Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40252 | |
Entity Registrant Name | DigitalOcean Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-5207470 | |
Entity Address, Address Line One | 101 6th Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10013 | |
City Area Code | 646 | |
Local Phone Number | 827-4366 | |
Title of 12(b) Security | Common stock, par value $0.000025 per share | |
Trading Symbol | DOCN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 88,812,515 | |
Entity Central Index Key | 0001582961 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 20,872 | $ 140,772 |
Marketable securities | 591,681 | 723,462 |
Accounts receivable, less allowance for credit losses of $6,148 and $6,099, respectively | 54,972 | 53,833 |
Prepaid expenses and other current assets | 31,087 | 28,485 |
Total current assets | 698,612 | 946,552 |
Noncurrent assets: | ||
Property and equipment, net | 277,957 | 273,170 |
Restricted cash | 1,747 | 1,935 |
Goodwill | 296,579 | 313,718 |
Intangible assets, net | 117,638 | 118,928 |
Operating lease right-of-use assets, net | 185,516 | 154,501 |
Deferred tax assets | 753 | 751 |
Other assets | 5,594 | 6,353 |
Total assets | 1,584,396 | 1,815,908 |
Current liabilities: | ||
Accounts payable | 11,005 | 21,138 |
Accrued other expenses | 38,220 | 33,987 |
Deferred revenue | 5,015 | 5,550 |
Operating lease liabilities, current | 73,058 | 57,682 |
Other current liabilities | 58,856 | 45,913 |
Total current liabilities | 186,154 | 164,270 |
Noncurrent liabilities: | ||
Deferred tax liabilities | 3,771 | 18,209 |
Long-term debt | 1,472,148 | 1,470,270 |
Operating lease liabilities, non-current | 133,471 | 108,243 |
Other long-term liabilities | 6,506 | 3,826 |
Total liabilities | 1,802,050 | 1,764,818 |
Commitments and Contingencies (Note 8) | ||
Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022) | 0 | 0 |
Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 89,983,568 and 96,732,507 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) | 2 | 2 |
Additional paid-in capital | 28,781 | 263,957 |
Accumulated other comprehensive loss | (679) | (2,048) |
Accumulated deficit | (245,758) | (210,821) |
Total stockholders’ (deficit) equity | (217,654) | 51,090 |
Total liabilities and stockholders’ equity | $ 1,584,396 | $ 1,815,908 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 165,134 | $ 127,327 |
Cost of revenue | 71,879 | 47,202 |
Gross profit | 93,255 | 80,125 |
Operating expenses: | ||
Research and development | 38,272 | 37,241 |
Sales and marketing | 17,709 | 19,044 |
General and administrative | 48,939 | 37,424 |
Restructuring and other charges | 20,869 | 0 |
Total operating expenses | 125,789 | 93,709 |
Loss from operations | (32,534) | (13,584) |
Other (income) expense: | ||
Interest expense | 2,189 | 2,059 |
Loss on extinguishment of debt | 0 | 407 |
Other (income) expense, net | (7,394) | (820) |
Other (income) expense | (5,205) | 1,646 |
Loss before income taxes | (27,329) | (15,230) |
Income tax expense | 7,608 | 3,338 |
Net loss attributable to common stockholders | $ (34,937) | $ (18,568) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.37) | $ (0.17) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.37) | $ (0.17) |
Weighted-average shares used to compute net loss per share, basic (in shares) | 95,565,000 | 106,980,000 |
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 attributable to common stockholders | $ (34,937) | $ (18,568) |
Other comprehensive loss: | ||
Foreign currency translation adjustments, net of taxes | 126 | (18) |
Unrealized gain (loss) on available-for-sale marketable securities, net of taxes | 1,243 | (1,908) |
Comprehensive loss | $ (33,568) | $ (20,494) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehen-sive Loss | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2021 | 109,175,863 | |||||
Beginning Balance at Dec. 31, 2021 | $ 578,197 | $ 2 | $ (4,598) | $ 769,705 | $ (374) | $ (186,538) |
Beginning Balance (in shares) at Dec. 31, 2021 | (1,968,228) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under stock option plan (in shares) | 1,357,665 | |||||
Issuance of common stock under equity incentive plan, net of taxes withheld | (6,709) | (6,709) | ||||
Repurchase and retirement of common stock (in shares) | (2,577,471) | |||||
Repurchase and retirement of common stock | (150,000) | (150,000) | ||||
Stock-based compensation | 26,392 | 26,392 | ||||
Other comprehensive loss | (1,926) | (1,926) | ||||
Net loss attributable to common stockholders | (18,568) | (18,568) | ||||
Ending Balance (in shares) at Mar. 31, 2022 | 107,956,057 | |||||
Ending Balance at Mar. 31, 2022 | 427,386 | $ 2 | $ (4,598) | 639,388 | (2,300) | (205,106) |
Ending Balance (in shares) at Mar. 31, 2022 | (1,968,228) | |||||
Beginning Balance (in shares) at Dec. 31, 2022 | 96,732,507 | |||||
Beginning Balance at Dec. 31, 2022 | 51,090 | $ 2 | $ 0 | 263,957 | (2,048) | (210,821) |
Beginning Balance (in shares) at Dec. 31, 2022 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock under stock option plan (in shares) | 1,011,034 | |||||
Issuance of common stock under equity incentive plan, net of taxes withheld | 1,461 | 1,461 | ||||
Repurchase and retirement of common stock (in shares) | (7,759,973) | |||||
Repurchase and retirement of common stock | (268,560) | (268,560) | ||||
Stock-based compensation | 31,923 | 31,923 | ||||
Other comprehensive loss | 1,369 | 1,369 | ||||
Net loss attributable to common stockholders | (34,937) | (34,937) | ||||
Ending Balance (in shares) at Mar. 31, 2023 | 89,983,568 | |||||
Ending Balance at Mar. 31, 2023 | $ (217,654) | $ 2 | $ 0 | $ 28,781 | $ (679) | $ (245,758) |
Ending Balance (in shares) at Mar. 31, 2023 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net loss attributable to common stockholders | $ (34,937) | $ (18,568) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 28,913 | 23,933 |
Stock-based compensation | 31,531 | 25,981 |
Provision for expected credit losses | 3,987 | 4,023 |
Loss on extinguishment of debt | 0 | 407 |
Net accretion of discounts and amortization of premiums on investments | (3,436) | (117) |
Non-cash interest expense | 1,983 | 1,959 |
Loss on impairment of long-lived assets | 553 | 0 |
Deferred income taxes | 4,150 | 0 |
Operating lease right-of-use assets and liabilities, net | 9,523 | 445 |
Other | 590 | 697 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,125) | (6,931) |
Prepaid expenses and other current assets | (2,755) | 2,843 |
Accounts payable and accrued expenses | (11,031) | (10,455) |
