Cover Page
Cover Page - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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, $0.00002 par value | |
Trading Symbol | FSLY | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 127 | |
Entity Central Index Key | 0001517413 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 348,463 | $ 143,391 |
Marketable securities, current | 198,116 | 374,581 |
Accounts receivable, net of allowance for credit losses of $5,562 and $5,029 as of March 31, 2023 and December 31, 2022, respectively | 85,344 | 89,578 |
Prepaid expenses and other current assets | 29,717 | 28,933 |
Total current assets | 661,640 | 636,483 |
Property and equipment, net | 179,922 | 180,378 |
Operating lease right-of-use assets, net | 60,615 | 68,440 |
Goodwill | 670,192 | 670,185 |
Intangible assets, net | 77,725 | 82,900 |
Marketable securities, non-current | 117,518 | 165,105 |
Other assets | 94,798 | 92,622 |
Total assets | 1,862,410 | 1,896,113 |
Current liabilities: | ||
Accounts payable | 4,668 | 4,786 |
Accrued expenses | 42,311 | 61,161 |
Finance lease liabilities, current | 24,763 | 28,954 |
Operating lease liabilities, current | 20,516 | 23,026 |
Other current liabilities | 32,942 | 34,394 |
Total current liabilities | 125,200 | 152,321 |
Long-term debt | 705,378 | 704,710 |
Finance lease liabilities, noncurrent | 10,858 | 15,507 |
Operating lease liabilities, noncurrent | 56,275 | 61,341 |
Other long-term liabilities | 6,144 | 7,076 |
Total liabilities | 903,855 | 940,955 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock | 2 | 2 |
Additional paid-in capital | 1,710,498 | 1,666,106 |
Accumulated other comprehensive loss | (5,594) | (9,286) |
Accumulated deficit | (746,351) | (701,664) |
Total stockholders’ equity | 958,555 | 955,158 |
Total liabilities and stockholders’ equity | $ 1,862,410 | $ 1,896,113 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,562 | $ 5,029 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 117,564 | $ 102,382 |
Cost of revenue | 57,310 | 53,915 |
Gross profit | 60,254 | 48,467 |
Operating expenses: | ||
Research and development | 37,431 | 40,437 |
Sales and marketing | 44,271 | 41,480 |
General and administrative | 25,827 | 29,554 |
Total operating expenses | 107,529 | 111,471 |
Loss from operations | (47,275) | (63,004) |
Interest income | 4,186 | 681 |
Interest expense | (1,213) | (1,622) |
Other expense | (250) | (279) |
Loss before income tax expense | (44,552) | (64,224) |
Income tax expense | 135 | 40 |
Net loss | $ (44,687) | $ (64,264) |
Net loss per share attributable to common stockholders, basic (in US dollar per share) | $ (0.36) | $ (0.54) |
Net loss per share attributable to common stockholders, diluted (in US dollar per share) | $ (0.36) | $ (0.54) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 125,418 | 119,673 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 125,418 | 119,673 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net loss | $ (44,687) | $ (64,264) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 84 | (187) |
Income (loss) on investments in available-for-sale-securities | 3,608 | (6,682) |
Total other comprehensive income (loss) | 3,692 | (6,869) |
Comprehensive loss | $ (40,995) | $ (71,133) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Common Stock Restricted Stock Units | Common Stock Issuance of restricted stock awards | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 118,811 | ||||||
Beginning balance at Dec. 31, 2021 | $ 1,013,953 | $ 2 | $ 1,527,468 | $ (2,627) | $ (510,890) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of vested stock options (in shares) | 1,351 | ||||||
Exercise of vested stock options | 3,048 | 3,048 | |||||
Issuance of restricted stock units/awards (in shares) | 577 | 38 | |||||
Stock-based compensation | 30,855 | 30,855 | |||||
Net loss | (64,264) | (64,264) | |||||
Other comprehensive income (loss) | (6,869) | (6,869) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 120,777 | ||||||
Ending balance at Mar. 31, 2022 | $ 976,723 | $ 2 | 1,561,371 | (9,496) | (575,154) | ||
Beginning balance (in shares) at Dec. 31, 2022 | 124,300 | 124,336 | |||||
Beginning balance at Dec. 31, 2022 | $ 955,158 | $ 2 | 1,666,106 | (9,286) | (701,664) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of vested stock options (in shares) | 43 | 44 | |||||
Exercise of vested stock options | $ 336 | 336 | |||||
Issuance of restricted stock units/awards (in shares) | 1,211 | ||||||
Issuance of restricted stock units | 0 | ||||||
Issuance of restricted stock units related to bonus program (in shares) | 1,193 | ||||||
Issuance of restricted stock units related to bonus program | 16,599 | 16,599 | |||||
Stock-based compensation | 27,457 | 27,457 | |||||
Net loss | (44,687) | (44,687) | |||||
Other comprehensive income (loss) | $ 3,692 | 3,692 | |||||
Ending balance (in shares) at Mar. 31, 2023 | 126,800 | 126,784 | |||||
Ending balance at Mar. 31, 2023 | $ 958,555 | $ 2 | $ 1,710,498 | $ (5,594) | $ (746,351) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (44,687) | $ (64,264) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 12,040 | 9,850 |
Amortization of intangible assets | 5,175 | 5,309 |
Non-cash lease expense | 6,115 | 5,914 |
Amortization of debt discount and issuance costs | 716 | 964 |
Amortization of deferred contract costs | 3,425 | 1,851 |
Stock-based compensation | 28,151 | 40,022 |
Provision for credit losses | 533 | 127 |
Loss on disposals of property and equipment | 251 | 268 |
Amortization and accretion of discounts and premiums on investments | 449 | 957 |
Other adjustments | (243) | 128 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,701 | (9,219) |
Prepaid expenses and other current assets | (634) | (2,111) |
Other assets | (7,212) | (2,451) |
Accounts payable | (175) | (2,492) |
Accrued expenses | (6,827) | 4,891 |
Operating lease liabilities | (5,750) | (5,632) |
Other liabilities | (3,889) | 2,698 |
Net cash used in operating activities | (8,861) | (13,190) |
Cash flows from investing activities: | ||
Purchases of marketable securities | 0 | (148,193) |
Sales of marketable securities | 0 | 2,301 |
Maturities of marketable securities | 227,211 | 240,547 |
Business acquisitions, net of cash acquired | 0 | (775) |
Purchases of property and equipment | (3,494) | (2,387) |
Proceeds from sale of property and equipment | 22 | 0 |
Capitalized internal-use software | (4,209) | (3,810) |
Net cash provided by investing activities | 219,530 | 87,683 |
Cash flows from financing activities: | ||
Repayments of finance lease liabilities | (8,645) | (7,159) |
Cash received for restricted stock sold in advance of vesting conditions | 0 | 10,655 |
Cash paid for early sale of restricted shares | 0 | (3,498) |
Proceeds from exercise of vested stock options | 336 | 3,048 |
Proceeds from employee stock purchase plan | 2,596 | 2,406 |
Net cash provided by (used in) financing activities | (5,713) | 5,452 |
Effects of exchange rate changes on cash, cash equivalents, and restricted cash | 116 | (219) |
Net increase in cash, cash equivalents, and restricted cash | 205,072 | 79,726 |
Cash, cash equivalents, and restricted cash at beginning of period | 143,541 | 166,961 |
Cash, cash equivalents, and restricted cash at end of period | 348,613 | 246,687 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 497 | 592 |
Cash paid for income taxes, net of refunds received | 182 | 174 |
Cash paid for finance lease interest | 633 | 591 |
Property and equipment additions not yet paid in cash | 1,368 | 9,084 |
Stock-based compensation capitalized to internal-use software | 1,286 | 1,415 |
Assets obtained in exchange for operating lease obligations | 1,324 | 2,088 |
Assets obtained in exchange for finance lease obligations | 0 | 19,374 |
Net non-cash change in operating lease assets and liabilities associated with modifications and terminations | 3,027 | 0 |
Prepaid capital equipment received | 1,413 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows: | ||
Cash and cash equivalents | 348,463 | 245,794 |
Restricted cash, current | 150 | 0 |
Restricted cash, non-current | 0 | 893 |
Total cash, cash equivalents, and restricted cash | $ 348,613 | $ 246,687 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
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 customers' applications as close to their end users as possible. As of March 31, 2023, the Company's edge network spans across 79 markets around the world. The Company was incorporated in Delaware in 2011 and is headquartered in San Francisco, California. As used herein, “Fastly,” “the Company,” “its” and similar terms include Fastly, Inc. and its subsidiaries, unless the context indicates otherwise. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements and footnotes have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistent in all material respects with those applied in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2023. The Company's condensed consolidated financial statements include its accounts and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company's condensed consolidated financial statements are unaudited but include all adjustments of a normal recurring nature necessary for a fair presentation of its quarterly results. The Company's condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Certain changes to presentation have been made to conform the prior period presentation to the current period reporting. The Company has made certain presentation changes to consolidate the interest paid on finance lease line into other liabilities working capital changes and components of the non-cash lease expense related to operating lease liability changes into operating lease liability working capital changes within operating cash flows in the consolidated statements of cash flows. Such reclassifications did not affect the condensed consolidated balance sheets, total revenues, operating income, net income, or cash flows from operating, investing or financing activities. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management 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 the Company's 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, internal-use software development costs, the incremental borrowing rate related to the Company’s lease liabilities, fair value of assets acquired and liabilities assumed during business combinations, useful lives of acquired intangible assets and property and equipment, fair value of the Company's reporting unit, 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 consolidated financial statements in the period of change and prospectively from the date of the change in estimate. Due to the Coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of March 31, 2023. These estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 that could result in material impacts to the Company's consolidated financial statements in future reporting periods. Significant Accounting Policies There have been no material changes to the Company's significant accounting policies as compared to those described in “Note 2 – Summary of Significant Accounting Policies” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Recently Adopted and Issued Accounting Pronouncements The Company has not adopted any new accounting pronouncements in the three months ended March 31, 2023. Other recently issued accounting pronouncements are not expected to have a material impact on its condensed consolidated financial statements. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company's cash, cash equivalents, and marketable securities primarily consisted of bank deposits, money market funds, investment-grade commercial paper, corporate notes and bonds, U.S. treasury securities, municipal securities, foreign government and supranational securities and asset-backed securities held at major financial institutions that the Company believes to be of high credit standing. The primary focus of its investment strategy is to preserve capital and meet liquidity requirements. The Company's investment policy limits the amount of credit exposure with any one financial institution or commercial issuer. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets. While the Company has not experienced any losses in such accounts and the Company has historically maintained its cash in multiple financial institutions, the recent failure of Silicon Valley Bank (“SVB”), at which the Company held cash and cash equivalents in multiple accounts, exposed the Company to limited credit risk prior to the completion by the Federal Deposit Insurance Corporation (“FDIC”) of the resolution of SVB in a manner that fully protected all depositors. Concentrations of credit risk with respect to accounts receivable are primarily limited to certain customers to which the Company makes substantial sales. The Company's customer base consists of a large number of geographically dispersed customers diversified across several industries. In the three months ended March 31, 2023 and March 31, 2022, no single customer accounted for more than 10% of revenue. Affiliated customers that are business units of a single company in the streaming entertainment space generated an aggregate of 10% and 12% of the Company's revenue for the three months ended March 31, 2023 and March 31, 2022, respectively. As of March 31, 2023, one customer accounted for more than 10% of the total accounts receivable balance. As of December 31, 2022, no single customer accounted for more than 10% of the total accounts receivable balance . The same affiliated customers, as referenced earlier on in the paragraph, accounted for an aggregate of 13% and 15% of the Company's accounts receivable balance as of March 31, 2023 and December 31, 2022 respectively. