 146 | |||||||||
Stock-based compensation | 6,577 | 6,577 | |||||||||
Conversion of stock (in shares) | 9,727,897 | (9,727,897) | |||||||||
Net income (loss) | (11,990) | (11,990) | |||||||||
Other comprehensive income (loss) | 491 | 491 | |||||||||
Ending balance (in shares) at Mar. 31, 2020 | 71,789,279 | 24,171,714 | |||||||||
Ending balance at Mar. 31, 2020 | 255,798 | $ 1 | $ 1 | 459,360 | 687 | (204,251) | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 103,394,496 | 10,228,700 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 1,061,865 | $ 1 | $ 1 | 1,350,050 | 6 | (288,193) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercise of stock options (in shares) | 600,000 | 600,759 | |||||||||
Exercise of stock options | $ 2,719 | 2,719 | |||||||||
Vesting of early exercised stock options (in shares) | 14,365 | ||||||||||
Vesting of early exercised stock options | 64 | 64 | |||||||||
Vesting of restricted stock units (in shares) | 489,947 | 112,062 | |||||||||
Stock-based compensation | 31,212 | 31,212 | |||||||||
Conversion of stock (in shares) | 53,600,000 | 352,300 | (352,300) | ||||||||
Net income (loss) | (50,683) | (50,683) | |||||||||
Other comprehensive income (loss) | (143) | (143) | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 104,949,564 | 9,890,765 | |||||||||
Ending balance at Mar. 31, 2021 | $ 1,045,034 | $ 1 | $ 1 | $ 1,384,045 | $ (137) | $ (338,876) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (50,683) | $ (11,990) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 6,419 | 4,679 |
Amortization of intangible assets (less than) | 5,363 | 36 |
Amortization of right-of-use assets and other | 6,357 | 4,949 |
Amortization of debt discount and issuance costs | 332 | 19 |
Amortization of deferred contract costs | 1,411 | 693 |
Stock-based compensation | 30,838 | 6,329 |
Provision for credit losses | (420) | 150 |
Interest paid on finance leases | (330) | (119) |
Loss on disposals of property and equipment | 27 | 0 |
Other adjustments | 64 | (512) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,685) | (6,031) |
Prepaid expenses and other current assets | (1,680) | (1,148) |
Other assets | (2,952) | (2,093) |
Accounts payable | 2,119 | 3,112 |
Accrued expenses | (755) | (1,495) |
Operating lease liabilities | (6,365) | (4,272) |
Other liabilities | 1,071 | 507 |
Net cash provided by (used in) operating activities | (10,869) | (7,186) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (64,331) | 0 |
Sales of marketable securities | 12,497 | 0 |
Maturities of marketable securities | 25,503 | 21,400 |
Purchases of property and equipment | (8,079) | (10,169) |
Capitalized internal-use software | (989) | (1,437) |
Net cash provided by (used in) investing activities | (35,399) | 9,794 |
Cash flows from financing activities: | ||
Issuance of convertible note, net of issuance costs | 930,775 | 0 |
Payments of other debt issuance costs | (1,351) | 0 |
Repayments of finance lease liabilities | (2,951) | (1,593) |
Proceeds from employee stock purchase plan | 3,071 | 2,133 |
Proceeds from exercise of vested stock options | 2,719 | 3,174 |
Net cash provided by financing activities | 932,263 | 3,714 |
Effects of exchange rate changes on cash, cash equivalents, and restricted cash | (112) | 37 |
Net increase in cash, cash equivalents, and restricted cash | 885,883 | 6,359 |
Cash, cash equivalents, and restricted cash at beginning of period | 63,880 | 86,229 |
Cash, cash equivalents, and restricted cash at end of period | 949,763 | 92,588 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 355 | 155 |
Cash paid for income taxes, net of refunds received | 65 | 814 |
Property and equipment additions not yet paid in cash | 750 | 5,628 |
Vesting of early-exercised stock options | 64 | 146 |
Stock-based compensation capitalized to internal-use software | 374 | 248 |
Assets obtained in exchange for operating lease obligations | 8,824 | 2,380 |
Assets obtained in exchange for finance lease obligations | 2,009 | 1,990 |
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows | ||
Total cash, cash equivalents, and restricted cash | $ 949,763 | $ 92,588 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Fastly, Inc. has built an edge cloud platform that can process, serve, and secure its customer’s applications as close to their end users as possible. As of March 31, 2021, our edge network spans across 58 markets around the world. We were incorporated in Delaware in 2011 and are headquartered in San Francisco, California. As used herein, "Fastly," "we," "our," "the Company," and similar terms include Fastly, Inc. and its subsidiaries, unless the context indicates otherwise. Follow-on Public Offering On May 26, 2020, we completed a follow-on public offering in which we sold 6,900,000 shares of Class A common stock, which included 900,000 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at the public offering price of $41.50 per share. We received net proceeds of $274.9 million, after deducting underwriting discounts and commissions, from sales of our shares in the public offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") along with instructions to Form 10-Q and Article 10 of Securities and Exchange Commission ("SEC") Regulation S-X. Certain changes in presentation have been made to conform the prior period presentation to the current period reporting. Such reclassifications did not affect total revenues, operating income, or net income. We have made certain presentation changes to distinguish and disclose as a separate line item, the amortization expense of intangible assets from our depreciation and amortization expenses within operating cash flows in the Condensed Consolidated Statements of Cash Flows. We have also made certain presentation changes to distinguish and disclose as a separate line item, the non-cash amortization expense of our deferred contract costs balance from other assets within operating cash flows in the Condensed Consolidated Statements of Cash Flows. We have also made certain presentation changes to retroactively adjust for the effects of Accounting Standards Codification No. 842, Leases ("ASC 842") that was adopted as part of our form 10-K filing on March 1, 2021 with an adoption effective date of January 1, 2020 using the modified retrospective method. The changes to our Condensed Consolidated Statements of Cash Flows include separately disclosing under operating cash flows the amortization of right-of-use assets and other, and payments under operating lease liabilities. We have also updated our supplemental cash flow disclosures accordingly to disclose assets obtained in exchange for operating lease obligations and assets obtained in exchange for finance lease obligations, in accordance with the disclosure requirements of ASC 842. We have also updated our Condensed Consolidated Statement of Stockholders' Equity to include the impact to accumulated deficit upon adoption for the three month activity ended March 31, 2020. The following tables show the affected line items within the condensed consolidated financial statements (in millions): Condensed Consolidated Statement of Stockholders' Equity Three months ended March 31, 2020 As previously reported Adjustments As adjusted (in thousands) Accumulated Deficit: Balance as of December 31, 2019 (192,009) — (192,009) Change in accounting policy — (252) (252) Balance as of March 31, 2020 (203,999) (252) (204,251) Total Stockholders' Equity Balance as of December 31, 2019 257,652 — 257,652 Change in accounting policy — (252) (252) Balance as of March 31, 2020 256,050 (252) 255,798 Condensed Consolidated Statement of Cash Flows Three months ended March 31, 2020 As previously reported Adjustments As adjusted (in thousands) Cash flows from operating activities: Amortization of deferred rent $ 204 $ (204) $ — Amortization of right-of-use asset and other — 4,949 4,949 Other adjustments (39) (473) (512) Operating lease liabilities — (4,272) (4,272) Net cash used in operating activities (7,186) — (7,186) Cash flows from investing activities: Purchase of property and equipment (10,221) 52 (10,169) Net cash provided by investing activities 9,742 52 9,794 Cash flows from financing activities: Repayments of capital lease liabilities (1,541) 1,541 — Repayments of finance lease liabilities — (1,593) (1,593) Net cash provided by financing activities 3,766 (52) 3,714 Supplemental disclosure of cash flow information: Capital lease outstanding on current year addition $ 3,226 $ (3,226) $ — Assets obtained in exchange for operating lease obligations $ — $ 2,380 $ 2,380 Assets obtained in exchange for finance lease obligations $ — $ 1,990 1,990 Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Unaudited Interim Financial Statements The accompanying interim condensed consolidated balance sheet as of March 31, 2021, the related interim condensed consolidated statements of operations, the condensed consolidated statements of comprehensive loss, and the condensed consolidated statements of stockholders' equity for the three months ended March 31, 2021 and 2020, the condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020, and the related footnote disclosures are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments necessary for the fair presentation of our financial position as of March 31, 2021. The results for the three months ended March 31, 2021 are not necessarily indicative of the results expected for the full fiscal year or any other periods. Use of Estimates The preparation of our condensed consolidated financial statements requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. Actual results and outcomes could differ significantly from our estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, accounts receivable and related reserves, fair value of assets acquired and liabilities assumed for business combinations, useful lives and realizability of long-lived assets including our goodwill and intangible assets, income tax reserves, and accounting for stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates are reflected in the condensed consolidated financial statements in the period of change and prospectively from the date of the change in estimate. The ongoing global COVID-19 pandemic has adversely impacted many operational aspects of our business and may continue to do so in the future. We assessed the impact that COVID-19 had on our results of operations, including, but not limited to an assessment of our allowance for credit losses, the carrying value of short-term and long-term marketable securities, the carrying value of goodwill and other long-lived assets, and the impact to revenue recognition and cost of revenues. The future impacts of the pandemic and any resulting economic impact are largely unknown and rapidly evolving. We will continue to actively monitor the impact that COVID-19 has on the results of our business operations, and may make decisions required by federal, state or local authorities, or that are determined to be in the best interests of our employees, customers, partners, suppliers and stockholders. As a result, our estimates and judgments may change materially as new events occur or additional information becomes available to us. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash, cash equivalents, marketable securities, and accounts receivable. The primary focus of our investment strategy is to preserve capital and meet liquidity requirements. Our investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage the risk exposure, we invest cash equivalents and marketable securities in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. We place our cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any. Concentrations of credit risk with respect to accounts receivable are primarily limited to certain customers to which we make substantial sales. Our customer base consists of a large number of geographically dispersed customers diversified across several industries. To reduce risk, we routinely assess the financial strength of our customers. Based on such assessments, we believe that our accounts receivable credit risk exposure is limited. No customer accounted for more than 10% of revenue for three months ended March 31, 2021. One customer accounted for 10.5% of revenue for the three months ended March 31, 2020. No customer accounted for more than 10% of the total accounts receivable balance as of March 31, 2021. One customer accounted for 10% of the total accounts receivable balance as of December 31, 2020. Significant Accounting Policies Other than the following updates to our accounting policies in conjunction with the issuance of the convertible debt in March 2021, there have been no material changes to our significant accounting policies as compared to those described in “Note 2 – Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Convertible Debt We early adopted ASU 2020-06 as of January 1, 2021. Under the ASU, the separation models for convertible debt that contain cash conversion features accounted for as a cash conversion or beneficial conversion features is removed. We evaluated the terms of our debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation. We have combined these features with the host contract and we account for our convertible debt as a single liability in long-term debt on our condensed consolidated balance sheet. The carrying amount of the liability is based on the gross proceeds, net of the unamortized transaction costs incurred related to the issuance of the convertible debt instrument. This difference represents a debt discount that is amortized to interest expense over the term of the convertible debt instrument using the effective interest rate method. We apply the if-converted method for calculation of diluted earnings per share for our convertible debt instrument. Recently Adopted Accounting Pronouncements On December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. This standard is effective for fiscal periods beginning after December 15, 2020. We adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The update removes separation models for convertible debt that contain cash conversion features accounted for as a cash conversion or beneficial conversion features. Under this ASU, these features will be combined with the host contract. ASU 2020-06 does not impact the accounting treatment for conversion features that are accounted for as a derivative under Topic 815. The update also requires the application of the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition, only at the beginning of an entity's fiscal year. Early adoption is permitted. We have elected to early adopt the standard as of January 1, 2021 using the modified retrospective method of transition. We evaluated the terms of our debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation. As a result, there is no equity component and we recorded the convertible note as a single liability within long-term debt on our Condensed Consolidated Balance Sheet. We will apply the if-converted method for calculation of diluted earnings per share for our convertible debt instruments. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The processing and recording of certain revenue requires a manual process, which uses a complex set of procedures to generate complete and accurate data to record these revenue transactions. We enter into contracts that can include various combinations of products and services, each of which are distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our estimate of the standalone selling price ("SSP") of each distinct good or service in the contract. Judgment is required to determine the SSP for each distinct performance obligation. We analyze separate sales of our products and services as a basis for estimating the SSP of our products and services. We then use that SSP as the basis for allocating the transaction price when our product and services are sold together in a contract with multiple performance obligations. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information, such geographic region and distribution channel, in determining the SSP. The transaction price in a contract for usage-based services is typically equal to the minimum commit price in the contract less any discounts provided. The transaction price in a contract that does not contain usage-based services is equal to the total contract value. Because our typical contracts represent distinct services delivered over time with the same pattern of transfer to the customer, usage-based consideration primarily related to actual consumption over the minimum commit levels is allocated to the period to which it relates. The amount of consideration recognized for usage above the minimum commit price is limited to the amount we expect to be entitled to receive in exchange for providing services. We have elected to apply the practical expedient for estimating and disclosing the variable consideration when variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation from our remaining performance obligations under these contracts. Performance obligations represent stand-ready obligations that are satisfied over time as the customer simultaneously receives and consumes the benefits provided by us. These obligations can be content delivery, security, professional services, support, edge cloud platform services, and others. Accordingly, our revenue is recognized over time, consistent with the pattern of benefit provided to the customer over the term of the agreement. At times, customers may request changes that either amend, replace, or cancel existing contracts. Judgment is required to determine whether the specific facts and circumstances within the contracts should be accounted for as a separate contract or as a modification. In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined our contracts do not include a significant financing component. We have also elected the practical expedient to not measure financing components for any contract where the timing difference is less than one year. Nature of products and services We primarily derive revenue from the sale of services to customers executing contracts in which the standard contract term is one year, although terms may vary by contract. Most of our contracts are non-cancelable over the contractual term. The majority of our usage based contracts commit the customer to a minimum monthly level of usage and specify the rate at which the customer must pay for actual usage above the monthly minimum. Beginning in the fourth quarter of 2020, we also offer subscriptions to access a unified security web application and application programming interface at a fixed rate. Revenue by geography is based on the billing address of the customer. Aside from the United States, no other single country accounted for more than 10% of revenue for the three months ended March 31, 2021 and the three months ended March 31, 2020. The following table presents our net revenue by geographic region: Three months ended March 31, 2021 2020 (in thousands) United States $ 62,734 $ 41,008 Asia Pacific 9,154 9,845 Europe 9,640 7,774 All other 3,324 4,297 Total revenue $ 84,852 $ 62,924 The majority of our revenue is derived from enterprise customers, which are defined as customers with revenue in excess of $100,000 over the previous 12-month period. The