Deferred revenue | (535) | 422 |
Other assets and liabilities | 12,804 | 5,762 |
Net cash provided by operating activities | 36,215 | 30,401 |
Investing activities | ||
Capital expenditures - property and equipment | (23,314) | (23,045) |
Capital expenditures - internal-use software development | (1,794) | (2,276) |
Cash paid for asset acquisitions | (2,500) | (4,000) |
Purchase of available-for-sale securities | (195,910) | (1,091,279) |
Maturities of available-for-sale securities | 331,581 | 0 |
Purchased interest on available-for-sale securities | (113) | (1,530) |
Proceeds from interest on available-for-sale securities | 0 | 649 |
Proceeds from sale of equipment | 6 | 457 |
Net cash provided by (used in) investing activities | 107,956 | (1,121,024) |
Financing activities | ||
Payment of debt issuance costs | 0 | (921) |
Proceeds related to the issuance of common stock under equity incentive plan | 5,535 | 5,426 |
Employee payroll taxes paid related to net settlement of equity awards | (3,864) | (12,384) |
Repurchase and retirement of common stock | (265,901) | (150,000) |
Net cash used in financing activities | (264,230) | (157,879) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (29) | (49) |
Decrease in cash, cash equivalents and restricted cash | (120,088) | (1,248,551) |
Cash, cash equivalents and restricted cash - beginning of period | 151,807 | 1,715,425 |
Cash, cash equivalents and restricted cash - end of period | 31,719 | 466,874 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 126 | 92 |
Cash paid for taxes, net of refunds | 393 | 1,003 |
Cash paid for amounts included in the measurement of lease liabilities | 16,579 | 10,702 |
Non-cash investing and financing activities: | ||
Capitalized stock-based compensation | 392 | 411 |
Property and equipment received but not yet paid, included in Accounts payable and Accrued other expenses | 20,437 | 20,846 |
Debt issuance costs included in accounts payable and accrued liabilities | 0 | 297 |
Operating right-of-use assets obtained in exchange for operating lease liabilities | $ 48,597 | $ 23,196 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 6,148 | $ 6,099 |
Preferred stock, par value (in usd per share) | $ 0.000025 | $ 0.000025 |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.000025 | $ 0.000025 |
Common stock, shares authorized (in shares) | 750,000,000 | |
Common stock, shares issued (in shares) | 89,983,568 | 96,732,507 |
Nature of the Business and Orga
Nature of the Business and Organization | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Organization | Nature of the Business and OrganizationDigitalOcean Holdings, Inc. and its subsidiaries (collectively, the “Company”, “we”, “our”, “us”) is a leading cloud computing platform offering on-demand infrastructure, platform and software tools for startups and small and medium-sized businesses (“SMBs”). The Company was founded with the guiding principle that the transformative benefits of the cloud should be easy to leverage, broadly accessible, reliable and affordable. The Company’s platform simplifies cloud computing, enabling its customers to rapidly accelerate innovation and increase their productivity and agility. The Company offers mission-critical solutions across Infrastructure-as-a-Service (“IaaS”), Platform-as-a-Service (“PaaS”) and Software-as-a-Service (“SaaS”).The Company has adopted a holding company structure and the primary operations are performed globally through its wholly-owned operating subsidiaries. |
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 Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include accounts of the Company and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of March 31, 2023, results of operations for the three months ended March 31, 2023 and 2022, cash flows for the three months ended March 31, 2023 and 2022, and stockholders' (deficit) equity for the three months ended March 31, 2023 and 2022. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long-lived assets, capitalized internal-use software development costs, accounting for stock-based compensation, the incremental borrowing rate used to determine lease liabilities, valuation allowances against deferred tax assets, and the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Reclassifications As previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022, the Company adopted Accounting Standard Update 2016-02, Leases (“ASC 842”) using the modified retrospective transition method as of the first day of fiscal year 2022. The impact of the adoption of ASC 842 on previously reported interim financial statements during the year ended December 31, 2022, included the recognition of right-of-use assets and lease liabilities for operating leases. The adoption of ASC 842 also resulted in changes to certain lines within operating activities in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statement of Cash Flows due to changes in operating assets and liabilities for the related accounts. These changes to previously disclosed amounts conform to the current period presentation. Additionally, certain other reclassifications were made to prior period amounts in order to conform to the current period presentation. Restricted Cash The following table reconciles cash, cash equivalents and restricted cash per the Condensed Consolidated Statements of Cash Flows: March 31, 2023 2022 Cash and cash equivalents $ 20,872 $ 464,836 Restricted cash included in Prepaid expenses and other current assets (1) 9,100 — Restricted cash (2) 1,747 2,038 Total cash, cash equivalents and restricted cash $ 31,719 $ 466,874 ___________________ (1) Includes contingent compensation deposits related to the Cloudways acquisition. (2) Includes deposits in financial institutions related to letters of credit used to secure lease agreements. Accounts Receivable Net of Allowance for Expected Credit Losses Accounts receivable primarily represents revenue recognized that was not invoiced at the balance sheet date and is primarily billed and collected in the following month. Trade accounts receivable are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection. Management determines the adequacy of the allowance based on historical loss patterns, the number of days that customer invoices are past due, reasonable and supportable forecasts of future economic conditions to inform adjustments over historical loss data, and an evaluation of the potential risk of loss associated with specific accounts. When management becomes aware of circumstances