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue 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 both the three months ended March 31, 2023 and March 31, 2022. The following table presents the Company's net revenue by geographic region: Three months ended March 31, 2023 2022 (in thousands) United States $ 85,364 $ 75,614 Asia Pacific 16,431 11,720 Europe 10,515 9,353 All other 5,254 5,695 Total revenue $ 117,564 $ 102,382 The majority of the Company's revenue is derived from enterprise customers. In the first quarter of 2023, the Company updated its methodology (“new methodology”) by which it calculates its customer count metrics, including Total Customer Count, Enterprise Customer Count and associated metrics. Under the prior methodology, enterprise customers is defined as customers with revenue in excess of $100,000 over the trailing 12-month period. The following table presents the Company's net revenue for enterprise and non-enterprise customers based on the prior methodology: Three months ended March 31, 2023 2022 (in thousands) Enterprise customers $ 106,058 $ 91,101 Non-enterprise customers 11,506 11,281 Total revenue $ 117,564 $ 102,382 Under the new methodology, enterprise customers is defined as customers with annualized current quarter revenue in excess of $100,000. This is calculated by taking the sum of revenue for each customer within the quarter and multiplying it by four. The following table presents the Company's net revenue for enterprise and non-enterprise customers based on the new methodology: Three months ended March 31, 2023 2022 (in thousands) Enterprise customers $ 107,373 $ 92,512 Non-enterprise customers 10,191 9,870 Total revenue $ 117,564 $ 102,382 Contract balances The timing of revenue recognition may differ from the timing of invoicing to customers. The Company has an unconditional right to consideration when it invoices its customers and records a receivable. The Company records a contract asset, or a receivable, when revenue is recognized prior to invoicing. The Company records a contract liability, or 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 the Company's 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. The Company's payment terms and conditions vary by contract type, and generally range from 30 to 90 days. The following table presents the Company's contract assets and contract liabilities as of March 31, 2023 and as of December 31, 2022: As of March 31, 2023 As of December 31, 2022 (in thousands) Contract assets $ 371 $ 19 Contract liabilities $ 26,756 $ 30,544 The following table presents the revenue recognized during the three months ended March 31, 2023 and 2022 from amounts included in the contract liability at the beginning of the period: Three months ended March 31, 2023 2022 (in thousands) Revenue recognized in the period from amounts included in contract liability at the beginning of the period $ 12,221 $ 9,238 Remaining performance obligations As of March 31, 2023, the aggregate amount of the transaction price in our contracts allocated to remaining performance obligations that are unsatisfied or partially unsatisfied was $242.4 million. This amount includes future committed revenue for periods within current contracts with customers, as well as deferred revenue arising from consideration invoiced for which the related performance obligations have not been satisfied. The Company has elected to not provide certain information about its remaining performance obligations for service contracts with an original contract duration of one year or less. As of March 31, 2023, the Company expects to recognize approximately 80% of its remaining performance obligations over the next 12 months. The Company's typical contractual term with its customers is one year, although terms may vary by contract. Costs to obtain a contract As of March 31, 2023 and December 31, 2022, the Company's costs to obtain contracts were as follows: As of March 31, As of December 31, 2023 2022 (in thousands) Deferred contract costs, net $ 54,701 $ 50,523 |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements The Company's total cash, cash equivalents and marketable securities consisted of the following: As of March 31, As of December 31, 2023 2022 (in thousands) Cash and cash equivalents: Cash $ 69,959 $ 46,516 Money market funds 278,504 96,875 Total cash and cash equivalents (1) $ 348,463 $ 143,391 Marketable securities: U.S. Treasury securities $ 131,678 $ 287,988 Corporate notes and bonds 64,195 71,744 Asset-backed securities — 175 Municipal securities 2,243 2,221 Foreign government and supranational securities — 12,453 Total marketable securities, current (2) $ 198,116 $ 374,581 Corporate notes and bonds 101,776 140,949 Asset-backed securities 15,742 24,156 Total marketable securities, non-current (3) $ 117,518 $ 165,105 Total marketable securities $ 315,634 $ 539,686 Total cash, cash equivalents and marketable securities $ 664,097 $ 683,077 (1) The Company's cash equivalents include investments with an original maturity date of three months or less. (2) The Company classifies its marketable securities as current, where it intends to hold the securities for less than 12 months. (3) The Company classifies its marketable securities are non-current, where it intends to hold the securities for longer than 12 months. 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, 2023 and December 31, 2022: As of March 31, 2023 Amortized Gross Gross Fair (in thousands) U.S. Treasury securities $ 133,034 $ — $ (1,356) $ 131,678 Corporate notes and bonds 169,437 — (3,466) 165,971 Asset-backed securities 15,881 — (139) 15,742 Municipal securities 2,321 — (78) 2,243 Total available-for-sale investments $ 320,673 $ — $ (5,039) $ 315,634 As of December 31, 2022 Amortized Gross Gross Fair (in thousands) U.S. Treasury securities $ 291,685 $ — $ (3,697) $ 287,988 Corporate notes and bonds 217,187 — (4,494) 212,693 Asset-backed securities 24,617 — (286) 24,331 Municipal securities 2,322 — (101) 2,221 Foreign government and supranational securities 12,522 — (69) 12,453 Total available-for-sale investments $ 548,333 $ — $ (8,647) $ 539,686 There were no material realized gains or losses from sales of marketable securities that were reclassified out of accumulated other comprehensive income (loss) into other income during the three months ended March 31, 2023 and 2022. There were 61 securities in a continuous loss position for 12 months or longer as of March 31, 2023 and 76 securities in a continuous loss position for 12 months or longer as of December 31, 2022. Investments are reviewed periodically to identify possible other-than-temporary impairments. For the three months ended March 31, 2023 and 2022, the Company did not record any impairment charges for its marketable debt securities in its condensed consolidated statements of operations. No impairment loss has been recorded on the securities as the Company does not intend to sell any impaired securities, nor is it more likely than not that the Company would be required to sell impaired securities before recovery of amortized cost basis. Furthermore, the Company has determined that the decline in fair value of the investment is not due to credit related factors. Fair Value of Financial Instruments For certain of the Company's 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. The Company measures its cash equivalents, marketable securities, and restricted cash at fair value. The Company classifies its cash equivalents, marketable securities and restricted cash within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The Company classifies its investments, which are comprised of corporate notes and bonds, U.S. treasury securities, foreign government and supranational securities and asset-backed securities within Level 2 of the fair value hierarchy because the fair value of these securities is priced by using inputs based on non-binding market consensus prices that are primarily corroborated by observable market data or quoted market prices for similar instruments. 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, 2023 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 278,504 $ — $ — $ 278,504 Total cash equivalents 278,504 — — 278,504 Marketable securities: Corporate notes and bonds — 165,971 — 165,971 U.S. Treasury securities — 131,678 — 131,678 Municipal securities — 2,243 — 2,243 Asset-backed securities — 15,742 — 15,742 Foreign government and supranational securities — — — — Total marketable securities — 315,634 — 315,634 Restricted cash: Restricted cash, current 150 — — 150 Total restricted cash 150 — — 150 Total financial assets $ 278,654 $ 315,634 $ — $ 594,288 As of December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 96,875 $ — $ — $ 96,875 Total cash equivalents 96,875 — — 96,875 Marketable securities: U.S. Treasury securities — 287,988 — 287,988 Corporate notes and bonds — 212,693 — 212,693 Asset-backed securities — 24,331 — 24,331 Municipal securities — 2,221 — 2,221 Foreign government and supranational securities — 12,453 — 12,453 Total marketable securities — 539,686 — 539,686 Restricted cash: Restricted cash, current 150 — — 150 Total restricted cash 150 — — 150 Total financial assets $ 97,025 $ 539,686 $ — $ 636,711 Restricted cash was $0.2 million as of both March 31, 2023 and December 31, 2022. The restricted cash balance consisted of letters of credit related to lease arrangements that were collateralized by the Company's cash. The amounts as of March 31, 2023 and December 31, 2022, were both classified as current on the Company's condensed consolidated balance sheets. 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, 2023 and 2022. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Glitch, Inc. On May 18, 2022, the Company acquired 100% of the voting equity interest of Glitch, Inc. (“Glitch”), a software company specializing in developer project management tools, for $34.9 million in cash, of which $8.0 million has been held back as security for indemnification claims under the terms of the merger agreement (“Holdback”). The Holdback will be distributed to the shareholders of Glitch between 12 and 24 months following the acquisition closing date. The acquisition expands the Company's brand awareness within the developer community and bolster the Company's existing product offerings by making it easier to innovate at a layer in the Company's software stack. The Company accounted for the transaction as a business combination. The purchase price was allocated based on the estimated fair value of the identified intangible assets of $2.0 million, cash of $1.6 million and other net assets of $0.6 million, and goodwill of $32.6 million. The goodwill was primarily attributed to the value of synergies created with the acquisition of Glitch's technology offering. Goodwill is not deductible for income tax purposes. The fair values assigned to tangible and intangible 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 provisional measurements of fair value for income taxes payable and deferred taxes may be subject to change as additional information is received and certain tax returns are finalized. The Company expects to finalize the fair value measurements as soon as practicable, but not later than one year from the acquisition date. Identifiable finite-lived intangible assets were comprised of the following (in thousands): Total Estimated useful life (in years) Developed technology $ 630 4 Customer relationships 760 3 Trade name 610 4 Total intangible assets acquired $ 2,000 For both the three months ended March 31, 2023 and 2022, we did not incur any acquisition-related expenses. The acquired intangible assets have a total weighted average amortization period of 3.6 years. From the date of the acquisition, the financial results of Glitch have been included in and are not material to the Company’s condensed consolidated financial statements. Pro forma revenue and results of operations have not been presented because the historical results are not material to the condensed consolidated financial statements in any period presented. |
Balance Sheet Information