following table presents our net revenue for enterprise and non-enterprise customers: Three months ended March 31, 2021 2020 (in thousands) Enterprise customers $ 75,465 $ 55,806 Non-enterprise customers 9,387 7,118 Total revenue $ 84,852 $ 62,924 Contract balances The timing of revenue recognition may differ from the timing of invoicing to customers. We have an unconditional right to consideration when we invoice our customers and record a receivable. We record a contract asset when revenue is recognized prior to invoicing, or a contract liability (deferred revenue) when revenue is recognized subsequent to invoicing. Deferred revenue includes amounts billed to customers for which revenue has not been recognized and consists of the unearned portions of edge cloud platform usage and billings to customers for our security subscription services. Amounts that have been invoiced for annual subscriptions, but not collected, are recorded in accounts receivable and in unearned revenue or in revenue depending on whether services have been delivered to the customer. Our payment terms and conditions vary by contract type. Payment terms on invoiced amounts are typically 15 to 45 days. The following table presents our contract assets and contract liabilities as of March 31, 2021 and as of December 31, 2020: As of March 31, 2021 As of December 31, 2020 (in thousands) Contract assets $ 289 $ 387 Contract liabilities $ 19,461 $ 18,020 The following table presents the revenue recognized during the three months ended March 31, 2021 and 2020 from amounts included in the contract liability at the beginning of the period: Three months ended March 31, 2021 2020 (in thousands) Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period $ 5,903 $ 178 Remaining performance obligations As of March 31, 2021, we had $140.1 million of remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized in future periods, respectively. We apply the practical expedient of ASC 606, which gives us the optional exemption from disclosing certain information about our remaining performance obligations for our service contracts for which the original contract duration is one year or less, such as the aggregate transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period. The typical contract term is one year, although terms may vary by contract. As of March 31, 2021, we expect to recognize 81% of this balance over the next 12 months and the remainder within the following year. Costs to obtain a contract We capitalize incremental costs associated with obtaining customer contracts, specifically for sales commissions. These costs are deferred on our Condensed Consolidated Balance Sheets and amortized over the expected period of benefit on a straight-line basis. Based on the nature of our unique technology and services, the rate at which we continually enhance and update our technology, and our historical customer retention, the expected period of benefit is determined to be approximately five years. Amortization is recorded within the sales and marketing line item on the accompanying Condensed Consolidated Statements of Operations. The incremental costs associated with obtaining customer contracts, the majority of which are deferred commissions, are included in other assets on the accompanying Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, our costs to obtain contracts were as follows: As of March 31, 2021 As of December 31, 2020 (in thousands) Deferred contract costs $ 21,086 $ 19,332 |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Our total cash, cash equivalents and marketable securities consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Cash and cash equivalents: Cash $ 7,940 $ 21,273 Money market funds 940,843 36,629 Commercial paper — 4,998 Total cash and cash equivalents $ 948,783 $ 62,900 Marketable securities: Corporate notes and bonds $ 8,753 $ 14,314 Commercial paper 63,358 41,445 U.S. Treasury securities 75,682 75,524 Total short-term marketable securities $ 147,793 $ 131,283 Corporate notes and bonds 7,095 20,448 Foreign government and supranational securities 22,835 — Total long-term marketable securities $ 29,930 $ 20,448 Total marketable securities $ 177,723 $ 151,731 As of March 31, 2021 and December 31, 2020, the majority of our securities were classified as available-for-sale as they have contractual maturities of one year or less. We have classified these securities as short-term, consistent with our intentions to hold the securities for less than 12 months. As of March 31, 2021 and December 31, 2020, we held certain securities that have contractual maturities greater than one year. We have classified these securities as available-for-sale as we do not intend to hold these securities to maturity. Accordingly, consistent with our intentions to hold the securities for more than 12 months, we have classified all securities as long-term and are included within the other assets line on our Condensed Consolidated Balance Sheet. Available-for-Sale Investments The following table summarizes adjusted cost, gross unrealized gains and losses, and fair value related to available-for-sale securities classified as marketable securities on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020: As of March 31, 2021 Amortized Gross Gross Fair (in thousands) Corporate notes and bonds $ 15,853 $ — $ (5) $ 15,848 Commercial paper 63,358 — — 63,358 U.S. Treasury securities 75,635 47 — 75,682 Foreign government and supranational securities 22,850 — (15) 22,835 Total available-for-sale investments $ 177,696 $ 47 $ (20) $ 177,723 As of December 31, 2020 Amortized Gross Gross Fair (in thousands) Corporate notes and bonds $ 14,297 $ 17 $ — $ 14,314 Commercial paper 41,445 — — 41,445 U.S. Treasury securities 95,884 93 (5) 95,972 Total available-for-sale investments $ 151,626 $ 110 $ (5) $ 151,731 There were no securities in a continuous loss position for 12 months or longer as of March 31, 2021 and December 31, 2020. Investments are reviewed periodically to identify possible other-than-temporary impairments. No impairment loss has been recorded on the securities included in the tables above, as we believe that the decrease in fair value of these securities is temporary. Fair Value of Financial Instruments For certain of our financial instruments, including cash held in banks, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to their short maturities, and are therefore excluded from the fair value tables below. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. We measure our cash equivalents, marketable securities, and restricted cash at fair value. We classify our cash equivalents, marketable securities and restricted cash within Level 1 or Level 2 because we value these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of our Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of our Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily available pricing sources for the identical underlying security that may not be actively traded. Financial assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following types of instruments: As of March 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 940,843 $ — $ — $ 940,843 Total cash equivalents 940,843 — — 940,843 Marketable securities: Corporate notes and bonds — 15,848 — 15,848 Commercial paper — 63,358 — 63,358 U.S. Treasury securities — 75,682 — 75,682 Foreign government and supranational securities — 22,835 — 22,835 Total marketable securities — 177,723 — 177,723 Restricted cash: Money market funds 980 — — 980 Total restricted cash 980 — — 980 Total financial assets $ 941,823 $ 177,723 $ — $ 1,119,546 As of December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 36,629 $ — $ — $ 36,629 Commercial paper — 4,998 — 4,998 Total cash equivalents 36,629 4,998 — 41,627 Marketable securities: Corporate notes and bonds — 14,314 — 14,314 Commercial paper — 41,445 — 41,445 U.S. Treasury securities — 95,972 — 95,972 Total marketable securities — 151,731 — 151,731 Restricted cash: Money market funds 980 — — 980 Total restricted cash 980 — — 980 Total financial assets $ 37,609 $ 156,729 $ — $ 194,338 There were no transfers of assets and liabilities measured at fair value between Level 1 and Level 2, or between Level 2 and Level 3, during the three months ended March 31, 2021 and 2020. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Signal Sciences On October 1, 2020, we completed the acquisition of Signal Sciences. We acquired 100% of the voting rights of Signal Sciences and it is now our wholly-owned subsidiary. The acquisition is expected to expand our security portfolio and bolster our existing security offerings with our web application and API protection solutions. Under the terms of the Merger Agreement, we acquired Signal Sciences for an aggregate purchase price of $759.4 million, consisting of approximately $223.0 million in cash and the balance in Class A Common Stock and equity consideration of $536.4 million. A total of 6,367,709 shares were issued, of which the fair value of 5,471,210 shares were attributed to purchase price and 896,499 shares, which are restricted as they are subject to revesting conditions, will be included in stock-based compensation as required service is provided. These restricted shares, which belong to the three co-founders of Signal Sciences, will revest on a quarterly basis over a 2-year period. All of these shares have a par value of $0.00002 per share. As part of the acquisition, we assumed the Signal Sciences Corp. 2014 Stock Option and Grant Plan, as amended (the “Signal Plan”) and the outstanding unvested options to purchase shares of common stock of Signal Sciences Corp. thereunder, and such options became exercisable to purchase shares of Fastly’s Class A common stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option. In connection with the above, we registered 251,754 shares under the Signal Plan. We assumed the aforementioned unvested options at the completion of the acquisition with an estimated fair value of $21.8 million. Of the total consideration, $1.1 million was allocated to the purchase price and $20.7 million was allocated to future services and will be expensed over the remaining requisite service periods of approximately 2.5 years on a straight-line basis. The estimated fair value of the stock options we assumed was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.1 was applied to convert Signal Sciences’ outstanding stock awards into shares of Fastly's Class A common stock. We accounted for the transaction as a business combination using the acquisition method of accounting. We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The determination of the fair value of the intangible assets acquired required management to make significant estimates and assumptions related to forecasted future revenues and selection of the royalty rate and discount rate. The fair value of assets and liabilities acquired may change as additional information is received during the measurement period. The measurement period will end no later than one-year from the acquisition date. The purchase consideration was preliminarily allocated to the tangible and intangible assets and liabilities acquired as of the acquisition date, with the excess recorded to goodwill, which includes the value attributable to the assembled workforce, as shown below (in thousands): Amount Assets acquired Cash and cash equivalents $ 21,501 Other current assets 6,419 Intangible assets, net 124,100 Other non-current assets 8,094 Total assets acquired $ 160,114 Liabilities assumed Current liabilities (14,755) Non-current liabilities (21,170) Total liabilities assumed $ (35,925) Net assets acquired 124,189 Total acquisition consideration 759,393 Goodwill transferred $ 635,204 Identifiable finite-lived intangible assets were comprised of the following: Total (in thousands) Estimated useful life (in years) Customer relationships $ 69,100 8.0 Developed technology 49,500 5.0 Trade name 3,300 3.0 Backlog 2,200 2.0 Total intangible assets acquired $ 124,100 The fair values of the acquired developed technology and trade name intangible assets were determined using the relief from royalty method. The fair values of the acquired customer relationships and backlog intangible assets were determined using the multi-period excess earnings method. The acquired intangible assets have a total weighted average amortization period of 6.6 years. As part of the stock acquisition of Signal Sciences, we allocated a significant value of the acquisition to intangible assets. The deferred tax liability provided an additional source of taxable income to support the realization of the pre-existing deferred tax assets. As a result a portion of our valuation allowance was released and we recorded a $13.0 million tax benefit in the year ended December 31, 2020. During the year ended December 31, 2020, acquisition-related expenses of $20.8 million were expensed within general and administrative expenses as incurred. The amounts of revenue and net loss of Signal Sciences included in our consolidated statement of operations from the acquisition date of October 1, 2020 to December 31, 2020 are $6.7 million and $23.0 million, respectively. The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies, or the effect of the incremental costs incurred from integrating these companies. For pro forma purposes, 2020 earnings were adjusted to exclude acquisition-related costs. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The unaudited pro forma financial information was as follows (in thousands): (Unaudited) For the year ended December 31, 2020 (in thousands) Revenue $ 313,665 Net loss $ (159,248) |
Balance Sheet Information
Balance Sheet Information | 3 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Information | Balance Sheet Information Property and equipment, net Property and equipment, net consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Computer and networking equipment $ 137,076 $ 129,998 Leasehold improvements 3,804 3,817 Furniture and fixtures 1,092 1,092 Office equipment 658 659 Internal-use software 23,429 22,066 Property and equipment, gross $ 166,059 $ 157,632 Accumulated depreciation and amortization (67,451) (61,653) Property and equipment, net $ 98,608 $ 95,979 Depreciation and amortization expense on property and equipment for the three months ended March 31, 2021 and 2020 was approximately $6.4 million and $4.7 million, respectively. Included in these amounts was amortization expense for capitalized internal-use software costs of approximately $0.9 million and $0.6 million for both the three months ended March 31, 2021 and 2020. As of March 31, 2021 and December 31, 2020, the unamortized balance of capitalized internal-use software costs on our Condensed Consolidated Balance Sheets was approximately $14.7 million and $14.2 million, respectively. We lease certain networking equipment from various third parties, through equipment finance leases. Our networking equipment assets as of March 31, 2021 and December 31, 2020, included a total of $38.2 million and $36.2 million acquired under finance lease agreements, respectively. These leases are capitalized in property and equipment, and the related amortization of assets under finance leases is included in depreciation and amortization expense. The accumulated depreciation of the associated networking equipment assets under finance leases totaled $7.9 million and $6.7 million as of March 31, 2021 and December 31, 2020, respectively. Other assets Other assets consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Prepaid commissions $ 21,086 $ 19,332 Marketable securities 29,930 20,448 Restricted cash 893 893 Other assets 5,014 4,692 Total accrued expenses $ 56,923 $ 45,365 Accrued expenses Accrued expenses consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Accrued compensation and related benefits $ 20,345 $ 17,840 Sales and use tax payable 6,378 6,274 Accrued acquisition-related costs 370 2,208 Accrued colocation and bandwidth costs 3,903 3,644 Other accrued liabilities 5,324 4,368 Total accrued expenses $ 36,320 $ 34,334 Other Current Liabilities Other current liabilities consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Deferred revenue, current $ 18,171 $ 15,916 Accrued computer and networking equipment 262 3,126 Liability for early-exercised stock options 255 255 Other current liabilities 348 380 Total other current liabilities $ 19,036 $ 19,677 Other Long-Term Liabilities Other long-term liabilities consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Deferred revenue, non-current $ 1,290 $ 2,104 CARES Act payroll tax deferral 1,676 1,676 Other long-term liabilities 554 620 Total other long-term liabilities $ 3,520 $ 4,400 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for corporate offices and data centers ("Colocation leases"), and finance leases for networking equipment. Our leases have remaining lease terms of 1 year to 6 years, some of which include options to extend the leases. We also sublease a portion of our corporate office spaces. Subleases have remaining lease terms of 4 years. Sublease income was $0.3 million for both the three months ended March 31, 2021, and 2020. The components of lease cost were as follows: Three months ended March 31, Three months ended March 31, 2021 2020 (in thousands) Operating lease cost: Operating lease cost $ 6,352 $ 4,935 Variable lease cost 1,358 1,041 Short-term lease cost — — Total operating lease costs $ 7,710 $ 5,976 Finance lease cost: Amortization of assets under finance lease $ 1,234 $ 686 Interest 330 119 Total finance lease costs $ 1,564 $ 805 Other information related to leases was as follows: Three months ended March 31, Three months ended March 31, 2021 2020 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Payments for operating leases liabilities included in cash from operating activities $ 6,365 $ 4,272 Payments for finance leases interest included in cash from operating activities $ 330 $ 119 Payments for finance leases liabilities included in cash from financing activities $ 2,951 $ 1,593 Assets obtained in exchange for lease obligations: Operating leases $ 8,824 $ 2,380 Finance leases $ 2,009 $ 1,990 As of March 31, As of December 31, 2021 2020 Weighted Average Remaining Lease Term (in years) Operating leases 4.46 4.44 Finance leases 2.34 2.51 Weighted Average Discount Rate Operating leases 5.62 % 5.68 % Finance leases 5.10 % 5.12 % As of March 31, 2021, we had undiscounted commitments of $2.3 million for operating leases that have not yet commenced, and therefore are not included in the right-of-use asset or operating lease liability. These operating leases will commence in 2021 with lease terms of 3 years to 5 years. Future minimum lease payments under non-cancellable leases as of March 31, 2021 were as follows: Operating Leases Finance Leases (in thousands) Remainder of 2021 $ 23,861 $ 9,215 2022 17,078 10,169 2023 11,330 6,642 2024 9,343 60 2025 8,915 — Thereafter 9,451 — Total future minimum lease payments $ 79,978 $ 26,086 Less: imputed interest (9,638) (1,528) Total liability $ 70,340 $ 24,558 |