that may further decrease the likelihood of collection, it records a specific allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected. The Company records changes in the estimate to the allowance for expected credit losses through provision for expected credit losses and reverses the allowance after the potential for recovery is considered remote. The following table presents the changes in our allowance for expected credit losses for the period presented: Amount Balance as of December 31, 2022 $ 6,099 Provision for expected credit losses 3,987 Write-offs and other (3,938) Balance as of March 31, 2023 $ 6,148 Deferred Revenue Deferred revenue was $5,015 and $5,550 as of March 31, 2023 and December 31, 2022, respectively. Revenue recognized during the three months ended March 31, 2023 and 2022 was $2,118 and $1,735, respectively, which was included in each deferred revenue balance at the beginning of each respective period. Restructuring Expenses The Company records restructuring expenses when management commits to a restructuring plan, the restructuring plan identifies all significant actions, the period of time to complete the restructuring plan indicates that significant changes to the plan are not likely, and employees who are impacted have been notified. Segment Information The Company’s chief operating decision maker, the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company has one operating and reporting segment. Geographical Information Revenue, as determined based on the billing address of the Company’s customers, was as follows: Three Months Ended March 31, 2023 2022 North America 38 % 38 % Europe 29 29 Asia 23 23 Other 10 10 Total 100 % 100 % Revenue derived from customers in the United States was 31% of total revenue for the three months ended March 31, 2023 and 2022. Long-lived assets includes property and equipment and operating leases. The geographic locations of the Company’s long-lived assets, net, based on physical location of the assets is as follows: March 31, 2023 December 31, 2022 United States $ 207,448 $ 206,118 Singapore 57,150 60,607 Germany 71,232 50,274 Netherlands 54,777 35,951 Other 72,866 74,721 Total $ 463,473 $ 427,671 Concentration of Credit Risk The amounts reflected in the Condensed Consolidated Balance Sheets for cash and cash equivalents, marketable securities, restricted cash, and trade accounts receivable are exposed to concentrations of credit risk. Although the Company maintains cash and cash equivalents with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company’s customer base consists of a significant number of geographically dispersed customers. No customer represented 10% or more of accounts receivable, net as of March 31, 2023 and December 31, 2022. Additionally, no customer accounted for 10% or more of total revenue during the three months ended March 31, 2023 and 2022. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 3. Acquisitions, Goodwill and Intangible Assets Cloudways Ltd. On September 1, 2022 (“Acquisition Date”), the Company acquired 100% of the outstanding equity interests of Cloudways, Ltd. (“Cloudways”) pursuant to a Share Purchase Agreement, dated as of August 19, 2022. This acquisition has been accounted for as a business combination. The results of Cloudways’ operations have been included in the accompanying condensed consolidated financial statements since the Acquisition Date. The acquisition of Cloudways, a leading managed cloud hosting and software-as-a-service provider for SMBs, strengthens the Company’s ability to simplify cloud computing by enabling customers to launch a business and scale it effortlessly. Cloudways was a customer of the Company prior to the acquisition, and the Company recognized revenue of approximately $6,000 from Cloudways from January 1, 2022 through the Acquisition Date. The acquisition purchase consideration, in accordance with ASC 805, totaled $311,237 and was paid in cash. The Share Purchase Agreement includes customary representations and warranties and covenants of the parties. The Company contributed $42,000 to an escrow account on the Acquisition Date to support certain post-closing indemnification obligations. The final accounting has been completed with the exception of tax procedures which is still in process. The provisional tax amounts for this business combination are subject to revision until these evaluations are completed. The following table sets forth the components and the allocation of the purchase price for the business combination and summarizes the fair values of the assets acquired and liabilities assumed at the Acquisition Date: Total consideration: Cash paid to Cloudways sellers $ 278,187 Cash contributed to escrow accounts 42,000 Other expenses 150 Less: Cash pre-funded from contingent compensation (9,100) Total consideration paid $ 311,237 Cash and cash equivalents $ 5,827 Accounts receivable 4,753 Prepayments and other current assets 547 Other long term assets 9 Identifiable intangible assets 72,000 Accounts payable (1,820) Accrued expenses (957) Deferred revenue (1,013) Deferred tax liabilities (3,097) Other current liabilities (29,660) Net identifiable assets acquired 46,589 Goodwill 264,648 Total fair value of net assets acquired $ 311,237 During the three months ended March 31, 2023, the Company recorded measurement period adjustments of $17,139 to decrease Goodwill and corresponding $18,589 to decrease Deferred tax liabilities, $748 to decrease Prepaid expenses and other current assets, and $702 to decrease Other assets on the Condensed Consolidated Balance Sheets. Additionally, the change to the provisional amount resulted in an increase to Income tax expense and Deferred tax liabilities of $1,589. The measurement period adjustments are a result of new information obtained about facts and circumstances that existed as of the acquisition date. The Company amortizes its intangible assets assuming no residual value over periods in which the economic benefit of these assets is consumed (the useful life). The fair values allocated to the identifiable intangible assets and their estimated useful lives are as follows: Intangible assets Fair Value Weighted Average Useful Life in Years Trade name $ 9,500 10 Developed technology 31,500 5 Customer relationships 31,000 7 Total identifiable intangible assets $ 72,000 Cloudways’ assets and liabilities were measured at estimated fair values on September 1, 2022. Estimates of fair value represent management’s best estimate and require a complex series of judgments