Balance Sheet Information | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 (in thousands) Computer and networking equipment $ 227,480 $ 225,009 Leasehold improvements 8,367 8,374 Furniture and fixtures 1,892 1,792 Office equipment 1,175 1,176 Internal-use software 71,983 66,488 Property and equipment, gross $ 310,897 $ 302,839 Accumulated depreciation and amortization (130,975) (122,461) Property and equipment, net $ 179,922 $ 180,378 Depreciation on property and equipment for the three months ended March 31, 2023 and 2022 was approximately $12.0 million and $9.9 million, respectively. Included in these amounts was amortization expense for capitalized internal-use software costs of approximately $2.9 million and $1.5 million for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the unamortized balance of capitalized internal-use software costs on the Company's condensed consolidated balance sheets was approximately $48.1 million and $45.5 million, respectively. The Company leases certain networking equipment from various third parties through equipment finance leases. The Company's networking equipment assets as of March 31, 2023 and December 31, 2022, included a total of $76.7 million and $77.3 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 $31.2 million and $28.1 million as of March 31, 2023 and December 31, 2022, respectively. Other Assets Other assets consisted of the following: As of March 31, As of December 31, 2023 2022 (in thousands) Deferred contract costs, net $ 54,701 $ 50,523 Advance payment for purchase of property and equipment 35,968 37,013 Other assets 4,129 5,086 Total other assets $ 94,798 $ 92,622 Accrued Expenses Accrued expenses consisted of the following: As of March 31, As of December 31, 2023 2022 (in thousands) Accrued compensation and related benefits $ 19,392 $ 20,204 Accrued bonus 381 15,818 Accrued colocation and bandwidth costs 10,735 10,448 Other tax liabilities 6,511 8,698 Other accrued liabilities 5,292 5,993 Total accrued expenses $ 42,311 $ 61,161 Other Current Liabilities Other current liabilities consisted of the following: As of March 31, As of December 31, 2023 2022 (in thousands) Deferred revenue $ 24,600 $ 28,047 Accrued computer and networking equipment 2,479 1,467 Holdback payable 4,013 4,013 Other current liabilities 1,850 867 Total other current liabilities $ 32,942 $ 34,394 Accumulated Other Comprehensive Income (Loss) For the three and three months ended March 31, 2023 and 2022, components of accumulated other comprehensive (loss) income, net of taxes, were as follows (in thousands): Foreign Currency Translation Available-for-sale investments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2022 $ (577) $ (8,709) $ (9,286) Other comprehensive income (loss) 84 3,608 3,692 Balance, March 31, 2023 $ (493) $ (5,101) $ (5,594) Foreign Currency Translation Available-for-sale investments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2021 $ (385) $ (2,242) $ (2,627) Other comprehensive income (loss) (187) (6,682) (6,869) Balance, March 31, 2022 $ (572) $ (8,924) $ (9,496) |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for corporate offices and data centers (“colocation” leases), and finance leases for networking equipment. The Company's operating leases have remaining lease terms ranging from less than 1 year to 7 years, some of which include options to extend the leases. The Company's finance leases have remaining lease terms ranging from less than 1 year to 2 years. The Company also subleases a portion of its corporate office spaces. The Company's subleases have average remaining lease terms of 2.2 years. The Company's sublease income was $0.3 million and $0.3 million for the three months ended March 31, 2023, and 2022, respectively. The components of lease cost were as follows: Three months ended March 31, 2023 2022 (in thousands) Operating lease costs: Operating lease cost $ 7,201 $ 6,802 Variable lease cost 3,576 2,772 Total operating lease costs $ 10,777 $ 9,574 Finance lease costs: Amortization of assets under finance lease $ 3,623 $ 3,263 Interest 439 655 Total finance lease costs $ 4,062 $ 3,918 The short-term lease costs were not material for the three months ended March 31, 2023, and 2022. The Company did not recognize any impairment on its operating lease right-of-use assets for either of the three months ended March 31, 2023, and 2022. As of March 31, As of December 31, 2023 2022 Weighted Average Remaining Lease Term (in years): Operating leases 4.05 4.09 Finance leases 1.53 1.74 Weighted Average Discount Rate: Operating leases 5.67 % 5.36 % Finance leases 4.72 % 4.73 % Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows: Operating Leases Finance Leases (in thousands) Remainder of 2023 $ 19,358 $ 21,008 2024 18,999 14,282 2025 18,033 1,618 2026 17,142 — 2027 9,843 — Thereafter 2,937 — Total future minimum lease payments $ 86,312 $ 36,908 Less: imputed interest (9,521) (1,287) Total liability $ 76,791 $ 35,621 |
Leases | Leases The Company has operating leases for corporate offices and data centers (“colocation” leases), and finance leases for networking equipment. The Company's operating leases have remaining lease terms ranging from less than 1 year to 7 years, some of which include options to extend the leases. The Company's finance leases have remaining lease terms ranging from less than 1 year to 2 years. The Company also subleases a portion of its corporate office spaces. The Company's subleases have average remaining lease terms of 2.2 years. The Company's sublease income was $0.3 million and $0.3 million for the three months ended March 31, 2023, and 2022, respectively. The components of lease cost were as follows: Three months ended March 31, 2023 2022 (in thousands) Operating lease costs: Operating lease cost $ 7,201 $ 6,802 Variable lease cost 3,576 2,772 Total operating lease costs $ 10,777 $ 9,574 Finance lease costs: Amortization of assets under finance lease $ 3,623 $ 3,263 Interest 439 655 Total finance lease costs $ 4,062 $ 3,918 The short-term lease costs were not material for the three months ended March 31, 2023, and 2022. The Company did not recognize any impairment on its operating lease right-of-use assets for either of the three months ended March 31, 2023, and 2022. As of March 31, As of December 31, 2023 2022 Weighted Average Remaining Lease Term (in years): Operating leases 4.05 4.09 Finance leases 1.53 1.74 Weighted Average Discount Rate: Operating leases 5.67 % 5.36 % Finance leases 4.72 % 4.73 % Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows: Operating Leases Finance Leases (in thousands) Remainder of 2023 $ 19,358 $ 21,008 2024 18,999 14,282 2025 18,033 1,618 2026 17,142 — 2027 9,843 — Thereafter 2,937 — Total future minimum lease payments $ 86,312 $ 36,908 Less: imputed interest (9,521) (1,287) Total liability $ 76,791 $ 35,621 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The changes in the carrying amount of goodwill for the three months ended March 31, 2023 are as follows: Three months ended March 31, 2023 (in thousands) Balance as of December 31, 2022 $ 670,185 Foreign currency translation and other adjustments 7 Balance as of March 31, 2023 $ 670,192 The Company did not record an impairment charge on goodwill during both the three months ended March 31, 2023 or 2022. Intangible Assets, net As of March 31, 2023 and December 31, 2022, the Company's intangible assets consisted of the following: As of March 31, 2023 As of December 31, 2022 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value (in thousands) Intangible assets: Customer relationships $ 69,860 $ (21,805) $ 48,055 $ 69,860 $ (19,582) $ 50,278 Developed technology 50,130 (24,881) 25,249 50,130 (22,367) 27,763 Trade names 3,910 (2,877) 1,033 3,910 (2,564) 1,346 Internet protocol addresses 4,984 (1,596) 3,388 4,984 (1,471) 3,513 Backlog — — — 2,200 (2,200) — Total intangible assets $ 128,884 $ (51,159) $ 77,725 $ 131,084 $ (48,184) $ 82,900 The Company's customer relationships, developed technology, trade names, backlog and internet protocol addresses represent intangible assets subject to amortization. Amortization expense was $5.2 million and $5.3 million for the three months ended March 31, 2023 and 2022, respectively. The Company did not purchase any intangible assets during both the three months ended March 31, 2023 and 2022. The Company did not record any impairment charges on its intangible assets during both the three months ended March 31, 2023 and 2022. The expected amortization expense of intangible assets subject to amortization as of March 31, 2023 is as follows: As of March 31, 2023 (in thousands) Remainder of 2023 $ 15,249 2024 19,599 2025 16,976 2026 9,193 2027 9,051 Thereafter 7,657 Total $ 77,725 |
Debt Instruments
Debt Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Instruments | Debt Instruments Senior Secured Credit Facilities Agreement On February 16, 2021, the Company entered into a Senior Secured Credit Facilities Agreement (“Credit Agreement”) with SVB for an aggregate commitment amount of $100.0 million with a maturity date of February 16, 2024. The Company recorded $0.6 million of debt issuance costs associated with the Credit Agreement in other assets on the Company's condensed consolidated balance sheet. 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. The agreement allows for an alternative rate to be used. In addition, the Company's Credit Agreement contains a financial covenant that requires the Company 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 the Company's consolidated adjusted quick ratio falls below 1.75 to 1:00 on the last day of any fiscal quarter. The Credit Agreement requires the Company to comply with these affirmative and negative covenants. As of March 31, 2023, the Company was in compliance with all of its covenants. During the three months ended March 31, 2023 and 2022, no amounts were drawn down on the Company's Credit Agreement. As of March 31, 2023 and December 31, 2022, no amounts were outstanding under the Credit Agreement. Convertible Senior Notes On March 5, 2021, the Company issued approximately $948.8 million aggregate principal amount of 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 Rule 144A 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. The Company may not redeem the Notes prior to March 20, 2024. On or after March 20, 2024, the Company may redeem for cash, all or any portion of the Notes, at the Company's option, at a redemption price equal to 100% of the principal amount of the 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 the Company's Class A 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 the Company provides 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 the Company's 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 the Company's 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 the Company's common stock and the conversion rate on each such trading day; (iii) if the Company calls 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, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company's election. The initial conversion rate is 9.7272 shares of common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $102.80 per share of 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 the Company delivers a notice of redemption in respect of the Notes, the Company 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 the Company after which the Notes become automatically due and payable. If the Company undergoes 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 the Company 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. The Company evaluated the terms of its debt and concluded that the instrument does not require separation and that there were no other derivatives that required separation. As such, the Company has combined these features with the host contract and the Company accounts for its convertible debt as a single liability in long-term debt on its condensed consolidated balance sheet. The initial purchasers' discounts and transaction costs of $18.6 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, 2023, the conversion conditions had not been met and therefore the Notes were not yet convertible. On May 25, 2022, the Company entered into separate, privately negotiated transactions with certain holders of the Notes to repurchase (the “Repurchases”) approximately $235.0 million aggregate principal amount of the Notes for an aggregate cash repurchase price of approximately $176.4 million. The Repurchases closed on May 31, 2022. The Repurchases were accounted for as a debt extinguishment that resulted in a net gain of $54.4 million, which was recorded as non-operating income on the Company's condensed consolidated statement of operations in the three months ended June 30, 2022. The following table reflects the carrying values of the debt agreements as of March 31, 2023 and December 31, 2022: As of March 31, 2023 As of December 31, 2022 (in thousands) (in thousands) Convertible Senior notes (effective interest rate of 0.40%) Principal