Leases | Leases We have operating leases for corporate offices and data centers ("Colocation leases"), and finance leases for networking equipment. Our leases have remaining lease terms of 1 year to 6 years, some of which include options to extend the leases. We also sublease a portion of our corporate office spaces. Subleases have remaining lease terms of 4 years. Sublease income was $0.3 million for both the three months ended March 31, 2021, and 2020. The components of lease cost were as follows: Three months ended March 31, Three months ended March 31, 2021 2020 (in thousands) Operating lease cost: Operating lease cost $ 6,352 $ 4,935 Variable lease cost 1,358 1,041 Short-term lease cost — — Total operating lease costs $ 7,710 $ 5,976 Finance lease cost: Amortization of assets under finance lease $ 1,234 $ 686 Interest 330 119 Total finance lease costs $ 1,564 $ 805 Other information related to leases was as follows: Three months ended March 31, Three months ended March 31, 2021 2020 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Payments for operating leases liabilities included in cash from operating activities $ 6,365 $ 4,272 Payments for finance leases interest included in cash from operating activities $ 330 $ 119 Payments for finance leases liabilities included in cash from financing activities $ 2,951 $ 1,593 Assets obtained in exchange for lease obligations: Operating leases $ 8,824 $ 2,380 Finance leases $ 2,009 $ 1,990 As of March 31, As of December 31, 2021 2020 Weighted Average Remaining Lease Term (in years) Operating leases 4.46 4.44 Finance leases 2.34 2.51 Weighted Average Discount Rate Operating leases 5.62 % 5.68 % Finance leases 5.10 % 5.12 % As of March 31, 2021, we had undiscounted commitments of $2.3 million for operating leases that have not yet commenced, and therefore are not included in the right-of-use asset or operating lease liability. These operating leases will commence in 2021 with lease terms of 3 years to 5 years. Future minimum lease payments under non-cancellable leases as of March 31, 2021 were as follows: Operating Leases Finance Leases (in thousands) Remainder of 2021 $ 23,861 $ 9,215 2022 17,078 10,169 2023 11,330 6,642 2024 9,343 60 2025 8,915 — Thereafter 9,451 — Total future minimum lease payments $ 79,978 $ 26,086 Less: imputed interest (9,638) (1,528) Total liability $ 70,340 $ 24,558 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the three months ended March 31, 2021 are as follows: Three months ended (in thousands) Balance as of December 31, 2020 $ 635,590 Foreign currency translation and other adjustments 55 Balance as of March 31, 2021 $ 635,645 As of March 31, 2021 and December 31, 2020, our intangible assets consisted of the following: As of March 31, 2021 As of December 31, 2020 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value (in thousands) Intangible assets: Customer relationships $ 69,100 $ (4,319) $ 64,781 $ 69,100 $ (2,053) $ 67,047 Developed technology 49,500 (4,950) 44,550 49,500 (2,475) 47,025 Trade names 3,300 (550) 2,750 3,300 (275) 3,025 Internet protocol addresses 2,891 (650) 2,241 2,891 (578) 2,313 Backlog 2,200 (550) 1,650 2,200 (275) 1,925 In-process research and development ("IPR&D") 368 — 368 368 — 368 Domain name 39 — 39 39 — 39 Total intangible assets $ 127,398 $ (11,019) $ 116,379 $ 127,398 $ (5,656) $ 121,742 Our intangible assets are comprised of customer relationships, developed technology, trade names and backlog, which were added from the Signal Sciences acquisition in 2020, in addition to internet protocol address costs, domain name costs, and IPR&D. Customer relationships, developed technology, trade names, backlog, internet protocol addresses, and domain name intangible assets are subject to amortization. We did not purchase additional intangible assets during the three months ended March 31, 2021 and 2020. Amortization expense was $5.4 million and less than $0.1 million for the three months ended March 31, 2021 and 2020, respectively. We perform tests for impairment of goodwill and long-lived assets on an annual basis as of October 31 or more frequently if events or changes in circumstances indicate that our long-lived assets might be impaired. We did not record any impairment charges during both the three months ended March 31, 2021 and 2020. The annual expected amortization expense of intangible assets subject to amortization as of March 31, 2021 is as follows: As of March 31, 2021 (in thousands) Remainder of 2021 $ 15,780 2022 20,765 2023 19,665 2024 18,830 2025 16,352 Thereafter 24,619 Total $ 116,011 |
Debt Instruments
Debt Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Instruments | Debt Instruments Cash Collateralized Revolving Credit Agreement In November 2019, we entered into a Revolving Credit Agreement with Citibank, N.A (the "Lender") for an aggregate commitment amount of $70.0 million with a maturity date of November 3, 2022 (the "Revolver"). The amount of borrowings available under the Revolving Credit Agreement at any time are collateralized by our cash, which is classified as restricted cash on our balance sheets. With prior written notice to the Lender, we have the right, at any time prior to the Revolver's maturity date, without premium or penalty, to terminate or reduce the Revolver arrangement. In event of such termination, the aggregate principal of the then outstanding amounts, including any accrued interest to date, shall be repaid and the restrictions on the associated collateralized cash would be released. The interest rate associated with each advance under the Revolving Credit Agreement is equal to the sum of LIBOR for the applicable interest period plus 1.50% which is a per annum rate based on outstanding borrowings. As such, for the initial interest period ending in November 2020, the interest rate is set at 3.46%. The commitment fee is 0.20% per annum based on the average daily unused amount of the commitment amount. Interest payments on outstanding borrowings are due on the last day of each interest period and payments for the commitment fee are due at the end of each calendar quarter. In November 2020, we terminated the Revolving Credit Agreement in accordance with its terms. In connection with the termination of the Revolving Credit Agreement, we repaid the then outstanding aggregate principal amount of $20.3 million, as well as any accrued and unpaid interest, as of the termination date. The associated restriction on the collateralized cash of $70.1 million was also released, accordingly. Senior Secured Credit Facilities Agreement On February 16, 2021, we entered into a Senior Secured Credit Facilities Agreement ("Credit Agreement") with Silicon Valley Bank for an aggregate commitment amount of $100.0 million with a maturity date of February 16, 2024. The Credit Agreement bears interest at a rate per annum equal to the sum of LIBOR for the applicable interest period plus 1.75% - 2.00%, depending on the average daily outstanding balance of all loans and letters of credit under the Credit Agreement. Interest payments on outstanding borrowings are due on the last day of each interest period. The Credit Agreement has a commitment fee on the unused portion of the borrowing commitment, which is payable on the last day of each calendar quarter at a rate per annum of 0.20% - 0.25% depending on the average daily outstanding balance of all loans and letters of credit under the Credit Agreement. In addition, our Credit Agreement contains a financial covenant that requires us to maintain a consolidated adjusted quick ratio of at least 1:25 to 1:00 tested on a quarterly basis as well as a springing revenue growth covenant for certain periods if our consolidated adjusted quick ratio falls below 1.75 to 1:00 on the last day of any fiscal quarter. We recorded $0.6 million of debt issuance costs associated with the Credit Agreement in other assets on our condensed consolidated balance sheet. During the three months ended March 31, 2021, no amount was drawn down on our Credit Agreement. As of March 31, 2021, and no amount was outstanding under the Credit Agreement. Convertible Senior Notes On March 5, 2021, we issued approximately $948.8 million aggregate principal amount of our 0% convertible senior notes due 2026 (the “Notes”), including the exercise in full by the initial purchasers of their option to purchase up to an additional approximately $123.8 million principal amount of the Notes. The Notes were issued in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act. The Notes will mature on March 15, 2026, unless earlier converted, redeemed or repurchased. The net proceeds from the issuance of the Notes were approximately $930.0 million after deducting the initial purchasers’ discounts and transaction costs. We may not redeem the Notes prior to March 20, 2024. On or after March 20, 2024, we may redeem for cash, all or any portion of the Notes, at our option, at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption. No sinking fund is provided for the Notes. Holders of the Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2025, only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price, as defined in the indenture agreement governing the Note filed with our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2021, per $1,000 principal amount of notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate on each such trading day; (iii) if we call such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the applicable redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after December 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. Upon conversion, we may satisfy our conversion obligation by paying or delivering, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of our Class A common stock, at our election. The initial conversion rate is 9.7272 shares of Class A common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $102.80 per share of Class A common stock. The conversion rate is subject to adjustment as described in the indenture governing the Notes but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if we deliver a notice of redemption in respect of the Notes, we will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes, in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period, as the case may be. The indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving us after which the Notes become automatically due and payable. If we undergo a fundamental change, as defined in the indenture agreement governing the Notes, then subject to certain conditions and except as described in the indenture governing the Notes, holders may require us to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. We evaluated the terms of our debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation. As such, we have combined these features with the host contract and we account for our convertible debt as a single liability in long-term debt on our condensed consolidated balance sheet. The initial purchasers' discounts and transaction costs of $18.8 million incurred related to the issuance of the Notes were classified as liability and represents the difference between the principal amount of the Notes and the liability component (the “debt discount”), which is amortized to interest expense using the effective interest method over the term of the Notes. As of March 31, 2021, the conversion conditions have not been met and therefore the Notes are not yet convertible. The following table reflects the carrying values of the debt agreements as of March 31, 2021: As of March 31, 2021 (in thousands) Convertible Senior notes (effective interest rate of 0.40%) Principal amount $ 948,750 Less: unamortized debt issuance costs (18,459) Less: current portion of long-term debt — Long-term debt, less current portion $ 930,291 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Finance and Operating Lease Commitments Our commitments include commitments under our non-cancelable facilities and colocation operating leases (i.e. data center leases), as well as finance leases for networking equipment. Refer to Note 7—Leases for further details and disclosures around their minimum future purchase commitments as of March 31, 2021. Purchase Commitments As of March 31, 2021, we had long-term commitments for cost of revenue related agreements (i.e., bandwidth usage, peering and other managed services with various networks, internet service providers ("ISPs") and other third-party vendors). We also have long-term commitments for various non-cancelable software as a service ("SaaS") agreements. Our minimum future commitments related to our purchase commitments as of March 31, 2021 were as follows: Cost of Revenue Commitments SaaS agreements Total Purchase Commitments (in thousands) Remainder of 2021 $ 21,712 $ 7,281 $ 28,993 2022 7,821 9,009 16,830 2023 55 9,000 9,055 2024 42 — 42 2025 42 — 42 Thereafter 46 — 46 Total $ 29,718 $ 25,290 $ 55,008 Sales and Use Tax We conduct operations in many tax jurisdictions throughout the United States. In many of these jurisdictions, non-income-based taxes, such as sales and use and telecommunications taxes are assessed on our operations. We are subject to indirect taxes, and may be subject to certain other taxes, in some of these jurisdictions. Historically, we have not billed or collected these taxes and, in accordance with U.S. GAAP, we have recorded a provision for our tax exposure in these jurisdictions when it is both probable that a liability has been incurred and the amount of the exposure can be reasonably estimated. As a result, we have recorded a liability of $6.4 million and $6.3 million as of March 31, 2021 and December 31, 2020, respectively. These estimates are based on several key assumptions, including the taxability of our products, the jurisdictions in which we believe we have nexus and the sourcing of revenues to those jurisdictions. In the event these jurisdictions challenge our assumptions and analysis, our actual exposure could differ materially from our current estimates. Legal Matters We are currently involved in, and may in the future be involved in, various legal proceedings and claims arising from the normal course of business, and an unfavorable resolution of any of these matters could materially affect our future results of operations, cash flows or financial position. We are also party to various disputes that management considers routine and incidental to its business. Management does not expect the results of any of these routine actions to have a material effect on our business, results of operations, financial condition, or cash flows. On August 27, 2020, a purported securities class action lawsuit was filed in the United States District Court for the Northern District of California, captioned Marcos Betancourt v. Fastly, Inc., et al. (Case No. 4:20-cv-06024-PJH) naming as defendants us and certain of our officers. On September 15, 2020, a substantively identical complaint was filed against the same defendants in the same court, captioned Rami Habib v. Fastly, Inc., et al. (Case No. 4:20-cv-06454-JST). On September 27, 2020, the court consolidated the two cases into one putative class action, captioned In re Fastly, Inc. Securities Litigation. On February 10, 2021, the Court appointed lead plaintiff (“Lead Plaintiff”) and lead counsel. On April 12, 2021, Lead Plaintiff filed a consolidated complaint (the “Consolidated Complaint”). The Consolidated Complaint asserts that all defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and SEC Rule 10b-5 by making materially false or misleading statements between May 6, 2020 and October 14, 2020 regarding the Company’s business and financials, including allegations that the Company failed to disclose the identity of one of its largest customers. The Lead Plaintiff also alleges that certain of the Company’s officers violated Section 20(a) of the Exchange Act. The Lead Plaintiff seeks class certification, an award of unspecified compensatory damages, and other relief. The deadline for defendants to file a motion to dismiss is June 11, 2021. On December 28, 2020, certain of our officers and directors were named as defendants in a shareholder derivative action filed in the United States District Court for the District of Delaware, captioned Wei v. Bixby, et al., Case No. 1:20-cv-01773-MN. On February 2, 2021, a substantially similar shareholder derivative complaint was filed against the same defendants in the same court, captioned Kristen Gorenberg v. Bixby et al., Case No. 1:21-cv-00136. The derivative complaints assert, inter alia, breach of fiduciary duty claims. On March 15, 2021, the Court consolidated the cases and stayed the consolidated derivative action until after resolution of our anticipated motion(s) to dismiss in the above-referenced securities class action. It is possible that additional lawsuits will be filed, or allegations made by stockholders, regarding these same or other matters and also naming as defendants the Company and our officers and directors. The pending lawsuits and any other related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain. We could be forced to expend significant resources in the defense of the pending lawsuits and any additional lawsuits, and we may not prevail. In addition, we may incur substantial legal fees and costs in connection with such lawsuits. We currently are not able to estimate the possible cost to us from these matters, as the pending lawsuits are currently at an early stage, and we cannot be certain how long it may take to resolve the pending lawsuits or the possible amount of any damages that we may be required to pay. Such amounts could be material to our financial statements if we do not prevail in the defense against the pending lawsuits and any other related lawsuits, or even if we do prevail. As of March 31, 2021, we have not accrued for any loss contingencies on the above mentioned lawsuits as we do not believe an outcome resulting in a loss is probable. We will accrue for loss contingencies if it becomes both probable that we will incur a loss and if we can reasonably estimate the amount or range of the loss. Indemnification We enter into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, we agree to indemnify, hold harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally our business partners or customers, in connection with our provision of its services. Generally, these obligations are limited to claims relating to infringement of a patent, copyright, or other intellectual property right, breach of our security or data protection obligations, or our negligence, willful misconduct, or violation of law. Subject to applicable statutes of limitation, the term of these indemnification agreements is generally for the duration of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited; however, we carry insurance that covers certain third-party claims relating to our services and could limit our exposure in that respect. We have agreed to indemnify each of our officers and directors during his or her lifetime for certain events or occurrences that happen by reason of the fact that the officer or director is, was, or has agreed to serve as an officer or director of the Company. We have director and officer insurance policies that may limit our exposure and may enable us to recover a portion of certain future amounts paid. To date, we have not encountered material costs as a result of such indemnification obligations and have not accrued any related liabilities in our financial statements. In assessing whether to establish an accrual, we consider such factors as the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock Our Amended and Restated Certificate of Incorporation, as amended and restated in May 2019, authorizes the issuance of 1.0 billion shares of Class A common stock and 94.1 million shares of Class B common stock, each at a par value per share of $0.00002. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share. As of March 31, 2021 and December 31, 2020, 104.9 million and 103.4 million shares of Class A common stock were issued and outstanding, respectively. As of March 31, 2021 and December 31, 2020, 9.9 million and 10.2 million shares of Class B common stock were issued and outstanding, respectively. Our amended and restated certificate of incorporation includes an automatic conversion provision, which, on the date when the outstanding shares of our Class B common stock represent less than 10% of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock (the “Sunset Trigger Date”), all our outstanding shares of Class B common stock will automatically convert into the same number of shares of Class A common stock under the terms of our amended and restated certificate of incorporation on the trading day falling nine months after the Sunset Trigger Date ("the Conversion"). No additional Class B shares may be issued following the Conversion. On October 12, 2020, the outstanding shares of our Class B common stock represented less than 10% of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock. As a result, all our outstanding shares of Class B common stock will automatically convert into the same number of shares of Class A common stock on July 12, 2021. Preferred Stock Our Amended and Restated Certificate of Incorporation, as amended and restated in May 2019, also authorizes the issuance of 10.0 million shares of preferred stock, at a par value per share of $0.00002, with rights and preferences, including voting rights, designated from time to time by the Board of Directors (the "Board"). As of both March 31, 2021 and December 31, 2020, no shares of preferred stock were issued and outstanding. Equity Incentive Plans In March 2011, our stockholders approved our 2011 Equity Incentive Plan ("2011 Plan") which allows for the issuance of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards ("RSUs") to employees, directors, and consultants of the Company. Options granted under our 2011 Plan are exercisable for shares of our Class B common stock. As of both March 31, 2021 and December 31, 2020, there were 23.6 million shares of Class B common stock reserved for issuance pursuant to outstanding stock options under the 2011 Plan. As of March 31, 2021 and December 31, 2020, there were no shares of Class B common stock available for issuance for future grants under the 2011 Plan. In May 2019, in conjunction with our IPO, our Board and stockholders approved our 2019 Equity Incentive Plan (the "2019 Plan") which allows for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, RSUs, performance-based stock awards, and other forms of equity compensation, which are collectively referred to as stock awards. Additionally, the 2019 Plan provides for the grant of performance cash awards. Options are exercisable for shares of our Class A common stock. No further awards will be issued under the 2011 Plan. As of March 31, 2021 and December 31, 2020, there were 25.1 million shares and 19.4 million shares of Class A common stock reserved for issuance under the 2019 Plan, respectively. As of March 31, 2021 and December 31, 2020, there were 18.2 million and 12.8 million Class A common stock available for issuance under the 2019 Plan, respectively. In October, 2020, as part of the acquisition of Signal Sciences, we assumed the Signal Sciences Corp. 2014 Stock Option and Grant Plan, as amended (the “Signal Plan”) and the outstanding unvested options to purchase shares of common stock of Signal Sciences thereunder, and such options became exercisable to purchase shares of Fastly’s Class A common stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option. In connection with the above, we registered 251,754 shares under the Signal Plan. In May 2019, in conjunction with our IPO, our Board and stockholders approved the Employee Stock Purchase Plan ("ESPP"). The ESPP allows eligible employees to purchase shares of our Class A common stock through payroll deductions of up to 15% of their eligible compensation, subject to a maximum of $25,000 per calendar year. As of March 31, 2021 and December 31, 2020, there were 4.6 million shares and 3.5 million shares of Class A common stock reserved for issuance under the ESPP, respectively. As of March 31, 2021 and December 31, 2020, there were 4.0 million shares and 2.8 million shares of Class A common stock available for future issuance under the ESPP, respectively. Stock Options Options granted under the 2011 Plan are exercisable for Class B common stock and generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. Options granted under the 2019 Plan are exercisable for Class A common stock and generally expire within 10 years from the date of grant and generally vest over four years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. Forfeitures are recognized as they occur. The following table summarizes stock option activity during the three months ended March 31, 2021: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2020 6,963 $ 5.63 6.7 $ 569,094 Granted — — Exercised (600) 4.53 Cancelled/forfeited (83) 11.03 Outstanding at March 31, 2021 6,280 $ 5.67 6.4 $ 386,932 Vested and exercisable at March 31, 2021 4,055 $ 3.97 5.7 $ 256,732 Unvested and exercisable at March 31, 2021 268 $ 6.36 7.5 $ 16,343 The total pre-tax intrinsic value of options exercised during the three months ended March 31, 2021 and 2020 was $43.1 million and $20.2 million, respectively. The total grant date fair value of employee options vested for the three months ended March 31, 2021 and 2020 was $4.1 million and $2.3 million, respectively. There were no options granted during the three months ended March 31, 2021 and 2020. During the three months ended March 31, 2021 and 2020, we recorded stock-based compensation expense from stock options of approximately $3.7 million and $1.8 million, respectively. As of March 31, 2021, total unrecognized stock-based compensation cost related to outstanding unvested stock options that are expected to vest was $23.3 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.1 years. Early Exercise of Stock Options Certain stock options granted by the Company are exercisable at the date of grant, with unvested shares subject to repurchase by the Company in the event of voluntary or involuntary termination of employment of the stockholder. Such exercises are recorded as a liability on the accompanying Condensed Consolidated Balance Sheets and reclassified into equity as the options vest. As of March 31, 2021 and December 31, 2020, a total of 76,612 and 90,977 shares of Class B Common Stock were subject to repurchase by the Company at the lower of (i) the fair market value of such shares on the date of repurchase, or (ii) the original exercise price of such shares. The corresponding exercise value of approximately $0.3 million and $0.4 million as of March 31, 2021 and December 31, 2020, respectively, is recorded in other current liabilities and other long-term liabilities on the accompanying Condensed Consolidated Balance Sheets. The activity of non-vested shares as a result of early exercise of options granted to employees and non-employees, is as follows: Three months ended March 31, 2021 (in thousands) Beginning balance as of December 31, 2020 91 Early exercise of options — Vested (14) Repurchased — Ending balance as of March 31, 2021 77 Restricted Stock Units ("RSUs") We began granting RSUs under the 2019 Plan during the fiscal year ended December 31, 2019. The fair value of RSUs is based on the grant date fair value and is expensed on a straight-line basis over the applicable vesting period. RSUs granted to new hires typically vest over four years, at the rate of 25% on the first anniversary of the vest date and ratably on a quarterly basis over the remaining 36-month period thereafter. RSUs granted to existing employees typically vest in equal quarterly installments over a four year service period. All vesting is contingent on continued service. Forfeitures are recognized as they occur. The following table summarizes RSU activity during the three months ended March 31, 2021: Number of Shares Weighted-Average (in thousands) Unvested RSUs as of December 31, 2020 4,520 $ 30.01 Granted 405 91.31 Vested (471) 24.96 Cancelled/forfeited (73) 40.38 Unvested RSUs as of March 31, 2021 4,381 $ 36.06 During the three months ended March 31, 2021 and 2020, we recognized stock-based compensation expense related to RSUs of $13.2 million and $4.1 million, respectively. As of March 31, 2021, total unrecognized stock-based compensation cost related to non-vested RSUs was $145.4 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 2.95 years. Stock Subject to Revest ("Revest Shares") In conjunction with the acquisition of Signal Sciences in 2020, a restriction was placed on 896,499 shares belonging to the three co-founders of Signal Sciences to make them subject to revesting on a quarterly basis over a 2 year period. Refer to Note 5—Business Combinations for further details. The activity of revest shares granted to these employees is as follows: Number of Shares Weighted-Average (in thousands) Unvested revest shares as of December 31, 2020 784 $ 97.84 Vested (112) 97.84 Cancelled/forfeited — Unvested revest shares as of March 31, 2021 672 $ 97.84 For the three months ended March 31, 2021, we recognized stock-based compensation expense related to revest shares of $11.0 million. As of March 31, 2021, total unrecognized stock-based compensation cost related to revest shares was $65.7 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 1.5 years. Performance-Based Restricted Stock Units ("PSUs") In March 2020, we granted a maximum total of 87,918 shares of PSUs to certain employees of the Company, pursuant to the Company's 2019 Equity Incentive Plan. The PSUs granted reflect a maximum of 200% of target performance and represent the right of the employees to be issued on a future date, one (1) share of Class A common stock for each RSU received that will vest on the applicable vesting date. On November 2, 2020, the Compensation Committee of the Board of Directors set the performance conditions related to the previously granted PSUs. The performance conditions are based on the level of achievement of certain Company and individual targets related to Fastly's operating plan for the fiscal year 2020 ("2020 operating plan"). The PSUs would vest at 50% of the target if the Company achieves 90% performance under the 2020 operating plan, 100% of the target if the Company achieves 100% performance under the 2020 operating plan and 200% of the target if the Company achieves 110% performance or greater under the 2020 operating plan. These awards were eligible to vest linearly within those parameters. Subject to employees’ continuous service with the Company through each vesting date, based on the extent of such targets achieved, 25% of the number of PSUs credited to them upon certification of achievement will vest on February 15, 2021, May 15, 2021, August 15, 2021, and November 15, 2021, respectively. Based on the results of the 2020 operating plan, the actual award was reduced to 75,828 shares which represents attainment of 172%. As a result, 12,090 shares subject to the PSUs were cancelled. In February 2021, we granted a maximum total of 70,680 shares of PSUs to certain employees of the Company, pursuant to the Company’s 2019 Equity Incentive Plan. The PSUs granted reflect a maximum of 150% of target performance and represent the right of the employees to be issued on a future date, one (1) share of Class A common stock for each RSU received that will vest on the applicable vesting date. The performance conditions were set and approved on the date of grant and are based on the level of achievement of certain Company and individual targets related to Fastly's operating plan for the fiscal year 2021 ("2021 operating plan"). The PSUs will vest at 50% of the target if the Company achieves 90% performance under the 2021 operating plan, 100% of the target if the Company achieves 100% performance under the 2021 operating plan and 150% of the target if the Company achieves 110% performance or greater under the 2021 operating plan. These awards will be eligible to vest linearly within those parameters. Subject to employees’ continuous service with the Company through each vesting date, based on the expected extent of such targets achieved, 25% of the total RSUs on February 15, 2022 and thereafter in 12 equal quarterly installments (i.e. 6.25% of the total RSUs will vest per quarter) on May 15, August 15, November 15, and February 15. The activity of PSUs granted to employees is as follows: Number of Shares Weighted-Average (in thousands) Unvested PSUs as of December 31, 2020 88 $ 65.11 Granted 71 102.06 Vested (19) 65.11 Cancelled/forfeited (12) 65.11 Unvested PSUs as of March 31, 2021 128 $ 85.58 As of March 31, 2021, we recorded $2.1 million in stock-based compensation based on the extent of the performance conditions that were deemed probable of achievement. As of March 31, 2021, total unrecognized stock-based compensation cost related to PSUs was $8.3 million. This unrecognized stock-based compensation cost is expected to be recognized over a weighted-average period of approximately 1.8 years. ESPP The ESPP allows eligible employees to purchase shares of our common stock through payroll deductions of up to 15% of their eligible compensation. The ESPP provides for six-month offering periods, commencing in May and November of each year. At the end of each offering period employees are able to purchase shares at 85% of the lower of the fair market value of our Class A common stock on the first trading day of the offering period or on the date of purchase. We estimate the fair value of shares to be issued under the ESPP on the first day of the offering period using the Black-Scholes valuation model. The inputs to the Black-Scholes option pricing model are our stock price on the first date of the offering period, the risk-free interest rate, the estimated volatility of our stock price over the term of the offering period, the expected term of the offering period and the expected dividend rate. Stock-based compensation expense related to the ESPP is recognized on a straight-line basis over the offering period. Forfeitures are recognized as they occur. We estimated the fair value of shares granted under the ESPP on the first date of the offering period using the Black-Scholes option pricing model with the following assumptions: Three months ended March 31, 2021 2020 Fair value of common stock $24.07 $6.02 Expected term (in years) 0.49 0.50 Risk-free interest rate 0.10% 1.59% Expected volatility 50.0% 43.0% Dividend yield —% —% During the three months ended March 31, 2021 and 2020, we withheld $3.4 million and $2.2 million in contributions from employees, respectively, and recognized $1.2 million and $0.7 million in stock-based compensation expense related to the ESPP, respectively. No common stock was issued under the ESPP in the three months ended March 31, 2021, nor in the three months ended March 31, 2020. Stock-based Compensation Expense The following table summarizes the components of total stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations: Three months ended March 31, 2021 2020 (in thousands) Stock-based compensation expense by caption: Cost of revenue $ 1,186 $ 615 Research and development 7,958 1,671 Sales and marketing 5,008 1,483 General and administrative 16,686 2,560 Total $ 30,838 $ 6,329 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common StockholdersWe compute net loss per share using the two-class method required for multiple classes of common stock and participating securities. Class A and Class B common stock are the only outstanding equity of the Company. The rights of the holders of the Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 10 votes per share. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder on a one-for-one basis, and are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of Class A common stock are not convertible. Accordingly, the Class A common stock and Class B common stock share equally in our net losses. Prior to the IPO, our participating securities also included convertible preferred stock. The holders of convertible preferred stock did not have a contractual obligation to share in our losses, and as a result, net losses were not allocated to these participating securities. The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented. The shares issued in the IPO, the shares issued pursuant to the exercise by the underwriters of an option to purchase additional shares, and the shares of Class A and Class B common stock issued upon conversion of the outstanding shares of convertible preferred stock in the IPO are included in the table below, weighted for the period outstanding: Three months ended March 31, 2021 2020 Class A (1) Class B (2) Class A (1) Class B (2) (in thousands, except per share amounts) Net loss attributable to common stockholders $ (46,184) $ (4,499) (8,196) $ (3,794) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 104,002 10,132 65,210 30,191 Net loss per share attributable to common stockholders, basic and diluted $ (0.44) $ (0.44) $ (0.13) $ (0.13) __________ (1) Class A common stock includes the issuance of 12.9 million shares of Class A common stock issued by us in connection with our IPO and the shares issued in connection with our follow-on offering on May 26, 2020. It also includes shares issued upon the exercise of options and vesting of RSUs granted subsequent to our IPO, shares issued as part of our prior acquisitions, and converted Common B shares. (2) Class B common stock includes, for all periods presented, common stock issued prior to the IPO and the conversion of all of our preferred stock into an aggregate of 53.6 million shares of our Class B common stock upon closing of the IPO. Some of these shares have subsequently been converted into shares of Class A common stock. Since we were in a loss position for the periods presented, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential common shares outstanding would have been anti-dilutive. We apply the if-converted method for calculation of diluted earnings per share for our convertible debt instruments. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive are as follows: Number of Shares As of March 31, 2021 2020 (in thousands) Stock options 6,280 10,101 RSUs 4,381 2,702 PSUs 128 88 Revest shares 672 — Early exercised stock options 77 163 Common stock warrants — 183 Shares issuable pursuant to the ESPP 92 185 Convertible senior notes (if-converted) 9,229 — Total 20,859 13,422 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our provision for income taxes for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, we update our estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, we make a cumulative adjustment in such period. In the three months ended March 31, 2021 and 2020, we recorded income tax expenses of $0.2 million and $0.8 million, respectively. We continue to maintain a full valuation allowance on our U.S. Federal and state net deferred tax assets. The tax expense for the three months ended March 31, 2021 and 2020 was primarily due to foreign and state income tax expense. |