about future events and uncertainties. Third-party valuation specialists were engaged to assist in the valuation of these assets and liabilities. The Company used the relief from royalty method to fair value the developed technology and the trade name intangible assets, and the multi-period excess earnings method to fair value the customer relationship intangible assets. The significant assumptions used to estimate the value of the intangible assets included discount rates, projected revenue growth rates, EBITDA margins, technology obsolescence and royalty rates. The goodwill is attributable primarily to the revenue synergies expected from combining the operations of both entities, and intangible assets that do not qualify for separate recognition, including the existing workforce acquired through the acquisition. None of the goodwill is expected to be deductible for income tax purposes. Contingent compensation Contingent compensation costs relate to payments due to a Cloudways seller for $38,830, of which $16,851 will be earned on September 1, 2023, and $7,326 will be earned on each of March 1, 2024, September 1, 2024 and March 1, 2025. Contingent compensation represents compensation for post-combination services because the payments are contingent on continuing employment of the Cloudways seller, with limited exceptions, at each payment date. Unaudited Pro Forma Financial Information The unaudited pro forma information below summarizes the combined results of the Company and Cloudways as if the Company’s acquisition of Cloudways closed on January 1, 2021 but does not necessarily reflect the combined actual results of operations of the Company and Cloudways that would have been achieved, nor are they necessarily indicative of future results of operations. The unaudited pro forma information reflects certain adjustments that were directly attributable to the acquisition of Cloudways, including additional amortization adjustments for the fair value of the assets acquired and liabilities assumed and other adjustments the Company believes are reasonable for the pro forma presentation. Pro Forma Pro-forma revenue $ 137,404 Pro-forma net loss 23,044 Other Asset Acquisitions In January 2023, the Company acquired certain assets of SnapShooter Limited for $2,500, which was accounted for as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in a developed technology intangible asset and will be amortized over five years. Additionally, the Company recognized a contingent compensation liability of $1,000 that is payable one year from the date of acquisition, contingent on continuing employment and will be recognized as compensation expense over the period that it is earned. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents, on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 469,846 $ 134 $ (107) $ 469,873 Commercial paper 121,856 25 (73) 121,808 Total Marketable securities $ 591,702 $ 159 $ (180) $ 591,681 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 549,944 $ 29 $ (849) $ 549,124 Corporate debt securities 35,293 — (86) 35,207 Commercial paper 139,489 9 (367) 139,131 Total Marketable securities $ 724,726 $ 38 $ (1,302) $ 723,462 Interest income from investments was $7,670 and $946 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, all of the Company’s available-for-sale short-term investments were due within one year. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value of our financial assets measured on a recurring basis is as follows: March 31, 2023 Level I Level II Total Cash and cash equivalents: Cash $ 19,689 $ — $ 19,689 Money market funds 1,183 — 1,183 Total Cash and cash equivalents $ 20,872 $ — $ 20,872 Marketable securities: U.S. treasury securities $ 469,873 $ — $ 469,873 Commercial paper — 121,808 121,808 Total Marketable securities $ 469,873 $ 121,808 $ 591,681 December 31, 2022 Level I Level II Total Cash and cash equivalents: Cash $ 95,117 $ — $ 95,117 Money market funds 45,655 — 45,655 Total Cash and cash equivalents $ 140,772 $ — $ 140,772 Marketable securities: U.S. treasury securities $ 549,124 $ — $ 549,124 Corporate debt securities — 35,207 35,207 Commercial paper — 139,131 139,131 Total Marketable securities $ 549,124 $ 174,338 $ 723,462 The Company classifies its highly liquid money market funds and U.S. treasury securities within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its commercial paper and corporate debt securities within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. The Company had no Level 3 financial assets as of March 31, 2023 and December 31, 2022. Financial Instruments Not Recorded at Fair Value on a Recurring Basis The Company reports financial instruments at fair value, with the exception of the 0% Convertible Senior Notes due December 1, 2026 (“Convertible Notes”). Financial instruments that are not recorded at fair value on a recurring basis are measured at fair value on a quarterly basis for disclosure purposes. The carrying values and estimated fair values of financial instruments not recorded at fair value are as follows: March 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Convertible Notes $ 1,472,148 $ 1,175,280 $ 1,470,270 $ 1,134,030 The carrying value of the Convertible Notes as of March 31, 2023 and December 31, 2022 was net of unamortized debt issuance costs of $27,852 and $29,730, respectively. The total fair value of the Convertible Notes was determined based on the closing trading price as of the last day of trading for the period. The Company considers the fair value to be a Level 2 valuation due to the limited trading activity. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Property and equipment, net Property and equipment, net consisted of the following: March 31, 2023 December 31, 2022 Computers and equipment $ 575,294 $ 564,763 Furniture and fixtures 1,511 1,511 Leasehold improvements 6,820 6,820 Internal-use software 80,132 78,649 Property and equipment, gross $ 663,757 $ 651,743 Less: accumulated amortization $ (63,876) $ (61,244) Less: accumulated depreciation (321,924) (317,329) Property and equipment, net $ 277,957 $ 273,170 Depreciation expense on property and equipment for the three months ended March 31, 2023 and 2022 was $22,372 and $20,326, respectively. The Company capitalized costs related to the development of computer software for internal use of $2,199 and $2,687 for the three months ended March 31, 2023 and 2022, respectively, which is included in internal-use software costs within Property and equipment, net. Amortization expense related to internal-use software for the three months ended March 31, 2023 and 2022 was $2,750 and $3,145, respectively. During the three months ended March 31, 2023 and 2022, the Company recorded an impairment loss of $553 and $120, respectively, related to software that is no longer being used. This impairment loss is included in Cost of revenue and Research and development on the Condensed Consolidated Statements of Operations. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility In February and March 2020, the Company entered into and subsequently amended a second amended and restated credit agreement with KeyBank National Association as administrative agent. In November 2021, the Company further amended such credit agreement to revise certain covenants that restricted the incurrence of indebtedness to permit the issuance of the convertible notes discussed below. In March 2022, the Company entered into a third amended and restated credit agreement (the “Credit Facility”) to, among other modifications, (i) remove the term loan component of the existing credit facility which had been previously repaid in full; (ii) increase the maximum borrowing limit of the revolving credit facility from $150,000 to $250,000; (iii) extend the maturity date; (iv) replace the existing maximum total net leverage ratio financial covenant with a maximum senior secured net leverage ratio financial covenant; (v) eliminate the financial covenant requirement of maintaining a minimum debt service coverage ratio; (vi) reduce the interest rates applicable to any principal amounts outstanding on the revolving credit facility as well as the annual commitment fee for unused amounts on the revolving credit facility; and (vii) replace the benchmark reference rate for U.S. Dollar loans from LIBOR to the forward-looking term rate based on the secured overnight financing rate plus a customary adjustment (“Adjusted Term SOFR”). At March 31, 2023, the Company had available borrowing capacity of $250,000 on the Credit Facility. The Credit Facility will mature on the earlier of (a) March 29, 2027 and (b) 90 days before the maturity date applicable to any outstanding convertible notes issued by the Company in an aggregate principal amount equal to or greater than $100,000. The Credit Facility is secured by a first-priority security interest in substantially all of the assets of the Company. The Credit Facility contains certain financial and operational covenants, including a maximum senior secured net leverage ratio financial covenant of 3.50x. As of March 31, 2023, the Company was in compliance with all covenants under the Credit Facility. The per annum interest rate applicable to any principal amounts outstanding under the Credit Facility for U.S. Dollar loans will be equal to (i) Adjusted Term SOFR plus (ii) an applicable margin varying from 1.25% to 2.00%, subject to a pricing grid based on the senior secured net leverage ratio. The Credit Facility provides for an annual commitment fee varying from 0.20% to 0.30%, also subject to a pricing grid based on the senior secured net leverage ratio, applied to the average daily unused amount of the revolving credit facility. The Company incurred commitment fees on the unused balance of the Credit Facility of $125 and $95 for the three months ended March 31, 2023 and 2022, respectively. Amortization of deferred financing fees for the three months ended March 31, 2023 and 2022 was $105 and $92, respectively. Convertible Notes In November 2021, the Company issued $1,500,000 aggregate principal amount of Convertible Notes in a private offering, including the exercise in full of the over-allotment option granted to the initial purchasers of $200,000. The Convertible Notes are senior unsecured obligations of the Company and do not bear interest, and the principal amount of the Convertible Notes does not accrete. The Convertible Notes will mature on December 1, 2026 unless earlier converted, redeemed, or repurchased. The net proceeds from this offering were $1,461,795 after deducting underwriting fees, expenses and commissions. Amortization of deferred financing fees for the three months ended March 31, 2023 and 2022 was $1,879 and $1,868, respectively. Each $1 of principal of the Convertible Notes will initially be convertible into 5.6018 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $178.51 per share, subject to adjustment as set forth in the indenture governing the Convertible Notes. Holders of these Convertible Notes may convert their Convertible Notes at their option at any time prior to the close of the business day immediately preceding June 1, 2026, only under the following circumstances: 1. during any calendar quarter commencing after the calendar quarter ending on March 31, 2022, if the last reported sale price of the Company’s common stock exceeds 130% of the conversion price for each of 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 on each applicable trading day; 2. during the five business day period after any ten consecutive trading day period (such ten consecutive trading day period, the “measurement period”) in which the trading price of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the common stock on such trading day and the conversion rate on such trading day; 3. if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; and 4. upon the occurrence of specified corporate events or distributions on the common stock. As none of the above circumstances have occurred as of March 31, 2023, the Convertible Notes were not convertible for the fiscal quarter ending March 31, 2023. On or after June 1, 2026 until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes at the option of the holder regardless of the foregoing circumstances. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election. The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after December 2, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price then in effect on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes), subject to certain conditions, holders may require the Company to repurchase all or a portion of the Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. |