amount $ 713,753 $ 713,753 Less: unamortized debt issuance costs (8,375) (9,043) Less: current portion of long-term debt — — Long-term debt, less current portion $ 705,378 $ 704,710 For the three months ended March 31, 2023 and 2022, interest expense related to the Company's debt obligations was $0.8 million and $1.0 million, respectively. As of March 31, 2023 and December 31, 2022, the total estimated fair value of the Notes were $566.0 million and $517.5 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of March 31, 2023, the Company 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 and other third-party vendors). The Company also has non-cost of revenue long-term commitments for various non-cancelable software as a service and managed services agreements. Aside from the Company's finance and operating lease commitments, including its colocation operating commitments, which have been disclosed in Note 7—Leases, the minimum future commitments related to its purchase commitments as of March 31, 2023 were as follows: Cost of Revenue Commitments Operating Expense Commitments Total Purchase Commitments (in thousands) Remainder of 2023 $ 27,347 $ 14,129 $ 41,476 2024 12,573 2,617 15,190 2025 367 1,135 1,502 2026 204 88 292 2027 111 — 111 Thereafter 32 — 32 Total $ 40,634 $ 17,969 $ 58,603 In addition to the commitments disclosed above, as of March 31, 2023, the Company has $3.0 million of long-term purchase obligations under contracts for capital expenditures and $1.2 million for other long-term contracts. Sales and Use Tax The Company conducts its 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 the Company's operations. The Company is subject to indirect taxes, and may be subject to certain other taxes, in some of these jurisdictions. Historically, the Company has not billed or collected these taxes and, in accordance with GAAP, the Company has recorded a provision for its 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, the Company has recorded a liability of $5.7 million and $7.6 million as of March 31, 2023 and December 31, 2022, respectively. These estimates are based on several key assumptions, including the taxability of the Company's products, the jurisdictions in which the Company believes it has nexus and the sourcing of revenues to those jurisdictions. In the event these jurisdictions challenge the Company's assumptions and analysis, its actual exposure could differ materially from its current estimates. Legal Matters From time to time, the Company has been and may be subject to legal proceedings and claims. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues for contingencies when it believes that a loss is probable and that the Company can reasonably estimate the amount of any such loss. The Company is not presently a party to any legal proceedings that, if determined adversely to it, would individually or taken together have a material effect on the Company's business, results of operations, financial condition, or cash flows. As of March 31, 2023, the Company has not recorded any significant accruals for loss contingencies associated with such legal proceedings, determined that an unfavorable outcome is probable or reasonably possible, or determined that the amount or range of any possible loss is reasonably estimable. Indemnification The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company agrees to indemnify, hold harmless, and reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with its 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 the Company's security or data protection obligations, or its 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 the Company could be required to make under these indemnification agreements is unlimited; however, the Company carries insurance that covers certain third-party claims relating to the Company's services and could limit its exposure in that respect. The Company has agreed to indemnify each of its 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. The Company has director and officer insurance policies that may limit its exposure and may enable it to recover a portion of certain future amounts paid. To date, the Company has not encountered material costs as a result of such indemnification obligations and has not accrued any related liabilities in its financial statements. In assessing whether to establish an accrual, the Company considers 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, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity Equity Incentive Plans The Company maintains four equity incentive plans: the 2019 Equity Incentive Plan (the “2019 Plan”), 2011 Equity Incentive Plan (“2011 Plan”), Employee Stock Purchase Plan and the Signal Sciences Corp. 2014 Stock Option and Grant Plan, as amended (the “Signal Plan”). The 2019 Plan became effective in May 2019 and replaced the 2011 Plan. The Company's 2019 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock awards, performance-based stock awards (“PSUs”), and other forms of equity compensation, which are collectively referred to as stock awards to its employees, directors, and consultants. The Signal Plan includes 251,754 registered shares which can be exercised to purchase shares of Fastly’s Class A common stock (“common stock”). As of March 31, 2023 and December 31, 2022, there were 13.1 million and 9.6 million common stock available for issuance under the 2019 Plan, respectively. As of March 31, 2023 and December 31, 2022, 126.8 million and 124.3 million shares of common stock were issued and outstanding, respectively. Stock Options Options granted under the 2011 Plan and 2019 Plan are exercisable for 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, 2023: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2022 2,443 6.01 4.7 $ 7,674 Granted — — Exercised (43) 7.69 Cancelled/forfeited (38) 6.87 Outstanding at March 31, 2023 2,362 5.97 4.4 $ 28,088 Vested and exercisable at March 31, 2023 2,335 5.85 4.4 $ 28,031 During the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense from stock options of approximately $0.7 million and $1.7 million, respectively. Restricted Stock Units (“RSUs”) The Company 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 three three The following table summarizes RSU activity during the three months ended March 31, 2023: Number of Shares Weighted-Average (in thousands) Unvested RSUs as of December 31, 2022 11,990 $ 20.10 Granted 2,725 13.95 Vested (2,363) 17.83 Cancelled/forfeited (553) 22.31 Unvested RSUs as of March 31, 2023 11,799 $ 19.03 During the three months ended March 31, 2023 and 2022, the Company recognized stock-based compensation expense related to RSUs of $23.6 million and $21.8 million, respectively. Stock Subject to Revest (“Revest Shares”) In conjunction with a prior acquisition in fiscal 2020, a restriction was placed on 896,499 shares belonging to the three co-founders which are subject to revesting on a quarterly basis over a 2-year period. On January 24, 2022, the Company entered into an agreement with certain holders of restricted stock, who had sold their awards in advance of their vesting conditions, in order to return the proceeds associated with the remaining 224,124 unvested shares as of December 31, 2021. These stockholders are eligible to continue vesting under the original agreements as long as they have continued service as either an employee or consultant. On January 31, 2022, the Company received $10.7 million from these stockholders related to the settlement of the matter, which the Company classified as unrestricted cash on its condensed consolidated balance sheets. This amount will similarly be returned to the holders in accordance with the vesting under the original agreements. Correspondingly, the Company reclassified the award from equity to liability as the award will now be settled for the fixed monetary amount received, rather than a release of the restrictions on shares. The modification did not result in any incremental expense to be recognized. In February 2022, one of the stockholders had a change in employment status and the Company accelerated the remaining stock-based compensation associated with his awards on his last day of service as an employee as his services under the modified arrangement were not substantive. For the three months ended March 31, 2022, the Company recognized stock-based compensation expense of $5.6 million associated with the modification of these awards. For the three months ended March 31, 2023, the Company did not recognize any stock-based compensation expense associated with the modification of these awards. For the three months ended March 31, 2022, the Company recognized in total stock-based compensation expense related to revest shares of $12.9 million. The Company did not recognize any stock-based compensation expense related to revest shares for the three months ended March 31, 2023 as those awards were fully vested as of December 31, 2022. Performance-Based Restricted Stock Units (“PSUs”) Performance stock awards for executive officers (“Executive PSUs”) In February 2022, pursuant to the Company's 2019 Equity Incentive Plan, the Company granted certain employees shares of PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company's operating plan for the fiscal year 2022. The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees' requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period. On March 29, 2023, pursuant to the Company's 2019 Equity Incentive Plan, the Company granted certain employees shares of PSUs, which are to vest based on the level of achievement of certain Company-wide targets related to the Company's operating plan for the fiscal year 2023. The Company has accounted for these awards as equity-based awards and will recognize stock-based compensation expense over the employees' requisite service period based on the expected attainment of the Company-wide targets as of the end of each reporting period. Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Nonvested PSUs as of December 31, 2022 267 $ 28.16 Granted 643 16.56 Vested (41) 28.16 Cancelled/forfeited (47) 28.16 Nonvested PSUs as of March 31, 2023 822 $ 19.08 For the three months ended March 31, 2023 and 2022, the Company recognized $0.3 million and $0.5 million of stock-based compensation expense associated with these awards, respectively. Company-wide Bonus Program (“Bonus Program”) On February 11, 2022, the Compensation Committee approved a company-wide bonus program, including performance targets, to most of the Company's employees on active payroll in fiscal year 2022. Shares awarded under the program were paid out in February 2023 in fully vested RSUs and based on the final attainment of Company-wide performance targets which were tied to its operating plan for fiscal year 2022. The Company recognized stock-based compensation expense over the employees requisite service period, based on the final attainment of the Company-wide targets. In February 2023, the Company paid out the bonus liability associated with the 2022 in 1.2 million of restricted stock units, and correspondingly recorded a charge to additional paid-in-capital of $16.6 million. On March 29, 2023, the Compensation Committee approved a company-wide bonus program, including performance targets, for the current fiscal year to most of the Company's employees on active payroll in fiscal year 2023. Shares awarded under the program will be in fully vested RSUs and will be based on the final attainment of Company-wide performance targets which are tied to its operating plan for fiscal year 2023. The payout of the 2023 Company-wide bonus program will vary linearly between 50%, 100% and 150% based on the achievement of these targets. Employees are required to be employed through the payout date to earn the awards. The Company has accounted for these awards as liability-based awards, since the monetary value of the obligation associated with the award is based predominantly on a fixed monetary amount known at inception, and it has an unconditional obligation that it must or may settle by issuing a variable number of its equity shares. The Company is recognizing the stock-based compensation expense over the employees requisite service period, based on the expected attainment of the Company-wide targets as of the end of each reporting period. During the three months ended March 31, 2023 and 2022, the Company recognized $2.0 million and $3.3 million, respectively, of stock-based compensation expense associated with the 2022 and 2023 Bonus Programs. Market-Based Performance Stock Awards (“MPSUs”) In September 2022 and January 2023, pursuant to the Company's 2019 Equity Incentive Plan, the Company granted certain employees shares of MPSUs, which are to vest upon the satisfaction of the Company’s achievement of specified Fastly common stock price targets during the applicable performance period. In addition, the awards are subject to each recipient’s continuous service through each applicable vest dates. Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Nonvested MPSUs as of December 31, 2022 2,174 $ 6.80 Granted 87 — Vested — — Cancelled/forfeited (100) 6.88 Nonvested MPSUs as of March 31, 2023 2,161 $ 6.81 Stock-based compensation expense relating to the MPSUs are recognized using the accelerated attribution method over the derived service period. For the three months ended March 31, 2023, the Company recognized $1.6 million stock-based compensation expense associated with these awards. Employee Stock Purchase Program (“ESPP”) The ESPP allows eligible employees to purchase shares of the Company's 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 the Company's common stock on the first trading day of the offering period or on the date of purchase. During the three months ended March 31, 2023 and 2022, the Company recognized $1.3 million and $1.1 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, 2023, nor in the three months ended March 31, 2022. 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, 2023 2022 (in thousands) Cost of revenue $ 2,681 $ 2,946 Research and development 11,481 18,589 Sales and marketing 6,705 10,094 General and administrative 7,284 8,393 Total stock-based compensation expense $ 28,151 $ 40,022 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share is computed by dividing net loss by basic weighted-average shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by diluted weighted-average shares outstanding, including potentially dilutive securities. The following table presents the computation of basic and diluted net loss per share of common stock: Three months ended March 31, 2023 2022 (in thousands, except per share amounts) Net loss attributable to common stockholders $ (44,687) $ (64,264) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 125,418 119,673 Net loss per share attributable to common stockholders, basic and diluted $ (0.36) $ (0.54) The following securities were excluded from the computation of diluted net loss per share of common stock for the periods presented as their effect would have been antidilutive: Number of Shares As of March 31, 2023 2022 (in thousands) Stock options 2,362 2,950 RSUs 11,799 5,677 PSUs 822 218 MPSUs 2,161 — Revest shares — 74 Shares issuable pursuant to the ESPP 581 329 Convertible senior notes (if-converted) 7,338 9,229 Total 25,063 18,477 The dilution table above excludes RSUs to be awarded under the Company's 2023 Bonus Program, which is expected to have an impact on its outstanding awards in the first quarter of 2024. Refer to Note 11 — Stockholders' Equity for further details on the Company's 2023 Bonus Program. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's provision for income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company continues to maintain a full valuation allowance on the Company's U.S. Federal and state net deferred tax assets. The tax expense for the three months ended March 31, 2023 and 2022 was primarily due to foreign tax expense. In the three months ended March 31, 2023 and 2022, the Company recorded income tax expense of $0.1 million and less than $0.1 million, respectively. |
Information About Revenue and G
Information About Revenue and Geographic Areas | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Information About Revenue and Geographic Areas | Information About Revenue and Geographic Areas 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 area. Long-Lived Assets The Company’s property and equipment and operating lease right-of-use assets, each net, by geographic area were as follows: As of March 31, As of December 31, 2023 2022 (in thousands) United States $ 173,801 $ 175,794 All other countries 66,736 73,024 Total long-lived assets $ 240,537 $ 248,818 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying condensed consolidated financial statements and footnotes have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistent in all material respects with those applied in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2023. The Company's condensed consolidated financial statements include its accounts and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company's condensed consolidated financial statements are unaudited but include all adjustments of a normal recurring nature necessary for a fair presentation of its quarterly results. The Company's condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Reclassification | Certain changes to presentation have been made to conform the prior period presentation to the current period reporting. The Company has made certain presentation changes to consolidate the interest paid on finance lease line into other liabilities working capital changes and components of the non-cash lease expense related to operating lease liability changes into operating lease liability working capital changes within operating cash flows in the consolidated statements of cash flows. Such reclassifications did not affect the condensed consolidated balance sheets, total revenues, operating income, net income, or cash flows from operating, investing or financing activities. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management 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 the Company's 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, internal-use software development costs, the incremental borrowing rate related to the Company’s lease liabilities, fair value of assets acquired and liabilities assumed during business combinations, useful lives of acquired intangible assets and property and equipment, fair value of the Company's reporting unit, 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 consolidated financial statements in the period of change and prospectively from the date of the change in estimate. Due to the Coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of March 31, 2023. These estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 that could result in material impacts to the Company's consolidated financial statements in future reporting periods. |
Recently Adopted and Issued Accounting Pronouncements | Recently Adopted and Issued Accounting Pronouncements The Company has not adopted any new accounting pronouncements in the three months ended March 31, 2023. Other recently issued accounting pronouncements are not expected to have a material impact on its condensed consolidated financial statements. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company's cash, cash equivalents, and marketable securities primarily consisted of bank deposits, money market funds, investment-grade commercial paper, corporate notes and bonds, U.S. treasury securities, municipal securities, foreign government and supranational securities and asset-backed securities held at major financial institutions that the Company believes to be of high credit standing. The primary focus of its investment strategy is to preserve capital and meet liquidity requirements. The Company's investment policy limits the amount of credit exposure with any one financial institution or commercial issuer. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheets. While the Company has not experienced any losses in such accounts and the Company has historically maintained its cash in multiple financial institutions, the recent failure of Silicon Valley Bank (“SVB”), at which the Company held cash and cash equivalents in multiple accounts, exposed the Company to limited credit risk prior to the completion by the Federal Deposit Insurance Corporation (“FDIC”) of the resolution of SVB in a manner that fully protected all depositors. |
Revenue | Revenue by geography is based on the billing address of the customer. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company's 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. The Company measures its cash equivalents, marketable securities, and restricted cash at fair value. The Company classifies its cash equivalents, marketable securities and restricted cash within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Geographic Area | The following table presents the Company's net revenue by geographic region: Three months ended March 31, 2023 2022 (in thousands) United States $ 85,364 $ 75,614 Asia Pacific 16,431 11,720 Europe 10,515 9,353 All other 5,254 5,695 Total revenue $ 117,564 $ 102,382 |
Schedule of Revenue by Customer Type | The following table presents the Company's net revenue for enterprise and non-enterprise customers based on the prior methodology: Three months ended March 31, 2023 2022 (in thousands) Enterprise customers $ 106,058 $ 91,101 Non-enterprise customers 11,506 11,281 Total revenue $ 117,564 $ 102,382 Three months ended March 31, 2023 2022 (in thousands) Enterprise customers $ 107,373 $ 92,512 Non-enterprise customers 10,191 9,870 Total revenue $ 117,564 $ 102,382 |
Schedule of Contract Assets and Liabilities | The following table presents the Company's contract assets and contract liabilities as of March 31, 2023 and as of December 31, 2022: As of March 31, 2023 As of December 31, 2022 (in thousands) Contract assets $ 371 $ 19 Contract liabilities $ 26,756 $ 30,544 The following table presents the revenue recognized during the three months ended March 31, 2023 and 2022 from amounts included in the contract liability at the beginning of the period: Three months ended March 31, 2023 2022 (in thousands) Revenue recognized in the period from amounts included in contract liability at the beginning of the period $ 12,221 $ 9,238 |
Schedule of Costs to Obtain Contracts | As of March 31, 2023 and December 31, 2022, the Company's costs to obtain contracts were as follows: As of March 31, As of December 31, 2023 2022 (in thousands) Deferred contract costs, net $ 54,701 $ 50,523 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash, Cash Equivalents, and Marketable Securities | The Company's total cash, cash equivalents and marketable securities consisted of the following: As of March 31, As of December 31, 2023 2022 (in thousands) Cash and cash equivalents: Cash $ 69,959 $ 46,516 Money market funds 278,504 96,875 Total cash and cash equivalents (1) $ 348,463 $ 143,391 Marketable securities: U.S. Treasury securities $ 131,678 $ 287,988 Corporate notes and bonds 64,195 71,744 Asset-backed securities — 175 Municipal securities 2,243 2,221 Foreign government and supranational securities — 12,453 Total marketable securities, current (2) $ 198,116 $ 374,581 Corporate notes and bonds 101,776 140,949 Asset-backed securities 15,742 24,156 Total marketable securities, non-current (3) $ 117,518 $ 165,105 Total marketable securities $ 315,634 $ 539,686 Total cash, cash equivalents and marketable securities $ 664,097 $ 683,077 (1) The Company's cash equivalents include investments with an original maturity date of three months or less. (2) The Company classifies its marketable securities as current, where it intends to hold the securities for less than 12 months. (3) The Company classifies its marketable securities are non-current, where it intends to hold the securities for longer than 12 months. |
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, 2023 and December 31, 2022: As of March 31, 2023 Amortized Gross Gross Fair (in thousands) U.S. Treasury securities $ 133,034 $ — $ (1,356) $ 131,678 Corporate notes and bonds 169,437 — (3,466) 165,971 Asset-backed securities 15,881 — (139) 15,742 Municipal securities 2,321 — (78) 2,243 Total available-for-sale investments $ 320,673 $ — $ (5,039) $ 315,634 As of December 31, 2022 Amortized Gross Gross Fair (in thousands) U.S. Treasury securities $ 291,685 $ — $ (3,697) $ 287,988 Corporate notes and bonds 217,187 — (4,494) 212,693 Asset-backed securities 24,617 — (286) 24,331 Municipal securities 2,322 — (101) 2,221 Foreign government and supranational securities 12,522 — (69) 12,453 Total available-for-sale investments $ 548,333 $ — $ (8,647) $ 539,686 |
Schedule of 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, 2023 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 278,504 $ — $ — $ 278,504 Total cash equivalents 278,504 — — 278,504 Marketable securities: Corporate notes and bonds — 165,971 — 165,971 U.S. Treasury securities — 131,678 — 131,678 Municipal securities — 2,243 — 2,243 Asset-backed securities — 15,742 — 15,742 Foreign government and supranational securities — — — — Total marketable securities — 315,634 — 315,634 Restricted cash: Restricted cash, current 150 — — 150 Total restricted cash 150 — — 150 Total financial assets $ 278,654 $ 315,634 $ — $ 594,288 As of December 31, 2022 Level 1 Level 2 Level 3 Total (in thousands) Cash equivalents: Money market funds $ 96,875 $ — $ — $ 96,875 Total cash equivalents 96,875 — — 96,875 Marketable securities: U.S. Treasury securities — 287,988 — 287,988 Corporate notes and bonds — 212,693 — 212,693 Asset-backed securities — 24,331 — 24,331 Municipal securities — 2,221 — 2,221 Foreign government and supranational securities — 12,453 — 12,453 Total marketable securities — 539,686 — 539,686 Restricted cash: Restricted cash, current 150 — — 150 Total restricted cash 150 — — 150 Total financial assets $ 97,025 $ 539,686 $ — $ 636,711 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Identifiable Finite-Lived Intangible Assets | Identifiable finite-lived intangible assets were comprised of the following (in thousands): Total Estimated useful life (in years) Developed technology $ 630 4 Customer relationships 760 3 Trade name 610 4 Total intangible assets acquired $ 2,000 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 2022 (in thousands) Computer and networking equipment $ 227,480 $ 225,009 Leasehold improvements 8,367 8,374 Furniture and fixtures 1,892 1,792 Office equipment 1,175 1,176 Internal-use software 71,983 66,488 Property and equipment, gross $ 310,897 $ 302,839 Accumulated depreciation and amortization (130,975) (122,461) Property and equipment, net $ 179,922 $ 180,378 |