Information About Revenue and G
Information About Revenue and Geographic Areas | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Information About Revenue and Geographic Areas | Information About Revenue and Geographic Areas We consider operating segments to be components of the Company in which separate financial information is available and is evaluated regularly by our Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer ("CEO"). The CEO reviews financial information presented on a consolidated basis, accompanied by information about revenue, customer size, and industry vertical for purposes of allocating resources and evaluating financial performance. We have determined that we operate under one business unit with no segment managers who are held accountable for operations, operating results, or plans for levels or components below the consolidated unit level. Accordingly, we have determined that we have a single reporting segment and operating unit structure. Revenue Revenue by geography is based on the billing address of the customer. Refer to Note 3, "Revenue" for more information on net revenue by geographic region. Long-Lived Assets The following table presents long-lived assets by geographic region: As of March 31, As of December 31, 2021 2020 (in thousands) United States $ 64,263 $ 65,054 All other countries 34,345 30,925 Total long-lived assets $ 98,608 $ 95,979 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events On May 5, 2021, the Company announced that Adriel Lares will step down from his office as Chief Financial Officer of the Company. The Company announced that Mr. Lares will continue to serve as Chief Financial Officer while the Company seeks to appoint a new Chief Financial Officer and such Chief Financial Officer’s employment has commenced (such date, the “Effective Date”). Thereafter, Mr. Lares will serve as an advisor through December 31, 2021. During this time (the “Transition Period”), Mr. Lares will receive the same compensation as he currently is receiving, and previously granted equity awards will continue to vest in accordance with their terms. The Company has entered into an agreement (the “Transition and Separation Agreement”) with Mr. Lares, which provides for Mr. Lares’ transition as described above. The Transition Period may be terminated earlier by the Company or Mr. Lares with or without cause, as defined in the Company’s Executive Change in Control and Severance Benefit Plan (the “Severance Plan”), or advance notice. The Transition and Separation Agreement provides for a customary release of claims by Mr. Lares and reaffirmation of his obligations under an employee inventions and proprietary rights assignment agreement. If the Company terminates Mr. Lares’ employment without cause, or Mr. Lares resigns for any reason, Mr. Lares will be entitled to (i) a lump sum severance amount equal to nine months of his base salary in effect as of the Effective Date, (ii) payment of continued health coverage for him and his eligible dependents under COBRA for a period of up to nine months, or a taxable lump sum payment in lieu of such payment, and (iii) if such termination occurs prior to the earlier of December 31, 2021 and the Effective Date, receive accelerated vesting of all outstanding equity awards that would have vested if he had remained an employee for an additional 12 months after the termination date. If Mr. Lares remains employed until the earlier of either December 31, 2021 or the date following the Effective Date and where he has assisted with transition matters to the reasonable satisfaction of the Company, in addition to the vesting acceleration in (iii) above, Mr. Lares will be entitled to receive accelerated vesting of his restricted stock unit awards granted in August 2019 and April 2020. In addition, Mr. Lares will be entitled to exercise all of his outstanding stock options until April 30, 2022. If the Company terminates the employment relationship for cause, as defined in the Severance Plan, prior to December 31, 2021, Mr. Lares will not be entitled to any of the severance benefits described above and will immediately forfeit all outstanding and unvested equity awards. On May 5, 2021, the Company also announced that it is conducting a search process for a new Chief Financial Officer. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The interim unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") along with instructions to Form 10-Q and Article 10 of Securities and Exchange Commission ("SEC") Regulation S-X. Certain changes in presentation have been made to conform the prior period presentation to the current period reporting. Such reclassifications did not affect total revenues, operating income, or net income. We have made certain presentation changes to distinguish and disclose as a separate line item, the amortization expense of intangible assets from our depreciation and amortization expenses within operating cash flows in the Condensed Consolidated Statements of Cash Flows. We have also made certain presentation changes to distinguish and disclose as a separate line item, the non-cash amortization expense of our deferred contract costs balance from other assets within operating cash flows in the Condensed Consolidated Statements of Cash Flows. We have also made certain presentation changes to retroactively adjust for the effects of Accounting Standards Codification No. 842, Leases ("ASC 842") that was adopted as part of our form 10-K filing on March 1, 2021 with an adoption effective date of January 1, 2020 using the modified retrospective method. The changes to our Condensed Consolidated Statements of Cash Flows include separately disclosing under operating cash flows the amortization of right-of-use assets and other, and payments under operating lease liabilities. We have also updated our supplemental cash flow disclosures accordingly to disclose assets obtained in exchange for operating lease obligations and assets obtained in exchange for finance lease obligations, in accordance with the disclosure requirements of ASC 842. We have also updated our Condensed Consolidated Statement of Stockholders' Equity to include the impact to accumulated deficit upon adoption for the three month activity ended March 31, 2020. The following tables show the affected line items within the condensed consolidated financial statements (in millions): Condensed Consolidated Statement of Stockholders' Equity Three months ended March 31, 2020 As previously reported Adjustments As adjusted (in thousands) Accumulated Deficit: Balance as of December 31, 2019 (192,009) — (192,009) Change in accounting policy — (252) (252) Balance as of March 31, 2020 (203,999) (252) (204,251) Total Stockholders' Equity Balance as of December 31, 2019 257,652 — 257,652 Change in accounting policy — (252) (252) Balance as of March 31, 2020 256,050 (252) 255,798 Condensed Consolidated Statement of Cash Flows Three months ended March 31, 2020 As previously reported Adjustments As adjusted (in thousands) Cash flows from operating activities: Amortization of deferred rent $ 204 $ (204) $ — Amortization of right-of-use asset and other — 4,949 4,949 Other adjustments (39) (473) (512) Operating lease liabilities — (4,272) (4,272) Net cash used in operating activities (7,186) — (7,186) Cash flows from investing activities: Purchase of property and equipment (10,221) 52 (10,169) Net cash provided by investing activities 9,742 52 9,794 Cash flows from financing activities: Repayments of capital lease liabilities (1,541) 1,541 — Repayments of finance lease liabilities — (1,593) (1,593) Net cash provided by financing activities 3,766 (52) 3,714 Supplemental disclosure of cash flow information: Capital lease outstanding on current year addition $ 3,226 $ (3,226) $ — Assets obtained in exchange for operating lease obligations $ — $ 2,380 $ 2,380 Assets obtained in exchange for finance lease obligations $ — $ 1,990 1,990 |
Principles of Consolidation and Unaudited Interim Financial Statements | Principles of Consolidation The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Unaudited Interim Financial Statements The accompanying interim condensed consolidated balance sheet as of March 31, 2021, the related interim condensed consolidated statements of operations, the condensed consolidated statements of comprehensive loss, and the condensed consolidated statements of stockholders' equity for the three months ended March 31, 2021 and 2020, the condensed |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. Actual results and outcomes could differ significantly from our estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, accounts receivable and related reserves, fair value of assets acquired and liabilities assumed for business combinations, useful lives and realizability of long-lived assets including our goodwill and intangible assets, income tax reserves, and accounting for stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates are reflected in the condensed consolidated financial statements in the period of change and prospectively from the date of the change in estimate. The ongoing global COVID-19 pandemic has adversely impacted many operational aspects of our business and may continue to do so in the future. We assessed the impact that COVID-19 had on our results of operations, including, but not limited to an assessment of our allowance for credit losses, the carrying value of short-term and long-term marketable securities, the carrying value of goodwill and other long-lived assets, and the impact to revenue recognition and cost of revenues. The future impacts of the pandemic and any resulting economic impact are largely unknown and rapidly evolving. We will continue to actively monitor the impact that COVID-19 has on the results of our business operations, and may make decisions required by federal, state or local authorities, or that are determined to be in the best interests of our employees, customers, partners, suppliers and stockholders. As a result, our estimates and judgments may change materially as new events occur or additional information becomes available to us. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentration of credit risk consist primarily of cash, cash equivalents, marketable securities, and accounts receivable. The primary focus of our investment strategy is to preserve capital and meet liquidity requirements. Our investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage the risk exposure, we invest cash equivalents and marketable securities in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. We place our cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any. Concentrations of credit risk with respect to accounts receivable are primarily limited to certain customers to which we make substantial sales. Our customer base consists of a large number of geographically dispersed customers diversified across several industries. To reduce risk, we routinely assess the financial strength of our customers. Based on such assessments, we believe that our accounts receivable credit risk exposure is limited. |
Convertible Debt | Convertible DebtWe early adopted ASU 2020-06 as of January 1, 2021. Under the ASU, the separation models for convertible debt that contain cash conversion features accounted for as a cash conversion or beneficial conversion features is removed. We evaluated the terms of our debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation. We have combined these features with the host contract and we account for our convertible debt as a single liability in long-term debt on our condensed consolidated balance sheet. The carrying amount of the liability is based on the gross proceeds, net of the unamortized transaction costs incurred related to the issuance of the convertible debt instrument. This difference represents a debt discount that is amortized to interest expense over the term of the convertible debt instrument using the effective interest rate method. We apply the if-converted method for calculation of diluted earnings per share for our convertible debt instrument. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), which simplifies the accounting for income taxes, primarily by eliminating certain exceptions to ASC 740. This standard is effective for fiscal periods beginning after December 15, 2020. We adopted this standard on January 1, 2021. The adoption of this standard did not have a material impact on our consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The update removes separation models for convertible debt that contain cash conversion features accounted for as a cash conversion or beneficial conversion features. Under this ASU, these features will be combined with the host contract. ASU 2020-06 does not impact the accounting treatment for conversion features that are accounted for as a derivative under Topic 815. The update also requires the application of the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendment is to be adopted through either a fully retrospective or modified retrospective method of transition, only at the beginning of an entity's fiscal year. Early adoption is permitted. We have elected to early adopt the standard as of January 1, 2021 using the modified retrospective method of transition. We evaluated the terms of our debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation. As a result, there is no equity component and we recorded the convertible note as a single liability within long-term debt on our Condensed Consolidated Balance Sheet. We will apply the if-converted method for calculation of diluted earnings per share for our convertible debt instruments. |
Revenue recognition | Revenue recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The processing and recording of certain revenue requires a manual process, which uses a complex set of procedures to generate complete and accurate data to record these revenue transactions. We enter into contracts that can include various combinations of products and services, each of which are distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our estimate of the standalone selling price ("SSP") of each distinct good or service in the contract. Judgment is required to determine the SSP for each distinct performance obligation. We analyze separate sales of our products and services as a basis for estimating the SSP of our products and services. We then use that SSP as the basis for allocating the transaction price when our product and services are sold together in a contract with multiple performance obligations. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services due to the stratification of those products and services by customers and circumstances. In these instances, we may use information, such geographic region and distribution channel, in determining the SSP. The transaction price in a contract for usage-based services is typically equal to the minimum commit price in the contract less any discounts provided. The transaction price in a contract that does not contain usage-based services is equal to the total contract value. Because our typical contracts represent distinct services delivered over time with the same pattern of transfer to the customer, usage-based consideration primarily related to actual consumption over the minimum commit levels is allocated to the period to which it relates. The amount of consideration recognized for usage above the minimum commit price is limited to the amount we expect to be entitled to receive in exchange for providing services. We have elected to apply the practical expedient for estimating and disclosing the variable consideration when variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation from our remaining performance obligations under these contracts. Performance obligations represent stand-ready obligations that are satisfied over time as the customer simultaneously receives and consumes the benefits provided by us. These obligations can be content delivery, security, professional services, support, edge cloud platform services, and others. Accordingly, our revenue is recognized over time, consistent with the pattern of benefit provided to the customer over the term of the agreement. At times, customers may request changes that either amend, replace, or cancel existing contracts. Judgment is required to determine whether the specific facts and circumstances within the contracts should be accounted for as a separate contract or as a modification. In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined our contracts do not include a significant financing component. We have also elected the practical expedient to not measure financing components for any contract where the timing difference is less than one year. |
Fair value of financial instruments | Fair Value of Financial Instruments For certain of our financial instruments, including cash held in banks, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to their short maturities, and are therefore excluded from the fair value tables below. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There is a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1—Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3—Unobservable inputs that are supported by little or no market activity, which require management judgment or estimation. We measure our cash equivalents, marketable securities, and restricted cash at fair value. We classify our cash equivalents, marketable securities and restricted cash within Level 1 or Level 2 because we value these investments using |
Accounting Policies (Tables)
Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Prior Period Adjustments | The following tables show the affected line items within the condensed consolidated financial statements (in millions): Condensed Consolidated Statement of Stockholders' Equity Three months ended March 31, 2020 As previously reported Adjustments As adjusted (in thousands) Accumulated Deficit: Balance as of December 31, 2019 (192,009) — (192,009) Change in accounting policy — (252) (252) Balance as of March 31, 2020 (203,999) (252) (204,251) Total Stockholders' Equity Balance as of December 31, 2019 257,652 — 257,652 Change in accounting policy — (252) (252) Balance as of March 31, 2020 256,050 (252) 255,798 Condensed Consolidated Statement of Cash Flows Three months ended March 31, 2020 As previously reported Adjustments As adjusted (in thousands) Cash flows from operating activities: Amortization of deferred rent $ 204 $ (204) $ — Amortization of right-of-use asset and other — 4,949 4,949 Other adjustments (39) (473) (512) Operating lease liabilities — (4,272) (4,272) Net cash used in operating activities (7,186) — (7,186) Cash flows from investing activities: Purchase of property and equipment (10,221) 52 (10,169) Net cash provided by investing activities 9,742 52 9,794 Cash flows from financing activities: Repayments of capital lease liabilities (1,541) 1,541 — Repayments of finance lease liabilities — (1,593) (1,593) Net cash provided by financing activities 3,766 (52) 3,714 Supplemental disclosure of cash flow information: Capital lease outstanding on current year addition $ 3,226 $ (3,226) $ — Assets obtained in exchange for operating lease obligations $ — $ 2,380 $ 2,380 Assets obtained in exchange for finance lease obligations $ — $ 1,990 1,990 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Area | The following table presents our net revenue by geographic region: Three months ended March 31, 2021 2020 (in thousands) United States $ 62,734 $ 41,008 Asia Pacific 9,154 9,845 Europe 9,640 7,774 All other 3,324 4,297 Total revenue $ 84,852 $ 62,924 |