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 bandwidth usage with various networks and internet service providers and entered into purchase orders with various vendors. The Company’s purchase commitments have not materially changed since December 31, 2022. Letters of Credit In conjunction with the execution of certain office space operating leases, a letter of credit in the amount of $1,747 and $1,935 was issued and outstanding as of March 31, 2023 and December 31, 2022, respectively. No draws have been made under the letter of credit. These funds are included as Restricted cash on the Condensed Consolidated Balance Sheets as they are related to long-term operating leases and are included in beginning and ending Cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows. The letter of credit was reduced on an annual basis until the end of 2022 and, beginning January 1, 2023, the deposit required is the minimum threshold required until the lease expiration. Legal Proceedings The Company may be involved in various legal proceedings and litigation arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate disposition of any such litigation matters, the Company believes that any such legal proceedings will not have a material adverse effect on its condensed consolidated financial position, results of operations, or liquidity. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Common Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of common and preferred stock. Holders of common stock are entitled to one vote per share. As of March 31, 2023 and December 31, 2022, the Company was authorized to issue 750,000,000 shares of common stock with a par value of $0.000025 per share. Preferred Stock In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 10,000,000 shares of preferred stock with a par value of $0.000025 per share with rights and preferences, including voting rights, designated from time to time by the Company’s Board of Directors. No shares of preferred stock were issued or outstanding as of March 31, 2023 or December 31, 2022. Share Buyback Program On February 14, 2023, the Company’s Board of Directors approved the repurchase of up to an aggregate of $500,000 of the Company’s common stock (the “2023 Share Buyback Program”). Pursuant to the 2023 Share Buyback Program, repurchases of the Company’s common stock will occur using a variety of methods, which may include but are not limited to open market purchases, the implementation of a 10b5-1 plan, and/or any other available methods in accordance with SEC and other applicable legal requirements. The 2023 Share Buyback Program is authorized throughout fiscal year 2023; however, the Company is not obligated to acquire any particular amount of common stock and the 2023 Share Buyback Program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. During the three months ended March 31, 2023, the Company repurchased and retired 7,759,973 shares of common stock pursuant to the 2023 Share Buyback Program for an aggregate purchase price of $265,901, which excludes the 1% |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plan In March 2021, the Company’s Board of Directors adopted, and the stockholders approved, the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan is a successor to and continuation of the 2013 Stock Plan. The 2021 Equity Incentive Plan became effective on the date of the IPO with no further grants being made under the 2013 Stock Plan, however, awards outstanding under the 2013 Stock Plan will continue to be governed by their existing terms. The 2021 Equity Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units awards (“RSUs”), performance awards, and other awards to employees, directors, and consultants. Shares issued pursuant to the exercise of these awards are transferable by the holder. In February 2023, the Company initiated a restructuring plan to adjust its cost structure and accelerate its timeline to achieve greater than 20% adjusted free cash flow margins (the “Restructuring Plan”), which includes both the elimination of positions across the Company as well as the shifting of additional positions across a broader geographical footprint. In connection with the Restructuring Plan, the Company recorded $3,937 of stock-based compensation related to the accelerated vesting of certain restricted stock, performance-based restricted stock units (“PRSUs”), and RSU awards during the three months ended March 31, 2023. Refer to Note 13, Restructuring, for further details of the Restructuring Plan. Stock Options Stock options granted have a maximum term of ten years from the grant date, are exercisable upon vesting and vest over a period of four years. Stock option activity for the three months ended March 31, 2023 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2023 10,153,916 $ 7.23 6.16 $ 185,188 Exercised (814,602) 6.81 Forfeited or cancelled (205,644) 11.37 Outstanding at March 31, 2023 9,133,670 7.18 5.54 292,231 Vested and exercisable at March 31, 2023 7,314,438 6.49 5.34 239,011 Vested and unvested expected to vest at March 31, 2023 8,842,139 $ 7.02 5.50 $ 284,271 The aggregate intrinsic value represents the difference between the fair value of common stock and the exercise price of outstanding in-the-money options. The aggregate intrinsic value of exercised options for the three months ended March 31, 2023 and 2022 was $21,037 and $54,392, respectively. The tax benefit from stock options exercised was $1,129 and $5,758 for the three months ended March 31, 2023 and 2022, respectively. No options were granted during the three months ended March 31, 2023 and 2022. The aggregate estimated fair value of stock options granted to participants that vested during the three months ended March 31, 2023 and 2022 was $3,836 and $4,698, respectively. As of March 31, 2023, there was $12,600 of unrecognized stock-based compensation related to outstanding stock options granted that is expected to be recognized over a weighted-average period of 1.35 years. RSUs RSUs granted typically vest over four years. RSU activity for the three months ended March 31, 2023 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2023 4,802,435 $ 44.25 Granted 3,713,808 33.97 Vested (352,763) 48.46 Forfeited or cancelled (912,505) 46.69 Unvested balance at March 31, 2023 7,250,975 38.47 Vested and expected to vest at March 31, 2023 4,596,651 $ 38.67 Forfeitures and cancellations of 912,505 shares during the three months ended March 31, 2023 were primarily due to the Restructuring Program. As of March 31, 2023, there was $165,227 of unrecognized stock-based compensation related to outstanding RSUs granted that is expected to be recognized over a weighted-average period of 3.15 years. PRSUs The Company issued PRSUs which will vest based on the achievement of each award’s established performance targets. PRSU activity for the three months ended March 31, 2023 