Schedule of Other Assets | Other assets consisted of the following: As of March 31, As of December 31, 2023 2022 (in thousands) Deferred contract costs, net $ 54,701 $ 50,523 Advance payment for purchase of property and equipment 35,968 37,013 Other assets 4,129 5,086 Total other assets $ 94,798 $ 92,622 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: As of March 31, As of December 31, 2023 2022 (in thousands) Accrued compensation and related benefits $ 19,392 $ 20,204 Accrued bonus 381 15,818 Accrued colocation and bandwidth costs 10,735 10,448 Other tax liabilities 6,511 8,698 Other accrued liabilities 5,292 5,993 Total accrued expenses $ 42,311 $ 61,161 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: As of March 31, As of December 31, 2023 2022 (in thousands) Deferred revenue $ 24,600 $ 28,047 Accrued computer and networking equipment 2,479 1,467 Holdback payable 4,013 4,013 Other current liabilities 1,850 867 Total other current liabilities $ 32,942 $ 34,394 |
Schedule of Accumulated Other Comprehensive Income (Loss) | For the three and three months ended March 31, 2023 and 2022, components of accumulated other comprehensive (loss) income, net of taxes, were as follows (in thousands): Foreign Currency Translation Available-for-sale investments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2022 $ (577) $ (8,709) $ (9,286) Other comprehensive income (loss) 84 3,608 3,692 Balance, March 31, 2023 $ (493) $ (5,101) $ (5,594) Foreign Currency Translation Available-for-sale investments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2021 $ (385) $ (2,242) $ (2,627) Other comprehensive income (loss) (187) (6,682) (6,869) Balance, March 31, 2022 $ (572) $ (8,924) $ (9,496) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Costs & Other Information | The components of lease cost were as follows: Three months ended March 31, 2023 2022 (in thousands) Operating lease costs: Operating lease cost $ 7,201 $ 6,802 Variable lease cost 3,576 2,772 Total operating lease costs $ 10,777 $ 9,574 Finance lease costs: Amortization of assets under finance lease $ 3,623 $ 3,263 Interest 439 655 Total finance lease costs $ 4,062 $ 3,918 As of March 31, As of December 31, 2023 2022 Weighted Average Remaining Lease Term (in years): Operating leases 4.05 4.09 Finance leases 1.53 1.74 Weighted Average Discount Rate: Operating leases 5.67 % 5.36 % Finance leases 4.72 % 4.73 % |
Schedule of Operating Lease Maturities | Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows: Operating Leases Finance Leases (in thousands) Remainder of 2023 $ 19,358 $ 21,008 2024 18,999 14,282 2025 18,033 1,618 2026 17,142 — 2027 9,843 — Thereafter 2,937 — Total future minimum lease payments $ 86,312 $ 36,908 Less: imputed interest (9,521) (1,287) Total liability $ 76,791 $ 35,621 |
Schedule of Finance Lease Maturity | Future minimum lease payments under non-cancellable leases as of March 31, 2023 were as follows: Operating Leases Finance Leases (in thousands) Remainder of 2023 $ 19,358 $ 21,008 2024 18,999 14,282 2025 18,033 1,618 2026 17,142 — 2027 9,843 — Thereafter 2,937 — Total future minimum lease payments $ 86,312 $ 36,908 Less: imputed interest (9,521) (1,287) Total liability $ 76,791 $ 35,621 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2023 are as follows: Three months ended March 31, 2023 (in thousands) Balance as of December 31, 2022 $ 670,185 Foreign currency translation and other adjustments 7 Balance as of March 31, 2023 $ 670,192 |
Schedule of Intangible Assets | As of March 31, 2023 and December 31, 2022, the Company's intangible assets consisted of the following: As of March 31, 2023 As of December 31, 2022 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value (in thousands) Intangible assets: Customer relationships $ 69,860 $ (21,805) $ 48,055 $ 69,860 $ (19,582) $ 50,278 Developed technology 50,130 (24,881) 25,249 50,130 (22,367) 27,763 Trade names 3,910 (2,877) 1,033 3,910 (2,564) 1,346 Internet protocol addresses 4,984 (1,596) 3,388 4,984 (1,471) 3,513 Backlog — — — 2,200 (2,200) — Total intangible assets $ 128,884 $ (51,159) $ 77,725 $ 131,084 $ (48,184) $ 82,900 |
Schedule of Expected Amortization Expense of Intangible Assets | The expected amortization expense of intangible assets subject to amortization as of March 31, 2023 is as follows: As of March 31, 2023 (in thousands) Remainder of 2023 $ 15,249 2024 19,599 2025 16,976 2026 9,193 2027 9,051 Thereafter 7,657 Total $ 77,725 |
Debt Instruments (Tables)
Debt Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Values of Debt Agreements | The following table reflects the carrying values of the debt agreements as of March 31, 2023 and December 31, 2022: As of March 31, 2023 As of December 31, 2022 (in thousands) (in thousands) Convertible Senior notes (effective interest rate of 0.40%) Principal amount $ 713,753 $ 713,753 Less: unamortized debt issuance costs (8,375) (9,043) Less: current portion of long-term debt — — Long-term debt, less current portion $ 705,378 $ 704,710 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Commitments | Aside from the Company's finance and operating lease commitments, including its colocation operating commitments, which have been disclosed in Note 7—Leases, the minimum future commitments related to its purchase commitments as of March 31, 2023 were as follows: Cost of Revenue Commitments Operating Expense Commitments Total Purchase Commitments (in thousands) Remainder of 2023 $ 27,347 $ 14,129 $ 41,476 2024 12,573 2,617 15,190 2025 367 1,135 1,502 2026 204 88 292 2027 111 — 111 Thereafter 32 — 32 Total $ 40,634 $ 17,969 $ 58,603 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity during the three months ended March 31, 2023: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2022 2,443 6.01 4.7 $ 7,674 Granted — — Exercised (43) 7.69 Cancelled/forfeited (38) 6.87 Outstanding at March 31, 2023 2,362 5.97 4.4 $ 28,088 Vested and exercisable at March 31, 2023 2,335 5.85 4.4 $ 28,031 |
Schedule of Restricted Stock Units and Restricted Stock Awards | The following table summarizes RSU activity during the three months ended March 31, 2023: Number of Shares Weighted-Average (in thousands) Unvested RSUs as of December 31, 2022 11,990 $ 20.10 Granted 2,725 13.95 Vested (2,363) 17.83 Cancelled/forfeited (553) 22.31 Unvested RSUs as of March 31, 2023 11,799 $ 19.03 Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Nonvested PSUs as of December 31, 2022 267 $ 28.16 Granted 643 16.56 Vested (41) 28.16 Cancelled/forfeited (47) 28.16 Nonvested PSUs as of March 31, 2023 822 $ 19.08 Number of Shares Weighted-Average Grant Date Fair Value Per Share (in thousands) Nonvested MPSUs as of December 31, 2022 2,174 $ 6.80 Granted 87 — Vested — — Cancelled/forfeited (100) 6.88 Nonvested MPSUs as of March 31, 2023 2,161 $ 6.81 |
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, 2023 2022 (in thousands) Cost of revenue $ 2,681 $ 2,946 Research and development 11,481 18,589 Sales and marketing 6,705 10,094 General and administrative 7,284 8,393 Total stock-based compensation expense $ 28,151 $ 40,022 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of basic and diluted net loss per share of common stock: Three months ended March 31, 2023 2022 (in thousands, except per share amounts) Net loss attributable to common stockholders $ (44,687) $ (64,264) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 125,418 119,673 Net loss per share attributable to common stockholders, basic and diluted $ (0.36) $ (0.54) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded from the computation of diluted net loss per share of common stock for the periods presented as their effect would have been antidilutive: Number of Shares As of March 31, 2023 2022 (in thousands) Stock options 2,362 2,950 RSUs 11,799 5,677 PSUs 822 218 MPSUs 2,161 — Revest shares — 74 Shares issuable pursuant to the ESPP 581 329 Convertible senior notes (if-converted) 7,338 9,229 Total 25,063 18,477 |
Information About Revenue and_2
Information About Revenue and Geographic Areas (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Long-Lived Assets by Geographic Region | The Company’s property and equipment and operating lease right-of-use assets, each net, by geographic area were as follows: As of March 31, As of December 31, 2023 2022 (in thousands) United States $ 173,801 $ 175,794 All other countries 66,736 73,024 Total long-lived assets $ 240,537 $ 248,818 |
Nature of Business (Details)
Nature of Business (Details) | Mar. 31, 2023 operating_market |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating markets | 79 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) - Customer One - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | 12% | |
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13% | 15% |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 117,564 | $ 102,382 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 85,364 | 75,614 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,431 | 11,720 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 10,515 | 9,353 |
All other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 5,254 | $ 5,695 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Enterprise customer threshold | $ 100,000 | |
Revenue, performance obligation, description of payment terms | The Company's payment terms and conditions vary by contract type, and generally range from 30 to 90 days. | |
Amortization of deferred contract costs | $ 3,425,000 | $ 1,851,000 |
Revenue - Revenue by Customer T
Revenue - Revenue by Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 117,564 | $ 102,382 |
Prior Revenue Methodology | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 117,564 | 102,382 |
New Revenue Methodology | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 117,564 | 102,382 |
Enterprise customers | Prior Revenue Methodology | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 106,058 | 91,101 |
Enterprise customers | New Revenue Methodology | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 107,373 | 92,512 |
Non-enterprise customers | Prior Revenue Methodology | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 11,506 | 11,281 |
Non-enterprise customers | New Revenue Methodology | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 10,191 | $ 9,870 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 371 | $ 19 | |
Contract liabilities | 26,756 | $ 30,544 | |
Contract with Customer, Liability | |||
Revenue recognized in the period from amounts included in contract liability at the beginning of the period | $ 12,221 | $ 9,238 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue performance obligation | $ 242.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percentage | 80% |
Remaining performance obligation, timing of satisfaction | 12 months |
Revenue - Costs to Obtain Contr
Revenue - Costs to Obtain Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Deferred contract costs, net | $ 54,701 | $ 50,523 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Cash, Cash Equivalent and Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | |||
Total cash and cash equivalents | $ 348,463 | $ 143,391 | $ 245,794 |
Total marketable securities, current | 198,116 | 374,581 | |
Total marketable securities, non-current | 117,518 | 165,105 | |
Total marketable securities | 315,634 | 539,686 | |
Total cash, cash equivalents and marketable securities | 664,097 | 683,077 | |
U.S. Treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total marketable securities, current | 131,678 | 287,988 | |
Total marketable securities | 131,678 | 287,988 | |
Corporate notes and bonds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total marketable securities, current | 64,195 | 71,744 | |
Total marketable securities, non-current | 101,776 | 140,949 | |
Total marketable securities | 165,971 | 212,693 | |
Asset-backed securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total marketable securities, current | 0 | 175 | |
Total marketable securities, non-current | 15,742 | 24,156 | |