Revenue by Customer Type | The following table presents our net revenue for enterprise and non-enterprise customers: Three months ended March 31, 2021 2020 (in thousands) Enterprise customers $ 75,465 $ 55,806 Non-enterprise customers 9,387 7,118 Total revenue $ 84,852 $ 62,924 |
Contract Assets and Liabilities | The following table presents our contract assets and contract liabilities as of March 31, 2021 and as of December 31, 2020: As of March 31, 2021 As of December 31, 2020 (in thousands) Contract assets $ 289 $ 387 Contract liabilities $ 19,461 $ 18,020 The following table presents the revenue recognized during the three months ended March 31, 2021 and 2020 from amounts included in the contract liability at the beginning of the period: Three months ended March 31, 2021 2020 (in thousands) Revenue recognized in the period from: Amounts included in contract liability at the beginning of the period $ 5,903 $ 178 |
Costs to Obtain Contracts | As of March 31, 2021 and December 31, 2020, our costs to obtain contracts were as follows: As of March 31, 2021 As of December 31, 2020 (in thousands) Deferred contract costs $ 21,086 $ 19,332 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash, Cash Equivalents, and Marketable Securities | Our total cash, cash equivalents and marketable securities consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Cash and cash equivalents: Cash $ 7,940 $ 21,273 Money market funds 940,843 36,629 Commercial paper — 4,998 Total cash and cash equivalents $ 948,783 $ 62,900 Marketable securities: Corporate notes and bonds $ 8,753 $ 14,314 Commercial paper 63,358 41,445 U.S. Treasury securities 75,682 75,524 Total short-term marketable securities $ 147,793 $ 131,283 Corporate notes and bonds 7,095 20,448 Foreign government and supranational securities 22,835 — Total long-term marketable securities $ 29,930 $ 20,448 Total marketable securities $ 177,723 $ 151,731 |
Schedule of Available-For-Sale Investments | The following table summarizes adjusted cost, gross unrealized gains and losses, and fair value related to available-for-sale securities classified as marketable securities on the accompanying Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020: As of March 31, 2021 Amortized Gross Gross Fair (in thousands) Corporate notes and bonds $ 15,853 $ — $ (5) $ 15,848 Commercial paper 63,358 — — 63,358 U.S. Treasury securities 75,635 47 — 75,682 Foreign government and supranational securities 22,850 — (15) 22,835 Total available-for-sale investments $ 177,696 $ 47 $ (20) $ 177,723 As of December 31, 2020 Amortized Gross Gross Fair (in thousands) Corporate notes and bonds $ 14,297 $ 17 $ — $ 14,314 Commercial paper 41,445 — — 41,445 U.S. Treasury securities 95,884 93 (5) 95,972 Total available-for-sale investments $ 151,626 $ 110 $ (5) $ 151,731 |
Financial Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis | Financial assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following types of instruments: As of March 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 940,843 $ — $ — $ 940,843 Total cash equivalents 940,843 — — 940,843 Marketable securities: Corporate notes and bonds — 15,848 — 15,848 Commercial paper — 63,358 — 63,358 U.S. Treasury securities — 75,682 — 75,682 Foreign government and supranational securities — 22,835 — 22,835 Total marketable securities — 177,723 — 177,723 Restricted cash: Money market funds 980 — — 980 Total restricted cash 980 — — 980 Total financial assets $ 941,823 $ 177,723 $ — $ 1,119,546 As of December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 36,629 $ — $ — $ 36,629 Commercial paper — 4,998 — 4,998 Total cash equivalents 36,629 4,998 — 41,627 Marketable securities: Corporate notes and bonds — 14,314 — 14,314 Commercial paper — 41,445 — 41,445 U.S. Treasury securities — 95,972 — 95,972 Total marketable securities — 151,731 — 151,731 Restricted cash: Money market funds 980 — — 980 Total restricted cash 980 — — 980 Total financial assets $ 37,609 $ 156,729 $ — $ 194,338 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The measurement period will end no later than one-year from the acquisition date. The purchase consideration was preliminarily allocated to the tangible and intangible assets and liabilities acquired as of the acquisition date, with the excess recorded to goodwill, which includes the value attributable to the assembled workforce, as shown below (in thousands): Amount Assets acquired Cash and cash equivalents $ 21,501 Other current assets 6,419 Intangible assets, net 124,100 Other non-current assets 8,094 Total assets acquired $ 160,114 Liabilities assumed Current liabilities (14,755) Non-current liabilities (21,170) Total liabilities assumed $ (35,925) Net assets acquired 124,189 Total acquisition consideration 759,393 Goodwill transferred $ 635,204 |
Schedule of Identifiable Finite-Lived Intangible Assets | Identifiable finite-lived intangible assets were comprised of the following: Total (in thousands) Estimated useful life (in years) Customer relationships $ 69,100 8.0 Developed technology 49,500 5.0 Trade name 3,300 3.0 Backlog 2,200 2.0 Total intangible assets acquired $ 124,100 |
Schedule of Pro Forma Information | The unaudited pro forma financial information was as follows (in thousands): (Unaudited) For the year ended December 31, 2020 (in thousands) Revenue $ 313,665 Net loss $ (159,248) |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Computer and networking equipment $ 137,076 $ 129,998 Leasehold improvements 3,804 3,817 Furniture and fixtures 1,092 1,092 Office equipment 658 659 Internal-use software 23,429 22,066 Property and equipment, gross $ 166,059 $ 157,632 Accumulated depreciation and amortization (67,451) (61,653) Property and equipment, net $ 98,608 $ 95,979 |
Schedule of Other Assets | Other assets consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Prepaid commissions $ 21,086 $ 19,332 Marketable securities 29,930 20,448 Restricted cash 893 893 Other assets 5,014 4,692 Total accrued expenses $ 56,923 $ 45,365 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Accrued compensation and related benefits $ 20,345 $ 17,840 Sales and use tax payable 6,378 6,274 Accrued acquisition-related costs 370 2,208 Accrued colocation and bandwidth costs 3,903 3,644 Other accrued liabilities 5,324 4,368 Total accrued expenses $ 36,320 $ 34,334 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Deferred revenue, current $ 18,171 $ 15,916 Accrued computer and networking equipment 262 3,126 Liability for early-exercised stock options 255 255 Other current liabilities 348 380 Total other current liabilities $ 19,036 $ 19,677 |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consisted of the following: As of March 31, As of December 31, 2021 2020 (in thousands) Deferred revenue, non-current $ 1,290 $ 2,104 CARES Act payroll tax deferral 1,676 1,676 Other long-term liabilities 554 620 Total other long-term liabilities $ 3,520 $ 4,400 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Costs & Other Information | The components of lease cost were as follows: Three months ended March 31, Three months ended March 31, 2021 2020 (in thousands) Operating lease cost: Operating lease cost $ 6,352 $ 4,935 Variable lease cost 1,358 1,041 Short-term lease cost — — Total operating lease costs $ 7,710 $ 5,976 Finance lease cost: Amortization of assets under finance lease $ 1,234 $ 686 Interest 330 119 Total finance lease costs $ 1,564 $ 805 Other information related to leases was as follows: Three months ended March 31, Three months ended March 31, 2021 2020 (in thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Payments for operating leases liabilities included in cash from operating activities $ 6,365 $ 4,272 Payments for finance leases interest included in cash from operating activities $ 330 $ 119 Payments for finance leases liabilities included in cash from financing activities $ 2,951 $ 1,593 Assets obtained in exchange for lease obligations: Operating leases $ 8,824 $ 2,380 Finance leases $ 2,009 $ 1,990 As of March 31, As of December 31, 2021 2020 Weighted Average Remaining Lease Term (in years) Operating leases 4.46 4.44 Finance leases 2.34 2.51 Weighted Average Discount Rate Operating leases 5.62 % 5.68 % Finance leases 5.10 % 5.12 % |
Schedule of Operating Lease Maturities | Future minimum lease payments under non-cancellable leases as of March 31, 2021 were as follows: Operating Leases Finance Leases (in thousands) Remainder of 2021 $ 23,861 $ 9,215 2022 17,078 10,169 2023 11,330 6,642 2024 9,343 60 2025 8,915 — Thereafter 9,451 — Total future minimum lease payments $ 79,978 $ 26,086 Less: imputed interest (9,638) (1,528) Total liability $ 70,340 $ 24,558 |
Schedule of Finance Lease Maturity | Future minimum lease payments under non-cancellable leases as of March 31, 2021 were as follows: Operating Leases Finance Leases (in thousands) Remainder of 2021 $ 23,861 $ 9,215 2022 17,078 10,169 2023 11,330 6,642 2024 9,343 60 2025 8,915 — Thereafter 9,451 — Total future minimum lease payments $ 79,978 $ 26,086 Less: imputed interest (9,638) (1,528) Total liability $ 70,340 $ 24,558 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2021 are as follows: Three months ended (in thousands) Balance as of December 31, 2020 $ 635,590 Foreign currency translation and other adjustments 55 Balance as of March 31, 2021 $ 635,645 |
Schedule of Intangible Assets | As of March 31, 2021 and December 31, 2020, our intangible assets consisted of the following: As of March 31, 2021 As of December 31, 2020 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value (in thousands) Intangible assets: Customer relationships $ 69,100 $ (4,319) $ 64,781 $ 69,100 $ (2,053) $ 67,047 Developed technology 49,500 (4,950) 44,550 49,500 (2,475) 47,025 Trade names 3,300 (550) 2,750 3,300 (275) 3,025 Internet protocol addresses 2,891 (650) 2,241 2,891 (578) 2,313 Backlog 2,200 (550) 1,650 2,200 (275) 1,925 In-process research and development ("IPR&D") 368 — 368 368 — 368 Domain name 39 — 39 39 — 39 Total intangible assets $ 127,398 $ (11,019) $ 116,379 $ 127,398 $ (5,656) $ 121,742 |
Expected Amortization Expense of Intangible Assets | The annual expected amortization expense of intangible assets subject to amortization as of March 31, 2021 is as follows: As of March 31, 2021 (in thousands) Remainder of 2021 $ 15,780 2022 20,765 2023 19,665 2024 18,830 2025 16,352 Thereafter 24,619 Total $ 116,011 |
Debt Instruments (Tables)
Debt Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Carrying Values of Debt Agreements | The following table reflects the carrying values of the debt agreements as of March 31, 2021: As of March 31, 2021 (in thousands) Convertible Senior notes (effective interest rate of 0.40%) Principal amount $ 948,750 Less: unamortized debt issuance costs (18,459) Less: current portion of long-term debt — Long-term debt, less current portion $ 930,291 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | Our minimum future commitments related to our purchase commitments as of March 31, 2021 were as follows: Cost of Revenue Commitments SaaS agreements Total Purchase Commitments (in thousands) Remainder of 2021 $ 21,712 $ 7,281 $ 28,993 2022 7,821 9,009 16,830 2023 55 9,000 9,055 2024 42 — 42 2025 42 — 42 Thereafter 46 — 46 Total $ 29,718 $ 25,290 $ 55,008 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2021: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2020 6,963 $ 5.63 6.7 $ 569,094 Granted — — Exercised (600) 4.53 Cancelled/forfeited (83) 11.03 Outstanding at March 31, 2021 6,280 $ 5.67 6.4 $ 386,932 Vested and exercisable at March 31, 2021 4,055 $ 3.97 5.7 $ 256,732 Unvested and exercisable at March 31, 2021 268 $ 6.36 7.5 $ 16,343 |
Schedule of Unvested Exercised Options | The activity of non-vested shares as a result of early exercise of options granted to employees and non-employees, is as follows: Three months ended March 31, 2021 (in thousands) Beginning balance as of December 31, 2020 91 Early exercise of options — Vested (14) Repurchased — Ending balance as of March 31, 2021 77 |
Schedule of Restricted Stock Units | The following table summarizes RSU activity during the three months ended March 31, 2021: Number of Shares Weighted-Average (in thousands) Unvested RSUs as of December 31, 2020 4,520 $ 30.01 Granted 405 91.31 Vested (471) 24.96 Cancelled/forfeited (73) 40.38 Unvested RSUs as of March 31, 2021 4,381 $ 36.06 The activity of revest shares granted to these employees is as follows: Number of Shares Weighted-Average (in thousands) Unvested revest shares as of December 31, 2020 784 $ 97.84 Vested (112) 97.84 Cancelled/forfeited — Unvested revest shares as of March 31, 2021 672 $ 97.84 The activity of PSUs granted to employees is as follows: Number of Shares Weighted-Average (in thousands) Unvested PSUs as of December 31, 2020 88 $ 65.11 Granted 71 102.06 Vested (19) 65.11 Cancelled/forfeited (12) 65.11 Unvested PSUs as of March 31, 2021 128 $ 85.58 |
Employee Stock Purchase Plan, Valuation Assumptions | We estimated the fair value of shares granted under the ESPP on the first date of the offering period using the Black-Scholes option pricing model with the following assumptions: Three months ended March 31, 2021 2020 Fair value of common stock $24.07 $6.02 Expected term (in years) 0.49 0.50 Risk-free interest rate 0.10% 1.59% Expected volatility 50.0% 43.0% Dividend yield —% —% |
Schedule of Stock-Based Compensation Expense | The following table summarizes the components of total stock-based compensation expense included in the accompanying Condensed Consolidated Statements of Operations: Three months ended March 31, 2021 2020 (in thousands) Stock-based compensation expense by caption: Cost of revenue $ 1,186 $ 615 Research and development 7,958 1,671 Sales and marketing 5,008 1,483 General and administrative 16,686 2,560 Total $ 30,838 $ 6,329 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The shares issued in the IPO, the shares issued pursuant to the exercise by the underwriters of an option to purchase additional shares, and the shares of Class A and Class B common stock issued upon conversion of the outstanding shares of convertible preferred stock in the IPO are included in the table below, weighted for the period outstanding: Three months ended March 31, 2021 2020 Class A (1) Class B (2) Class A (1) Class B (2) (in thousands, except per share amounts) Net loss attributable to common stockholders $ (46,184) $ (4,499) (8,196) $ (3,794) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 104,002 10,132 65,210 30,191 Net loss per share attributable to common stockholders, basic and diluted $ (0.44) $ (0.44) $ (0.13) $ (0.13) __________ (1) Class A common stock includes the issuance of 12.9 million shares of Class A common stock issued by us in connection with our IPO and the shares issued in connection with our follow-on offering on May 26, 2020. It also includes shares issued upon the exercise of options and vesting of RSUs granted subsequent to our IPO, shares issued as part of our prior acquisitions, and converted Common B shares. (2) Class B common stock includes, for all periods presented, common stock issued prior to the IPO and the conversion of all of our preferred stock into an aggregate of 53.6 million shares of our Class B common stock upon closing of the IPO. Some of these shares have subsequently been converted into shares of Class A common stock. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been antidilutive are as follows: Number of Shares As of March 31, 2021 2020 (in thousands) Stock options 6,280 10,101 RSUs 4,381 2,702 PSUs 128 88 Revest shares 672 — Early exercised stock options 77 163 Common stock warrants — 183 Shares issuable pursuant to the ESPP 92 185 Convertible senior notes (if-converted) 9,229 — Total 20,859 13,422 |
Information About Revenue and_2
Information About Revenue and Geographic Areas (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Long-Lived Assets by Geographic Region | The following table presents long-lived assets by geographic region: As of March 31, As of December 31, 2021 2020 (in thousands) United States $ 64,263 $ 65,054 All other countries 34,345 30,925 Total long-lived assets $ 98,608 $ 95,979 |
Nature of Business (Details)
Nature of Business (Details) $ / shares in Units, $ in Millions | May 26, 2020USD ($)$ / sharesshares | Mar. 31, 2021operatingMarket |
Class of Stock [Line Items] | ||
Number of operating markets | operatingMarket | 58 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 6,900,000 | |
Common stock price per share (in dollars per share) | $ / shares | $ 41.50 | |
Proceeds from follow-on public offering, net of underwriting fees | $ | $ 274.9 | |
Common Class A | Over-Allotment Option | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 900,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Revision of Prior Period (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | $ 1,045,034 | $ 255,798 | $ 1,061,865 | $ 257,652 |
Cash flows from operating activities: | ||||
Amortization of deferred rent | 0 | |||
Amortization of right-of-use assets and other | 6,357 | 4,949 | ||
Other adjustments | 64 | (512) | ||
Operating lease liabilities | (6,365) | (4,272) | ||
Net cash used in operating activities | (10,869) | (7,186) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (8,079) | (10,169) | ||
Net cash provided by (used in) investing activities | (35,399) | 9,794 | ||
Cash flows from financing activities: | ||||
Repayments of capital lease liabilities | 0 | |||
Repayments of finance lease liabilities | (2,951) | (1,593) | ||
Net cash provided by financing activities | 932,263 | 3,714 | ||
Supplemental disclosure of cash flow information: | ||||
Capital lease outstanding on current year addition | 0 | |||
Assets obtained in exchange for operating lease obligations | 8,824 | 2,380 | ||
Assets obtained in exchange for finance lease obligations | 2,009 | 1,990 | ||
As previously reported | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | 256,050 | 257,652 | ||
Cash flows from operating activities: | ||||
Amortization of deferred rent | 204 | |||
Amortization of right-of-use assets and other | 0 | |||
Other adjustments | (39) | |||
Operating lease liabilities | 0 | |||
Net cash used in operating activities | (7,186) | |||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (10,221) | |||
Net cash provided by (used in) investing activities | 9,742 | |||
Cash flows from financing activities: | ||||
Repayments of capital lease liabilities | (1,541) | |||
Repayments of finance lease liabilities | 0 | |||
Net cash provided by financing activities | 3,766 | |||
Supplemental disclosure of cash flow information: | ||||
Capital lease outstanding on current year addition | 3,226 | |||