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2023 666,122 $ 57.41 Granted 1,118,528 31.75 Vested (21,947) 41.24 Forfeited or cancelled (250,596) 34.25 Adjusted by performance factor (436,387) 60.72 Unvested balance at March 31, 2023 1,075,720 $ 35.08 At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of specified performance metrics. The cumulative effect on current and prior periods of a change in the estimated number of PRSUs that are expected to be earned during the performance period will be recognized as an adjustment to earnings in the period of the revision. Compensation cost in connection with the probable number of shares that will vest will be recognized using the accelerated attribution method. LTIP PRSUs The Company grants Long Term Incentive Plan (“LTIP”) PRSUs to certain executives of the Company during the first fiscal quarter. A percentage of the LTIP PRSUs will become eligible to vest based on the Company’s financial performance level at the end of each fiscal year. The financial performance level is determined as the percentage equal to the sum of the revenue growth percentage and profitability percentage. The number of LTIP PRSUs received will depend on the achievement of financial metrics relative to the approved performance targets. Depending on the actual financial metrics achieved relative to the target financial metrics throughout the defined performance period of the award, the number of LTIP PRSUs that vest could range from 0% to 200% of the target amount and are subject to the Board of Directors’ approval of the level of achievement against the approved performance targets. Assuming the minimum performance target is achieved, one-third of the aggregate number of the LTIP PRSUs shall vest on the later of (i) March 1 of the year after grant or (ii) two trading days following the public release of the Company’s financial results, and the remainder shall vest in eight equal quarterly installments subject, in each case, to the individual’s continuous service through the applicable vesting date. On February 24, 2022, the financial performance of the LTIP PRSUs granted in 2021 was determined to be achieved at 155% of the target amount. This resulted in a performance factor reduction of 89,769 shares from the original maximum shares achievable of 398,949. On February 16, 2023, it was determined that the financial performance of the LTIP PRSUs granted in 2022 was not achieved. This resulted in a performance factor reduction of 436,387 shares from the original maximum shares achievable of 436,387. On March 1, 2023, the Company granted an LTIP PRSU award (the “2023 LTIP PRSU”) with a maximum shares achievable of 1,118,528, subject to the above actual financial metrics achieved relative to the target financial metrics for fiscal year 2023. As of March 31, 2023, the Company determined that it was probable that the 2023 LTIP PRSUs granted with respect to the Company’s 2023 financial performance would vest. There is $14,429 of unrecognized stock-based compensation that is expected to be recognized over a weighted-average period of 1.52 years in regards to the LTIP PRSUs. Other PRSUs In addition to the above awards, certain other PRSUs have been awarded subject to other various performance measures including the achievement of revenue targets. As part of the Restructuring Plan, 20,000 PRSU shares were deemed achieved and $1,262 of stock-based compensation was included in Restructuring and other charges in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023. MRSUs On July 27, 2021, the Company’s Board of Directors granted a market-based restricted stock unit (“MRSU”) award for 3,000,000 shares of the Company’s common stock to the Company’s Chief Executive Officer, Yancey Spruill, which will vest upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals, as described below. The MRSU, which has a grant date fair value of $75,300 derived by using a discrete model based on multiple stock price-paths developed through the use of a Monte Carlo simulation, is divided into five tranches that will be earned based on the achievement of stock price goals, measured based on the average of the Company’s closing stock price over a consecutive ninety (90) trading day period during the performance period as set forth in the table below. Tranche Company Stock Price Target Number of Eligible MRSUs 1 $93.50 475,000 2 $140.00 575,000 3 $187.00 650,000 4 $233.50 650,000 5 $280.50 650,000 To the extent earned based on the stock price targets set forth above, the MRSU will vest over a seven-year period beginning on the date of grant in annual amounts equal to 14%, 14%, 14%, 14%, 14%, 15% and 15%, respectively, on each anniversary of the date of grant. MRSU activity for the three months ended March 31, 2023 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2023 3,000,000 $ 25.12 Granted — — Unvested balance at March 31, 2023 3,000,000 $ 25.12 As of March 31, 2023, there was $46,142 of unrecognized stock-based compensation related to the MRSUs granted that is expected to be recognized over a weighted-average period of 3.37 years. ESPP In March 2021, the Company’s Board of Directors adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan (“ESPP”). Eligible employees enroll in the offering period at the start of each purchase period, whereby they may purchase a number of shares at a price per share equal to 85% of the lesser of (1) the stock price at the employee’s first participation in the offering period or (2) the fair market value of the Company’s common stock on the purchase date. After the end of an offering period, a new offering will automatically begin on the date that immediately follows the conclusion of the preceding offering. 