Total marketable securities | 15,742 | 24,331 | |
Municipal securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total marketable securities, current | 2,243 | 2,221 | |
Total marketable securities | 2,243 | 2,221 | |
Foreign government and supranational securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total marketable securities, current | 0 | 12,453 | |
Total marketable securities | 0 | 12,453 | |
Cash | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total cash and cash equivalents | 69,959 | 46,516 | |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Total cash and cash equivalents | $ 278,504 | $ 96,875 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Available-For-Sale Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 320,673 | $ 548,333 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (5,039) | (8,647) |
Fair Value | 315,634 | 539,686 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 133,034 | 291,685 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (1,356) | (3,697) |
Fair Value | 131,678 | 287,988 |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 169,437 | 217,187 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (3,466) | (4,494) |
Fair Value | 165,971 | 212,693 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,881 | 24,617 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (139) | (286) |
Fair Value | 15,742 | 24,331 |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,321 | 2,322 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | (78) | (101) |
Fair Value | 2,243 | 2,221 |
Foreign government and supranational securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 12,522 | |
Gross Unrealized Gain | 0 | |
Gross Unrealized Loss | (69) | |
Fair Value | $ 0 | $ 12,453 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Narrative (Details) $ in Millions | Mar. 31, 2023 USD ($) security | Dec. 31, 2022 USD ($) security |
Fair Value Disclosures [Abstract] | ||
Securities in a continuous loss position (in securities) | security | 61 | 76 |
Restricted cash | $ | $ 0.2 | $ 0.2 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Assets and Liabilities at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | $ 278,504 | $ 96,875 |
Total marketable securities | 315,634 | 539,686 |
Total restricted cash | 150 | 150 |
Total financial assets | 594,288 | 636,711 |
Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 165,971 | 212,693 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 131,678 | 287,988 |
Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 2,243 | 2,221 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 15,742 | 24,331 |
Foreign government and supranational securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 12,453 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 278,504 | 96,875 |
Total restricted cash | 150 | 150 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 278,504 | 96,875 |
Total marketable securities | 0 | 0 |
Total restricted cash | 150 | 150 |
Total financial assets | 278,654 | 97,025 |
Level 1 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 1 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 1 | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 1 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 1 | Foreign government and supranational securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 278,504 | 96,875 |
Total restricted cash | 150 | 150 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total marketable securities | 315,634 | 539,686 |
Total restricted cash | 0 | 0 |
Total financial assets | 315,634 | 539,686 |
Level 2 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 165,971 | 212,693 |
Level 2 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 131,678 | 287,988 |
Level 2 | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 2,243 | 2,221 |
Level 2 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 15,742 | 24,331 |
Level 2 | Foreign government and supranational securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 12,453 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total restricted cash | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total 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] | ||
Total marketable securities | 0 | 0 |
Level 3 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 3 | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 3 | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 3 | Foreign government and supranational securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 0 | 0 |
Total restricted cash | $ 0 | $ 0 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) | 3 Months Ended | |||
May 18, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 670,192,000 | $ 670,185,000 | ||
Minimum | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred, holdback, period for distribution | 12 months | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred, holdback, period for distribution | 24 months | |||
Glitch Inc | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 100% | |||
Aggregate consideration transferred | $ 34,900,000 | |||
Consideration transferred, holdback | 8,000,000 | |||
Intangible assets | 2,000,000 | |||
Cash | 1,600,000 | |||
Other assets, net | 600,000 | |||
Goodwill | $ 32,600,000 | |||
Acquisition related costs | $ 0 | $ 0 | ||
Estimated useful life (in years) | 3 years 7 months 6 days |
Business Combinations - Finite-
Business Combinations - Finite-Lived Intangible Assets (Details) - Glitch Inc - USD ($) $ in Thousands | 3 Months Ended | |
May 18, 2022 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Total | $ 2,000 | |
Estimated useful life (in years) | 3 years 7 months 6 days | |
Developed technology | ||
Business Acquisition [Line Items] | ||
Total | $ 630 | |
Estimated useful life (in years) | 4 years | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Total | $ 760 | |
Estimated useful life (in years) | 3 years | |
Trade name | ||
Business Acquisition [Line Items] | ||
Total | $ 610 | |
Estimated useful life (in years) | 4 years |
Balance Sheet Information - Pro
Balance Sheet Information - Property and equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 310,897 | $ 302,839 |
Accumulated depreciation and amortization | (130,975) | (122,461) |
Property and equipment, net | 179,922 | 180,378 |
Computer and networking equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 227,480 | 225,009 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,367 | 8,374 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,892 | 1,792 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,175 | 1,176 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 71,983 | $ 66,488 |
Balance Sheet Information - Nar
Balance Sheet Information - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | $ 12 | $ 9.9 | |
Finance lease, right-of-use asset, before accumulated amortization | 76.7 | $ 77.3 | |
Finance lease, right-of-use asset, accumulated amortization | 31.2 | 28.1 | |
Internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization | 2.9 | $ 1.5 | |
Property and equipment, net | $ 48.1 | $ 45.5 |
Balance Sheet Information - Oth
Balance Sheet Information - Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred contract costs, net | $ 54,701 | $ 50,523 |
Advance payment for purchase of property and equipment | 35,968 | 37,013 |
Other assets | 4,129 | 5,086 |
Total other assets | $ 94,798 | $ 92,622 |
Balance Sheet Information - Acc
Balance Sheet Information - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related benefits | $ 19,392 | $ 20,204 |
Accrued bonus | 381 | 15,818 |
Accrued colocation and bandwidth costs | 10,735 | 10,448 |
Other tax liabilities | 6,511 | 8,698 |
Other accrued liabilities | 5,292 | 5,993 |
Accrued expenses | $ 42,311 | $ 61,161 |
Balance Sheet Information - O_2
Balance Sheet Information - Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Deferred revenue | $ 24,600 | $ 28,047 |
Accrued computer and networking equipment | 2,479 | 1,467 |
Holdback payable | 4,013 | 4,013 |
Other current liabilities | 1,850 | 867 |
Total other current liabilities | $ 32,942 | $ 34,394 |
Balance Sheet Information - A_2
Balance Sheet Information - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 955,158 | $ 1,013,953 |
Other comprehensive income (loss) | 3,692 | (6,869) |
Ending balance | 958,555 | 976,723 |
Foreign Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (577) | (385) |
Other comprehensive income (loss) | 84 | (187) |
Ending balance | (493) | (572) |
Available-for-sale investments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (8,709) | (2,242) |
Other comprehensive income (loss) | 3,608 | (6,682) |
Ending balance | (5,101) | (8,924) |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (9,286) | (2,627) |
Other comprehensive income (loss) | 3,692 | (6,869) |
Ending balance | $ (5,594) | $ (9,496) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Subleases, remaining lease terms (in years) | 2 years 2 months 12 days | |
Sublease income | $ 300,000 | $ 300,000 |
Impairment loss | 0 | $ 0 |
Lease not yet commenced, commitment amount | $ 0 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating (in years) | 1 year | |
Remaining lease terms, finance (in years) | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms, operating (in years) | 7 years | |
Remaining lease terms, finance (in years) | 2 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 7,201 | $ 6,802 |
Variable lease cost | 3,576 | 2,772 |
Total operating lease costs | 10,777 | 9,574 |
Amortization of assets under finance lease | 3,623 | 3,263 |
Interest | 439 | 655 |
Total finance lease costs | $ 4,062 | $ 3,918 |
Leases - Supplemental Lease Inf
Leases - Supplemental Lease Information (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Weighted Average Remaining Lease Term (in years): | ||
Operating leases | 4 years 18 days | 4 years 1 month 2 days |
Finance leases | 1 year 6 months 10 days | 1 year 8 months 26 days |
Weighted Average Discount Rate: | ||
Operating leases | 5.67% | 5.36% |
Finance leases | 4.72% | 4.73% |
Leases - Lease Liability Maturi
Leases - Lease Liability Maturity (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 19,358 |
2024 | 18,999 |
2025 | 18,033 |
2026 | 17,142 |
2027 | 9,843 |
Thereafter | 2,937 |
Total future minimum lease payments | 86,312 |
Less: imputed interest | (9,521) |
Total liability | 76,791 |
Finance Leases | |
Remainder of 2023 | 21,008 |
2024 | 14,282 |
2025 | 1,618 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total future minimum lease payments | 36,908 |
Less: imputed interest | (1,287) |
Total liability | $ 35,621 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2022 | $ 670,185 |
Foreign currency translation and other adjustments | 7 |
Balance as of March 31, 2023 | $ 670,192 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, impairment loss | $ 0 | $ 0 |
Amortization of intangible assets | 5,175,000 | 5,309,000 |
Purchase of intangible assets | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 128,884 | $ 131,084 |
Accumulated amortization | (51,159) | (48,184) |
Net carrying value | 77,725 | 82,900 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 69,860 | 69,860 |
Accumulated amortization | (21,805) | (19,582) |
Net carrying value | 48,055 | 50,278 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 50,130 | 50,130 |
Accumulated amortization | (24,881) | (22,367) |
Net carrying value | 25,249 | 27,763 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 3,910 | 3,910 |
Accumulated amortization | (2,877) | (2,564) |
Net carrying value | 1,033 | 1,346 |
Internet protocol addresses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 4,984 | 4,984 |
Accumulated amortization | (1,596) | (1,471) |
Net carrying value | 3,388 | 3,513 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 0 | 2,200 |
Accumulated amortization | 0 | (2,200) |
Net carrying value | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 15,249 | |
2024 | 19,599 | |
2025 | 16,976 | |
2026 | 9,193 | |
2027 | 9,051 | |
Thereafter | 7,657 | |
Net carrying value | $ 77,725 | $ 82,900 |
Debt Instruments - Senior Secur
Debt Instruments - Senior Secured Credit Facilities Agreement (Details) - SVB Revolver | 3 Months Ended | |||
Feb. 16, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Debt facility, maximum borrowing amount | $ 100,000,000 | |||
Transaction costs | $ 600,000 | |||
Debt covenant, adjusted quick ratio, minimum requirement | 1.25 | |||
Debt covenant, adjusted quick ratio, minimum threshold to trigger revenue growth covenant requirement | 1.75 | |||
Amounts drawn on line of credit during the period | $ 0 | $ 0 | ||
Amount of debt outstanding | $ 0 | $ 0 | ||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Line of credit, unused capacity, commitment fee percentage | 0.20% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Line of credit, unused capacity, commitment fee percentage | 0.25% | |||
LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.75% | |||
LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2% |
Debt Instruments - Convertible
Debt Instruments - Convertible Senior Notes (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 05, 2021 USD ($) | Mar. 31, 2023 d $ / shares | Jun. 30, 2022 USD ($) | May 25, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Net gain on extinguishment of debt | $ 54.4 | |||
2026 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Issuance of convertible note, net of issuance costs | $ 930 | |||
Debt instrument, convertible, conversion ratio | 0.0097272 | |||
Debt instrument, convertible, conversion price (in US dollar 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% | |||
Debt instrument, convertible, threshold trading days | d | 20 | |||
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |||
2026 Convertible Notes | Holder Conversion Option One | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | |||
Debt instrument, convertible, threshold trading days | d | 20 | |||
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |||
2026 Convertible Notes | Holder Conversion Option Two | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, threshold percentage of stock price trigger | 98% | |||
Debt instrument, convertible, threshold trading days | d | 5 | |||
Debt instrument, convertible, threshold consecutive trading days | d | 10 | |||
Convertible Debt | 2026 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, face amount | $ 948.8 | |||
Interest rate, stated percentage | 0% | |||
Debt instrument, face amount, additional principal issuable | $ 123.8 | |||
Discount and transaction costs | $ 18.6 | |||
Debt instrument, repurchased face amount | $ 235 | |||
Debt instrument, repurchase amount | $ 176.4 | |||
Convertible Debt | 2026 Convertible Notes | Fastly Conversion Option | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage | 100% | |||
Convertible Debt | 2026 Convertible Notes | Fundamental Change | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage | 100% |
Debt Instruments - Schedule of
Debt Instruments - Schedule of Outstanding Debt (Details) - Convertible Debt - 2026 Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Effective interest rate | 0.40% | |
Principal amount | $ 713,753 | $ 713,753 |
Less: unamortized debt issuance costs | (8,375) | (9,043) |
Less: current portion of long-term debt | 0 | 0 |
Long-term debt, less current portion | $ 705,378 | $ 704,710 |
Debt Instruments - Narrative (D
Debt Instruments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Interest expense | $ 0.8 | $ 1 | |
Total estimated fair value of the notes | $ 566 | $ 517.5 |
Commitments and Contingencies -
Commitments and Contingencies - Purchase Commitments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2023 | $ 41,476 |
2024 | 15,190 |
2025 | 1,502 |
2026 | 292 |
2027 | 111 |
Thereafter | 32 |
Total | 58,603 |
Cost of Revenue Commitments | |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2023 | 27,347 |
2024 | 12,573 |
2025 | 367 |
2026 | 204 |
2027 | 111 |
Thereafter | 32 |
Total | 40,634 |
Operating Expense Commitments | |
Long-term Purchase Commitment [Line Items] | |
Remainder of 2023 | 14,129 |
2024 | 2,617 |
2025 | 1,135 |
2026 | 88 |
2027 | 0 |
Thereafter | 0 |
Total | $ 17,969 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Long-term purchase obligations | $ 3 | |
Other long term contracts | 1.2 | |
Sales and use tax liability | $ 5.7 | $ 7.6 |
Stockholders' Equity - Equity I
Stockholders' Equity - Equity Incentive Plans (Details) | 3 Months Ended | |
Mar. 31, 2023 plan shares | Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of equity incentive plans | plan | 4 | |
Common stock, shares outstanding (in shares) | 126,800,000 | 124,300,000 |
Common stock, shares issued (in shares) | 126,800,000 | 124,300,000 |
2019 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, shares available for future issuance (in shares) | 13,100,000 | 9,600,000 |
Signal Sciences 2014 Equity Stock Options Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested stock options assumed (in shares) | 251,754 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 28,151 | $ 40,022 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 700 | $ 1,700 |
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% | |
Stock options | 2011 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, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Options outstanding, beginning balance (in shares) | 2,443 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (43) | |
Cancelled/forfeited (in shares) | (38) | |
Options outstanding, ending balance (in shares) | 2,362 | 2,443 |
Vested and exercisable (in shares) | 2,335 | |
Weighted- Average Exercise Price | ||
Options outstanding, weighted average exercise price, beginning of period (in US dollar per share) | $ 6.01 | |
Granted, weighted average exercise price (in US dollar per share) | 0 | |
Exercised, weighted average exercise price (in US dollar per share) | 7.69 | |
Cancelled/forfeited, weighted average exercise price (in US dollar per share) | 6.87 | |
Options outstanding, weighted average exercise price, end of period (in US dollar per share) | 5.97 | $ 6.01 |
Vested and exercisable, weighted-average exercise price (in US dollar per share) | $ 5.85 | |
Stock Option Activity, Additional Disclosures | ||
Weighted-average remaining contractual period | 4 years 4 months 24 days | 4 years 8 months 12 days |
Vested and exercisable, weighted average contractual term | 4 years 4 months 24 days | |
Aggregate intrinsic value | $ 28,088 | $ 7,674 |
Vested and exercisable, aggregate intrinsic value | $ 28,031 |
Stockholders' Equity - RSUs and
Stockholders' Equity - RSUs and Revest Shares (Details) | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2020 cofounder shares | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 28,151,000 | $ 40,022,000 | |||
Signal Sciences Corp. | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares restricted for stock awards (in shares) | shares | 896,499 | ||||
Number of cofounders with shares subject to revesting | cofounder | 3 | ||||
Shares held back for restricted stock awards, revesting period | 2 years | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 23,600,000 | 21,800,000 | |||
RSUs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
RSUs | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
RSUs | First Year | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Award vesting percentage | 25% | ||||
RSUs | First Year | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Award vesting percentage | 33% | ||||
RSUs | Remaining Period | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 24 months | ||||
RSUs | Remaining Period | Maximum | |||||
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 | $ 0 | 12,900,000 | |||
Nonvested shares sold that remain unvested (in shares) | shares | 224,124 | ||||
Proceeds from nonvested shares sold | $ 10,700,000 | ||||
Modification expense, incremental fair value | $ 0 | $ 5,600,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of RSU, PSU, MPSUs Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
RSUs | |
Number of Shares | |
Beginning balance (in shares) | shares | 11,990 |
Granted (in shares) | shares | 2,725 |
Vested (in shares) | shares | (2,363) |
Cancelled/forfeited (in shares) | shares | (553) |
Ending balance (in shares) | shares | 11,799 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance (in US dollar per share) | $ / shares | $ 20.10 |
Granted (in US dollar per share) | $ / shares | 13.95 |
Vested (in US dollar per share) | $ / shares | 17.83 |
Forfeited (in US dollar per share) | $ / shares | 22.31 |
Ending balance (in US dollar per share) | $ / shares | $ 19.03 |
PSUs | |
Number of Shares | |
Beginning balance (in shares) | shares | 267 |
Granted (in shares) | shares | 643 |
Vested (in shares) | shares | (41) |
Cancelled/forfeited (in shares) | shares | (47) |
Ending balance (in shares) | shares | 822 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance (in US dollar per share) | $ / shares | $ 28.16 |
Granted (in US dollar per share) | $ / shares | 16.56 |
Vested (in US dollar per share) | $ / shares | 28.16 |
Forfeited (in US dollar per share) | $ / shares | 28.16 |
Ending balance (in US dollar per share) | $ / shares | $ 19.08 |
MPSUs | |
Number of Shares | |
Beginning balance (in shares) | shares | 2,174 |
Granted (in shares) | shares | 87 |
Vested (in shares) | shares | 0 |
Cancelled/forfeited (in shares) | shares | (100) |
Ending balance (in shares) | shares | 2,161 |
Weighted-Average Grant Date Fair Value Per Share | |
Beginning balance (in US dollar per share) | $ / shares | $ 6.80 |
Granted (in US dollar per share) | $ / shares | 0 |
Vested (in US dollar per share) | $ / shares | 0 |
Forfeited (in US dollar per share) | $ / shares | 6.88 |
Ending balance (in US dollar per share) | $ / shares | $ 6.81 |
Stockholders' Equity - Performa
Stockholders' Equity - Performance-Based Restricted Stock Units (PSUs) (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 29, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of restricted stock units related to bonus program | $ 16,599 | |||
Stock-based compensation expense | 28,151 | $ 40,022 | ||
2023 and 2022 Bonus Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issuance of restricted stock units related to bonus program (in shares) | 1.2 | |||
Issuance of restricted stock units related to bonus program | $ 16,600 | |||
Performance Target Payout Level One | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payout of performance-based restricted stock units, percentage | 50% | |||
Performance Target Payout Level Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payout of performance-based restricted stock units, percentage | 100% | |||
Performance Target Payout Level Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payout of performance-based restricted stock units, percentage | 150% | |||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense (benefit) | 300 | 500 | ||
PSUs | 2023 and 2022 Bonus Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,000 | $ 3,300 |
Stockholders' Equity - MPSU (De
Stockholders' Equity - MPSU (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 28,151 | $ 40,022 |
MPSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,600 |
Stockholders' Equity - ESPP (De
Stockholders' Equity - ESPP (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 28,151 | $ 40,022 |
Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued under ESPP (in shares) | 0 | 0 |
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% | |
Offering period duration | 6 months | |
Purchase price of common stock, percent | 85% | |
Stock-based compensation expense | $ 1,300 | $ 1,100 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 28,151 | $ 40,022 |
Share-based payment arrangement, amount capitalized | 1,286 | 1,415 |
Liability Classified Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,000 | 10,500 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2,681 | 2,946 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 11,481 | 18,589 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 6,705 | 10,094 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 7,284 | $ 8,393 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Computation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders, basic | $ (44,687) | $ (64,264) |
Net loss attributable to common stockholders, diluted | $ (44,687) | $ (64,264) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 125,418 | 119,673 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 125,418 | 119,673 |
Net loss per share attributable to common stockholders, basic (in US dollar per share) | $ (0.36) | $ (0.54) |
Net loss per share attributable to common stockholders, diluted (in US dollar per share) | $ (0.36) | $ (0.54) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 25,063 | 18,477 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,362 | 2,950 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 11,799 | 5,677 |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 822 | 218 |
MPSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,161 | 0 |
Revest shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 74 |
Shares issuable pursuant to the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 581 | 329 |
Convertible senior notes (if-converted) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 7,338 | 9,229 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Examination [Line Items] | ||
Income tax expense | $ 135 | $ 40 |
Less than | ||
Income Tax Examination [Line Items] | ||
Income tax expense | $ 100 |
Information About Revenue and_3
Information About Revenue and Geographic Areas (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 240,537 | $ 248,818 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 173,801 | 175,794 |
All other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $ 66,736 | $ 73,024 |