Assets obtained in exchange for operating lease obligations | 0 | |||
Assets obtained in exchange for finance lease obligations | 0 | |||
Adjustments | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | (252) | 0 | ||
Cash flows from operating activities: | ||||
Amortization of deferred rent | (204) | |||
Amortization of right-of-use assets and other | 4,949 | |||
Other adjustments | (473) | |||
Operating lease liabilities | (4,272) | |||
Net cash used in operating activities | 0 | |||
Cash flows from investing activities: | ||||
Purchases of property and equipment | 52 | |||
Net cash provided by (used in) investing activities | 52 | |||
Cash flows from financing activities: | ||||
Repayments of capital lease liabilities | 1,541 | |||
Repayments of finance lease liabilities | (1,593) | |||
Net cash provided by financing activities | (52) | |||
Supplemental disclosure of cash flow information: | ||||
Capital lease outstanding on current year addition | (3,226) | |||
Assets obtained in exchange for operating lease obligations | 2,380 | |||
Assets obtained in exchange for finance lease obligations | 1,990 | |||
Change in accounting policy | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | (252) | |||
Change in accounting policy | As previously reported | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | 0 | |||
Change in accounting policy | Adjustments | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | (252) | |||
Accumulated Deficit | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | $ (338,876) | (204,251) | $ (288,193) | (192,009) |
Accumulated Deficit | As previously reported | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | (203,999) | (192,009) | ||
Accumulated Deficit | Adjustments | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | $ (252) | 0 | ||
Accumulated Deficit | Change in accounting policy | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | (252) | |||
Accumulated Deficit | Change in accounting policy | As previously reported | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | 0 | |||
Accumulated Deficit | Change in accounting policy | Adjustments | ||||
Stockholders' Equity | ||||
Total stockholders’ equity (deficit) | $ (252) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Major Customer - Customer Concentration Risk | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.50% | |
Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.00% |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 84,852 | $ 62,924 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 62,734 | 41,008 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,154 | 9,845 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9,640 | 7,774 |
All other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 3,324 | $ 4,297 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Enterprise customer threshold | $ 100,000 | |
Revenue, performance obligation, description of payment terms | Payment terms on invoiced amounts are typically 15 to 45 days. | |
Capitalized contract costs, amortization period | 5 years | |
Amortization of deferred contract costs | $ 1,411,000 | $ 693,000 |
Revenue - Revenue by Customer T
Revenue - Revenue by Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 84,852 | $ 62,924 |
Enterprise customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 75,465 | 55,806 |
Non-enterprise customers | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 9,387 | $ 7,118 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 289 | $ 387 | |
Contract liabilities | 19,461 | $ 18,020 | |
Revenue recognized in the period from: | |||
Amounts included in contract liability at the beginning of the period | $ 5,903 | $ 178 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue performance obligation | $ 140.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 81.00% |
Remaining performance obligation, timing of satisfaction | 12 months |
Revenue - Costs to Obtain Contr
Revenue - Costs to Obtain Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Deferred contract costs | $ 21,086 | $ 19,332 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Cash, Cash Equivalent and Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 948,783 | $ 62,900 | $ 22,501 |
Marketable securities | 147,793 | 131,283 | |
Long-term marketable securities | 29,930 | 20,448 | |
Total marketable securities | 177,723 | 151,731 | |
Corporate notes and bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Marketable securities | 8,753 | 14,314 | |
Long-term marketable securities | 7,095 | 20,448 | |
Total marketable securities | 15,848 | 14,314 | |
Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Marketable securities | 63,358 | 41,445 | |
Total marketable securities | 63,358 | 41,445 | |
U.S. Treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Marketable securities | 75,682 | 75,524 | |
Total marketable securities | 75,682 | 95,972 | |
Foreign government and supranational securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Long-term marketable securities | 22,835 | 0 | |
Total marketable securities | 22,835 | ||
Cash | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 7,940 | 21,273 | |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | 940,843 | 36,629 | |
Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cash and cash equivalents | $ 0 | $ 4,998 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Available-For-Sale Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 177,696 | $ 151,626 |
Gross Unrealized Gain | 47 | 110 |
Gross Unrealized Loss | (20) | (5) |
Fair Value | 177,723 | 151,731 |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,853 | 14,297 |
Gross Unrealized Gain | 0 | 17 |
Gross Unrealized Loss | (5) | 0 |
Fair Value | 15,848 | 14,314 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 63,358 | 41,445 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 63,358 | 41,445 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 75,635 | 95,884 |
Gross Unrealized Gain | 47 | 93 |
Gross Unrealized Loss | 0 | (5) |
Fair Value | 75,682 | $ 95,972 |
Foreign government and supranational securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 22,850 | |
Gross Unrealized Gain | 0 | |
Gross Unrealized Loss | (15) | |
Fair Value | $ 22,835 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Narrative (Details) - security | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Securities in a continuous loss position (in securities) | 0 | 0 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Assets and Liabilities at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 940,843 | $ 41,627 |
Marketable securities | 177,723 | 151,731 |
Total restricted cash | 980 | 980 |
Total financial assets | 1,119,546 | 194,338 |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,848 | 14,314 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 63,358 | 41,445 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 75,682 | 95,972 |
Foreign government and supranational securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 22,835 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 940,843 | 36,629 |
Total restricted cash | 980 | 980 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 4,998 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 940,843 | 36,629 |
Marketable securities | 0 | 0 |
Total restricted cash | 980 | 980 |
Total financial assets | 941,823 | 37,609 |
Level 1 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 1 | Foreign government and supranational securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 940,843 | 36,629 |
Total restricted cash | 980 | 980 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 4,998 |
Marketable securities | 177,723 | 151,731 |
Total restricted cash | 0 | 0 |
Total financial assets | 177,723 | 156,729 |
Level 2 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 15,848 | 14,314 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 63,358 | 41,445 |
Level 2 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 75,682 | 95,972 |
Level 2 | Foreign government and supranational securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 22,835 | |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total restricted cash | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 4,998 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Marketable securities | 0 | 0 |
Total restricted cash | 0 | 0 |
Total financial assets | 0 | 0 |
Level 3 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Level 3 | Foreign government and supranational securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total restricted cash | $ 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 01, 2020USD ($)operatingMarket$ / sharesshares | Oct. 31, 2020shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | May 31, 2019$ / shares |
Business Acquisition [Line Items] | |||||||
Revenue | $ 84,852 | $ 62,924 | |||||
Net loss | $ 50,683 | $ 11,990 | |||||
Common Class A | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.00002 | ||||||
Signal Sciences Corp. | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||
Aggregate consideration transferred | $ 759,400 | ||||||
Cash consideration transferred | 223,000 | ||||||
Acquisition, value of equity consideration | $ 536,400 | ||||||
Number of cofounders with shares subject to revesting | operatingMarket | 3 | ||||||
Shares held back for restricted stock awards, revesting period | 2 years | ||||||
Unvested stock option assumed, fair value | $ 21,800 | ||||||
Amount allocated to purchase price | 1,100 | ||||||
Amount allocated to future services | $ 20,700 | ||||||
Amount allocated to future services, recognition period | 2 years 6 months | ||||||
Unvested stock options assumed, conversion ratio | 10.00% | ||||||
Business combination, valuation finalization period | 1 year | ||||||
Estimated useful life (in years) | 6 years 7 months 6 days | ||||||
Tax benefit from release of valuation allowance | $ 13,000 | ||||||
Acquisition related costs | $ 20,800 | ||||||
Revenue | $ 6,700 | ||||||
Net loss | $ 23,000 | ||||||
Signal Sciences Corp. | Common Class A | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued related to a business combination (in shares) | shares | 6,367,709 | ||||||
Number of shares issued in acquisition (in shares) | shares | 5,471,210 | ||||||
Number of shares restricted for stock awards (in shares) | shares | 896,499 | ||||||
Common stock, par value (in USD per share) | $ / shares | $ 0.00002 | ||||||
Unvested stock options assumed (in shares) | shares | 251,754 | 251,754 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 635,645 | $ 635,590 | |
Signal Sciences Corp. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 21,501 | ||
Other current assets | 6,419 | ||
Intangible assets, net | 124,100 | ||
Other non-current assets | 8,094 | ||
Total assets acquired | 160,114 | ||
Current liabilities | (14,755) | ||
Non-current liabilities | (21,170) | ||
Total liabilities assumed | (35,925) | ||
Net assets acquired | 124,189 | ||
Total acquisition consideration | 759,393 | ||
Goodwill | $ 635,204 |
Business Combinations - Finite-
Business Combinations - Finite-Lived Intangible Assets (Details) - Signal Sciences Corp. $ in Thousands | Oct. 01, 2020USD ($) |
Business Acquisition [Line Items] | |
Total intangible assets acquired | $ 124,100 |
Estimated useful life (in years) | 6 years 7 months 6 days |
Customer relationships | |
Business Acquisition [Line Items] | |
Total intangible assets acquired | $ 69,100 |
Estimated useful life (in years) | 8 years |
Developed technology | |
Business Acquisition [Line Items] | |
Total intangible assets acquired | $ 49,500 |
Estimated useful life (in years) | 5 years |
Trade name | |
Business Acquisition [Line Items] | |
Total intangible assets acquired | $ 3,300 |
Estimated useful life (in years) | 3 years |
Backlog | |
Business Acquisition [Line Items] | |
Total intangible assets acquired | $ 2,200 |
Estimated useful life (in years) | 2 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 313,665 |
Net loss | $ (159,248) |
Balance Sheet Information - Pro
Balance Sheet Information - Property and equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 166,059 | $ 157,632 |
Accumulated depreciation and amortization | (67,451) | (61,653) |
Property and equipment, net | 98,608 | 95,979 |
Computer and networking equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 137,076 | 129,998 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,804 | 3,817 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,092 | 1,092 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 658 | 659 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,429 | 22,066 |
Property and equipment, net | $ 14,700 | $ 14,200 |
Balance Sheet Information - Nar
Balance Sheet Information - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 6,400 | $ 4,700 | |
Property and equipment, net | 98,608 | $ 95,979 | |
Finance lease, right-of-use asset, before accumulated amortization | 38,200 | 36,200 | |
Finance lease, right-of-use asset, accumulated amortization | 7,900 | 6,700 | |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 900 | $ 600 | |
Property and equipment, net | $ 14,700 | $ 14,200 |
Balance Sheet Information - Oth
Balance Sheet Information - Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Prepaid commissions | $ 21,086 | $ 19,332 |
Marketable securities | 29,930 | 20,448 |
Restricted cash | 893 | 893 |
Other assets | 5,014 | 4,692 |
Other assets | $ 56,923 | $ 45,365 |
Balance Sheet Information - Acc
Balance Sheet Information - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related benefits | $ 20,345 | $ 17,840 |
Sales and use tax payable | 6,378 | 6,274 |
Accrued acquisition-related costs | 370 | 2,208 |
Accrued colocation and bandwidth costs | 3,903 | 3,644 |
Other accrued liabilities | 5,324 | 4,368 |
Total accrued expenses | $ 36,320 | $ 34,334 |
Balance Sheet Information - O_2
Balance Sheet Information - Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue, current | $ 18,171 | $ 15,916 |
Accrued computer and networking equipment | 262 | 3,126 |
Liability for early-exercised stock options | 255 | 255 |
Other current liabilities | 348 | 380 |
Total other current liabilities | $ 19,036 | $ 19,677 |
Balance Sheet Information - O_3
Balance Sheet Information - Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue, non-current | $ 1,290 | $ 2,104 |
CARES Act payroll tax deferral | 1,676 | 1,676 |
Other long-term liabilities | 554 | 620 |
Total other long-term liabilities | $ 3,520 | $ 4,400 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Subleases, remaining lease terms (in years) | 4 years | |
Sublease income | $ 0.3 | $ 0.3 |
Lease not yet commenced, commitment amount | $ 2.3 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating (in years) | 1 year | |
Remaining lease terms, finance (in years) | 1 year | |
Lease not yet commenced, term of contract | 3 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating (in years) | 6 years | |
Remaining lease terms, finance (in years) | 6 years | |
Lease not yet commenced, term of contract | 5 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 6,352 | $ 4,935 |
Variable lease cost | 1,358 | 1,041 |
Short-term lease cost | 0 | 0 |
Total operating lease costs | 7,710 | 5,976 |
Amortization of assets under finance lease | 1,234 | 686 |
Interest | 330 | 119 |
Total finance lease costs | $ 1,564 | $ 805 |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Payments for operating leases liabilities included in cash from operating activities | $ 6,365 | $ 4,272 | |
Payments for finance leases interest included in cash from operating activities | 330 | 119 | |
Payments for finance leases liabilities included in cash from financing activities | 2,951 | 1,593 | |
Assets obtained in exchange for lease obligations: | |||
Operating leases | 8,824 | 2,380 | |
Finance leases | $ 2,009 | $ 1,990 | |
Weighted Average Remaining Lease Term (in years) | |||
Operating leases | 4 years 5 months 15 days | 4 years 5 months 8 days | |
Finance leases | 2 years 4 months 2 days | 2 years 6 months 3 days | |
Weighted Average Discount Rate | |||
Operating leases | 5.62% | 5.68% | |
Finance leases | 5.10% | 5.12% |
Leases - Lease Liability Maturi
Leases - Lease Liability Maturity (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Operating Leases | |
Remainder of 2021 | $ 23,861 |
2022 | 17,078 |
2023 | 11,330 |
2024 | 9,343 |
2025 | 8,915 |
Thereafter | 9,451 |
Total future minimum lease payments | 79,978 |
Less: imputed interest | (9,638) |
Total liability | 70,340 |
Finance Leases | |
Remainder of 2021 | 9,215 |
2022 | 10,169 |
2023 | 6,642 |
2024 | 60 |
2025 | 0 |
Thereafter | 0 |
Total future minimum lease payments | 26,086 |
Less: imputed interest | (1,528) |
Total liability | $ 24,558 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2020 | $ 635,590 |
Foreign currency translation and other adjustments | 55 |
Balance as of March 31, 2021 | $ 635,645 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ (11,019) | $ (5,656) |
Net carrying value | 116,011 | |
Gross carrying value | 127,398 | 127,398 |
Intangible assets, net | 116,379 | 121,742 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 69,100 | 69,100 |
Accumulated amortization | (4,319) | (2,053) |
Net carrying value | 64,781 | 67,047 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 49,500 | 49,500 |
Accumulated amortization | (4,950) | (2,475) |
Net carrying value | 44,550 | 47,025 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 3,300 | 3,300 |
Accumulated amortization | (550) | (275) |
Net carrying value | 2,750 | 3,025 |
Internet protocol addresses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 2,891 | 2,891 |
Accumulated amortization | (650) | (578) |
Net carrying value | 2,241 | 2,313 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 2,200 | 2,200 |
Accumulated amortization | (550) | (275) |
Net carrying value | 1,650 | 1,925 |
In-process research and development ("IPR&D") | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 368 | 368 |
Accumulated amortization | 0 | 0 |
Net carrying value | 368 | 368 |
Domain name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 39 | 39 |
Accumulated amortization | 0 | 0 |
Net carrying value | $ 39 | $ 39 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets (less than) | $ 5,363 | $ 36 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization of Intangible Assets (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 15,780 |
2022 | 20,765 |
2023 | 19,665 |
2024 | 18,830 |
2025 | 16,352 |
Thereafter | 24,619 |
Net carrying value | $ 116,011 |
Debt Instruments - Cash Collate
Debt Instruments - Cash Collateralized Revolving Credit Agreement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Nov. 04, 2020 | Nov. 30, 2019 | |
Debt Instrument [Line Items] | |||
Amount of debt outstanding | $ 20,300,000 | ||
Cash collateral for line of credit | $ 70,100,000 | ||
Line of Credit | Second Lien Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt facility, maximum borrowing amount | $ 70,000,000 | ||
Effective interest rate | 3.46% | ||
Line of credit, unused capacity, commitment fee percentage | 0.20% | ||
Line of Credit | Second Lien Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% |
Debt Instruments - Senior Secur
Debt Instruments - Senior Secured Credit Facilities Agreement (Details) | Feb. 16, 2021USD ($) | Mar. 31, 2021USD ($) | Nov. 04, 2020USD ($) |
Debt Instrument [Line Items] | |||
Amount of debt outstanding | $ 20,300,000 | ||
SVB Revolver | |||
Debt Instrument [Line Items] | |||
Debt facility, maximum borrowing amount | $ 100,000,000 | ||
Debt covenant, adjusted quick ratio, minimum requirement | 1.25 | ||
Debt covenant, adjusted quick ratio, minimum threshold to trigger revenue growth covenant requirement | 1.75 | ||
Transaction costs | $ 600,000 | ||
Amounts drawn on line of credit during the period | $ 0 | ||
Amount of debt outstanding | $ 0 | ||
SVB Revolver | Minimum | |||
Debt Instrument [Line Items] | |||
Line of credit, unused capacity, commitment fee percentage | 0.20% | ||
SVB Revolver | Maximum | |||
Debt Instrument [Line Items] | |||
Line of credit, unused capacity, commitment fee percentage | 0.25% | ||
SVB Revolver | LIBOR | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
SVB Revolver | LIBOR | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% |
Debt Instruments - Convertible
Debt Instruments - Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands | Mar. 05, 2021USD ($) | Mar. 31, 2021USD ($)day$ / shares | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||
Issuance of convertible note, net of issuance costs | $ | $ 930,775 | $ 0 | |
2026 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Issuance of convertible note, net of issuance costs | $ | $ 930,000 | ||
2026 Convertible Notes | Common Class A | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, conversion ratio | 0.0097272 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 102.80 | ||
2026 Convertible Notes | Fastly Conversion Option | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||
Debt instrument, convertible, threshold trading days | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | 30 | ||
2026 Convertible Notes | Holder Conversion Option One | Common Class A | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | ||
Debt instrument, convertible, threshold trading days | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | 30 | ||
2026 Convertible Notes | Holder Conversion Option Two | Common Class A | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 98.00% | ||
Debt instrument, convertible, threshold trading days | 5 | ||
Debt instrument, convertible, threshold consecutive trading days | 10 | ||
Convertible Debt | 2026 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Debt Instrument, face amount | $ | $ 948,800 | ||
Interest rate, stated percentage | 0.00% | ||
Debt instrument, face amount, additional principal issuable | $ | $ 123,800 | ||
Discount and transaction costs | $ | $ 18,800 | ||
Convertible Debt | 2026 Convertible Notes | Fastly Conversion Option | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 100.00% | ||
Convertible Debt | 2026 Convertible Notes | Fundamental Change | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption price, percentage | 100.00% |
Debt Instruments - Narrative (D
Debt Instruments - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Interest expense | $ 0.3 |
Line of Credit | |
Debt Instrument [Line Items] | |
Interest expense | 0.2 |
Finance Lease Obligations and Other Costs | |
Debt Instrument [Line Items] | |
Interest expense | $ 0.1 |
Debt Instruments - Schedule of
Debt Instruments - Schedule of Outstanding Debt (Details) - Convertible Debt - 2026 Convertible Notes $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Debt Instrument [Line Items] | |
Effective interest rate | 0.40% |
Principal amount | $ 948,750 |
Less: unamortized debt issuance costs | (18,459) |
Less: current portion of long-term debt | 0 |
Long-term debt, less current portion | $ 930,291 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2021 | $ 28,993 |
2022 | 16,830 |
2023 | 9,055 |
2024 | 42 |
2025 | 42 |
Thereafter | 46 |
Total | 55,008 |
Cost of Revenue Commitments | |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2021 | 21,712 |
2022 | 7,821 |
2023 | 55 |
2024 | 42 |
2025 | 42 |
Thereafter | 46 |
Total | 29,718 |
SaaS Agreements | |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2021 | 7,281 |
2022 | 9,009 |
2023 | 9,000 |
2024 | 0 |
2025 | 0 |
Thereafter | 0 |
Total | $ 25,290 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 27, 2020lawsuit |
Commitments and Contingencies Disclosure [Abstract] | |||
Sales and use tax liability | $ | $ 6.4 | $ 6.3 | |
Number of lawsuits consolidated | 2 | ||
Number of lawsuits | 1 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Preferred Stock (Details) | 3 Months Ended | ||
Mar. 31, 2021voteshares | Dec. 31, 2020shares | May 31, 2019vote$ / sharesshares | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.00002 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Common Class A | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 1,000,000,000 | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.00002 | ||
Common stock, voting rights (votes per share) | vote | 1 | 1 | |
Common stock, shares issued (in shares) | 104,900,000 | 103,400,000 | |
Common stock, shares outstanding (in shares) | 104,900,000 | 103,400,000 | |
Common Class B | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 94,100,000 | ||
Common stock, voting rights (votes per share) | vote | 10 | 10 | |
Common stock, shares issued (in shares) | 9,900,000 | 10,200,000 | |
Common stock, shares outstanding (in shares) | 9,900,000 | 10,200,000 | |
Sunset Trigger provision, percentage of Class A Common Stock | 10.00% |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plans (Details) - USD ($) | Oct. 01, 2020 | Oct. 31, 2020 | May 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Common Class A | Signal Sciences Corp. | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested stock options assumed (in shares) | 251,754 | 251,754 | |||
Shares issuable pursuant to the ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum deduction of eligible compensation | 15.00% | ||||
Maximum purchase value during offering period, per employee | $ 25,000 | ||||
Shares issuable pursuant to the ESPP | Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares reserved for future issuance (in shares) | 4,600,000 | 3,500,000 | |||
Common stock, shares available for future issuance (in shares) | 4,000,000 | 2,800,000 | |||
2011 Equity Incentive Plan | Common Class B | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares reserved for future issuance (in shares) | 23,600,000 | 23,600,000 | |||
Common stock, shares available for future issuance (in shares) | 0 | 0 | |||
2019 Equity Incentive Plan | Common Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares reserved for future issuance (in shares) | 25,100,000 | 19,400,000 | |||
Common stock, shares available for future issuance (in shares) | 18,200,000 | 12,800,000 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Pre-tax intrinsic value | $ 43,100 | $ 20,200 |
Vesting of early exercised stock options | $ 4,100 | $ 2,300 |
Granted (in shares) | 0 | 0 |
Stock-based compensation expense | $ 30,838 | $ 6,329 |
Unrecognized stock-based compensation cost | 23,300 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,700 | $ 1,800 |
Weighted-average period of recognition | 2 years 1 month 6 days | |
Stock options | 2011 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award expiration period | 10 years | |
Award vesting period | 4 years | |
Stock options | 2011 Equity Incentive Plan | First Year | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 25.00% | |
Stock options | 2011 Equity Incentive Plan | Remaining Period | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 36 months | |
Stock options | 2019 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award expiration period | 10 years | |
Award vesting period | 4 years | |
Stock options | 2019 Equity Incentive Plan | First Year | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 25.00% | |
Stock options | 2019 Equity Incentive Plan | Remaining Period | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 36 months |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||||
Options outstanding, beginning balance (in shares) | 6,963,000 | ||||
Granted (in shares) | 0 | 0 | |||
Exercised (in shares) | (600,000) | ||||
Cancelled/forfeited (in shares) | (83,000) | ||||
Options outstanding, ending balance (in shares) | 6,280,000 | 6,963,000 | |||
Options vested and exercisable (in shares) | 4,055,000 | ||||
Options unvested and exercisable (in shares) | 268,000 | ||||
Stock Options Weighted Average Exercise Price | |||||
Options outstanding, weighted average exercise price, beginning of period (in USD per share) | $ 5.67 | $ 5.63 | $ 5.67 | $ 5.63 | |
Granted, weighted average exercise price (in USD per share) | 0 | ||||
Exercised, weighted average exercise price (in USD per share) | 4.53 | ||||
Cancelled/forfeited, weighted average exercise price (in USD per share) | 11.03 | ||||
Options outstanding, weighted average exercise price, end of period (in USD per share) | $ 5.67 | $ 5.63 | |||
Vested and exercisable, weighted-average exercise price (in USD per share) | 3.97 | ||||
Unvested and exercisable, weighted-average exercise price (in USD per share) | $ 6.36 | ||||
Stock Option Activity, Additional Disclosures | |||||
Weighted-average remaining contractual period | 6 years 4 months 24 days | 6 years 8 months 12 days | |||
Vested and exercisable, weighted average contractual term | 5 years 8 months 12 days | ||||
Unvested and exercisable, weighted average contractual term | 7 years 6 months | ||||
Aggregate intrinsic value | $ 386,932 | $ 569,094 | |||
Vested and exercisable, aggregate intrinsic value | 256,732 | ||||
Unvested and exercisable, aggregate intrinsic value | $ 16,343 |
Stockholders' Equity - Early Ex
Stockholders' Equity - Early Exercise of Stock Options (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested shares (in shares) | 90,977 | 76,612 | 90,977 |
Number of Shares | |||
Beginning balance (in shares) | 90,977 | ||
Ending balance (in shares) | 76,612 | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested shares (in shares) | 77,000 | 77,000 | 91,000 |
Other long-term liabilities | $ 0.3 | $ 0.4 | |
Number of Shares | |||
Beginning balance (in shares) | 91,000 | ||
Early exercise of options (in shares) | 0 | ||
Vested (in shares) | (14,000) | ||
Repurchased (in shares) | 0 | ||
Ending balance (in shares) | 77,000 |
Stockholders' Equity - RSUs and
Stockholders' Equity - RSUs and Revest Shares (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 30,838 | $ 6,329 | |
Signal Sciences Corp. | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares held back for restricted stock awards, revesting period | 2 years | ||
Signal Sciences Corp. | Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares restricted for stock awards (in shares) | 896,499 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Stock-based compensation expense | $ 13,200 | $ 4,100 | |
Unrecognized stock-based compensation cost | $ 145,400 | ||
Weighted-average period of recognition | 2 years 11 months 12 days | ||
RSUs | First Year | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Award vesting percentage | 25.00% | ||
RSUs | Remaining Period | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 36 months | ||
Revest Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 11,000 | ||
Unrecognized stock-based compensation cost | $ 65,700 | ||
Weighted-average period of recognition | 1 year 6 months |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted, Revest, and Performance Shares (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RSUs | ||
Number of Shares | ||
Beginning balance (in shares) | 4,520,000 | |
Granted (in shares) | 405,000 | |
Vested (in shares) | (471,000) | |
Cancelled/forfeited (in shares) | (73,000) | |
Ending balance (in shares) | 4,381,000 | 4,520,000 |
Weighted-Average Grant Date Fair Value Per Share | ||
Beginning balance (in USD per share) | $ 30.01 | |
Granted (in USD per share) | 91.31 | |
Vested (in USD per share) | 24.96 | |
Forfeited (in USD per share) | 40.38 | |
Ending balance (in USD per share) | $ 36.06 | $ 30.01 |
Revest Shares | ||
Number of Shares | ||
Beginning balance (in shares) | 784,000 | |
Vested (in shares) | (112,000) | |
Cancelled/forfeited (in shares) | 0 | |
Ending balance (in shares) | 672,000 | 784,000 |
Weighted-Average Grant Date Fair Value Per Share | ||
Beginning balance (in USD per share) | $ 97.84 | |
Vested (in USD per share) | 97.84 | |
Forfeited (in USD per share) | ||
Ending balance (in USD per share) | $ 97.84 | $ 97.84 |
PSUs | ||
Number of Shares | ||
Beginning balance (in shares) | 88,000 | |
Granted (in shares) | 71,000 | 75,828 |
Vested (in shares) | (19,000) | |
Cancelled/forfeited (in shares) | (12,000) | (12,090) |
Ending balance (in shares) | 128,000 | 88,000 |
Weighted-Average Grant Date Fair Value Per Share | ||
Beginning balance (in USD per share) | $ 65.11 | |
Granted (in USD per share) | 102.06 | |
Vested (in USD per share) | 65.11 | |
Forfeited (in USD per share) | 65.11 | |
Ending balance (in USD per share) | $ 85.58 | $ 65.11 |
Stockholders' Equity - Performa
Stockholders' Equity - Performance-Based Restricted Stock Units (PSUs) (Details) - PSUs $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2021installmentshares | Mar. 31, 2020shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 71,000 | 75,828 | ||
Shares issued for each PSU, ratio | 1 | 1 | ||
Award vesting percentage | 25.00% | |||
Actual performance percentage | 172.00% | |||
Shares cancelled (in shares) | 12,000 | 12,090 | ||
Stock-based compensation expense | $ | $ 2.1 | |||
Unrecognized stock-based compensation cost | $ | $ 8.3 | |||
Weighted-average period of recognition | 1 year 9 months 18 days | |||
Performance Target One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target performance percentage | 90.00% | 90.00% | ||
Award vesting percentage | 50.00% | 50.00% | ||
Performance Target Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target performance percentage | 100.00% | 100.00% | ||
Award vesting percentage | 100.00% | 100.00% | ||
Performance Target Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Target performance percentage | 110.00% | 110.00% | ||
Award vesting percentage | 150.00% | 200.00% | ||
First Installment | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting percentage | 25.00% | |||
Remaining Installments | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting percentage | 6.25% | |||
Number of vesting installments | installment | 12 | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 70,680 | 87,918 | ||
Target performance percentage | 150.00% | 200.00% |
Stockholders' Equity - ESPP (De
Stockholders' Equity - ESPP (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contributions withheld for taxes | $ 3,400 | $ 2,200 |
Stock-based compensation expense | $ 30,838 | 6,329 |
Shares issuable pursuant to the ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum employee contribution as a percentage of salary | 15.00% | |
Offering period duration | 6 months | |
Purchase price of common stock, percent | 85.00% | |
Stock-based compensation expense | $ 1,200 | $ 700 |
Shares issued under ESPP (in shares) | 0 | 0 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value Assumptions - ESPP (Details) - Shares issuable pursuant to the ESPP - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (in dollars per share) | $ 24.07 | $ 6.02 |
Expected term (in years) | 5 months 26 days | 6 months |
Risk-free interest rate | 0.10% | 1.59% |
Expected volatility | 50.00% | 43.00% |
Dividend yield | 0.00% | 0.00% |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 30,838 | $ 6,329 |
Stock-based compensation capitalized to internal-use software | 374 | 248 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 1,186 | 615 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 7,958 | 1,671 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 5,008 | 1,483 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 16,686 | $ 2,560 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Narrative (Details) | Mar. 31, 2021vote | May 31, 2019vote |
Common Class A | ||
Class of Stock [Line Items] | ||
Common stock, voting rights (votes per share) | 1 | 1 |
Common Class B | ||
Class of Stock [Line Items] | ||
Common stock, voting rights (votes per share) | 10 | 10 |
Common Class B | Conversion Of Class B Common Stock To Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, conversion ratio | 1 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Computation of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | May 26, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Class of Stock [Line Items] | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 114,134,000 | 95,401,000 | |
Net loss per share attributable to common shareholders, basic and diluted (in USD per share) | $ (0.44) | $ (0.13) | |
Common Class A | |||
Class of Stock [Line Items] | |||
Net loss attributable to common stockholders | $ (46,184) | $ (8,196) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 104,002,000 | 65,210,000 | |
Net loss per share attributable to common shareholders, basic and diluted (in USD per share) | $ (0.44) | $ (0.13) | |
Shares issued (in shares) | 6,900,000 | ||
Common Class A | IPO | |||
Class of Stock [Line Items] | |||
Shares issued (in shares) | 12,900,000 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Net loss attributable to common stockholders | $ (4,499) | $ (3,794) | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 10,132,000 | 30,191,000 | |
Net loss per share attributable to common shareholders, basic and diluted (in USD per share) | $ (0.44) | $ (0.13) | |
Number of shares converted (in shares) | 53,600,000 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 20,859 | 13,422 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 6,280 | 10,101 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,381 | 2,702 |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 128 | 88 |
Revest shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 672 | 0 |
Early exercised stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 77 | 163 |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 183 |
Shares issuable pursuant to the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 92 | 185 |
Convertible senior notes (if-converted) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 9,229 | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income taxes | $ 169 | $ 819 |
Information About Revenue and_3
Information About Revenue and Geographic Areas (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | segment | 1 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 98,608 | $ 95,979 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 64,263 | 65,054 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 34,345 | $ 30,925 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Chief Financial Officer | May 05, 2021 |
Subsequent Event [Line Items] | |
Severance obligation, equivalent duration of salary | 9 months |
Severance obligation, continued health coverage period | 9 months |
Severance obligation, period after termination date for which equity awards vesting will be accelerated | 12 months |
Uncategorized Items - fsly-2021
Label | Element | Value |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | $ 893,000 |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | $ 0 |