2022 Offerings A new offering period commenced on May 23, 2022 and was scheduled to consist of two purchase periods, with purchase dates of November 18, 2022 and May 19, 2023 (the “First 2022 Offering”). In connection with the purchase period that ended on November 18, 2022, there were 111,851 shares of common stock, net of shares withheld for taxes, purchased by employees at a price of $24.03. Under the terms of the ESPP, since the Company’s stock price on the first day of the purchase period beginning on November 21, 2022 was lower than the stock price at the beginning of the First 2022 Offering, the First 2022 Offering terminated and a new 12 month offering automatically commenced on November 21, 2022, with scheduled purchase dates on May 19, 2023 and November 20, 2023 (the “Second 2022 Offering”). The termination of the First 2022 Offering and commencement of the Second 2022 Offering was accounted for as a modification, which resulted in an incremental stock-based compensation of $2,069, which will be recognized over the remaining term of Second 2022 Offering. During the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation associated with the ESPP of $625 and $1,361, respectively. As of March 31, 2023, $2,292 has been withheld on behalf of employees. Restricted Shares In connection with the closing of the Nimbella acquisition on September 1, 2021, the Company issued 200,204 shares of restricted stock for $63.11 per share for a total value of $12,635 to the founders of Nimbella. These shares vest equally on March 1, 2023 and September 1, 2024 and are expensed on a straight line basis over 36 months. The restricted stock is subject to forfeiture and dependent upon each founder’s continuous service on the vesting date. As part of the Restructuring Plan, 33,963 shares of restricted stock that were issued to a former founder were vested upon the employee’s departure during the first quarter of 2023 and $2,147 of stock-based compensation was included in Restructuring and other charges in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2023. Total stock-based compensation for the three months ended March 31, 2023 and 2022 was $934 and $1,053, respectively. As of March 31, 2023, there was $3,946 of unrecognized stock-based compensation related to outstanding restricted shares granted that is expected to be recognized over a weighted-average period of 1.44 years. Stock-Based Compensation Stock-based compensation was included in the Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, 2023 2022 Cost of revenue $ 392 $ 432 Research and development 9,590 9,720 Sales and marketing 3,332 3,346 General and administrative 14,280 12,483 Restructuring and other charges 3,937 — Total stock-based compensation $ 31,531 $ 25,981 Excess income tax benefit related to stock-based compensation $ 1,580 $ 9,418 |
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 The following table presents the calculation of basic and diluted net loss per share: Three Months Ended March 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (34,937) $ (18,568) Denominator: Weighted average shares used to compute net loss per share, basic and diluted 95,565 106,980 Net loss per share attributable to common stockholders, basic and diluted $ (0.37) $ (0.17) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of March 31, 2023 2022 Stock Options 9,133,670 11,234,682 RSUs 7,250,975 3,937,760 PRSUs 1,075,720 792,011 MRSU 3,000,000 3,000,000 ESPP 404,536 125,524 Convertible Notes 8,402,700 8,402,700 Total 29,267,601 27,492,677 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The computation of the provision for or benefit from income taxes for interim periods is determined by applying the estimated annual effective tax rate to year-to-date income (loss) before tax and adjusting for discrete tax items recorded in the period, if any. For the three months ended March 31, 2023, the Company recorded a tax expense of $7,608. The effective tax rate for the three months ended March 31, 2023 was (27.8)%. The effective tax rate differs from the statutory rate primarily as a result of not recognizing deferred tax assets for U.S. losses due to a full valuation allowance against the U.S. deferred tax assets, excess tax benefits from stock-based compensation, and the mix of income in foreign jurisdictions. For the three months ended March 31, 2022, the Company recorded a tax expense of $3,338. The effective tax rate for the three months ended March 31, 2022 was (21.9)%. The effective tax rate differs from the statutory rate primarily as a result of not recognizing deferred tax assets for U.S. losses due to a full valuation allowance against the U.S. deferred tax assets, and excess tax benefits from stock-based compensation. The provision for income taxes consists primarily of income taxes related to international jurisdictions in which the Company conducts business. Based on the available supporting evidence, including the amount and timing of future taxable income, the Company has concluded that it is more likely than not that a significant portion of the deferred tax assets will not be realized. As such, the Company maintains a full valuation allowance on its U.S. deferred tax assets. For both the three months ended March 31, 2023 and 2022, uncertain tax positions recorded by the Company resulted in an expense of $83, respectively. To the extent the remaining uncertain tax positions are ultimately recognized, the Company’s effective tax rate may be impacted in future periods. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RestructuringIn February 2023, the Company initiated the Restructuring Plan to adjust its cost structure and accelerate its timeline to achieve greater than 20% adjusted free cash flow margins, which includes both the elimination of positions across the Company as well as the shifting of additional positions across a broader geographical footprint. The aggregate restructuring charges in connection with the Restructuring Plan is approximately $24,000, which is expected to be substantially complete by the end of the third quarter of 2023. The Company recorded Restructuring and other charges of $20,869 for the three months ended March 31, 2023, which consisted of $16,932 primarily related to one-time severance and benefit payments, as well as $3,937 of stock-based compensation related to vesting of certain equity awards. The following table summarizes the Company’s restructuring liability that is included in Other current liabilities in the Condensed Consolidated Balance Sheets: Severance and Other Employee Costs Balance as of December 31, 2022 $ — Restructuring charges 16,932 Cash payments (11,261) Balance as of March 31, 2023 $ 5,671 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsFrom April 1, 2023 through May 5, 2023, the Company repurchased and retired 1,646,270 shares of common stock pursuant to the 2023 Share Buyback Program for an aggregate purchase price of $59,949, which excludes the 1% excise tax of $599 imposed under the Inflation Reduction Act. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of ConsolidationThe accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include accounts of the Company and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long-lived assets, capitalized internal-use software development costs, accounting for stock-based compensation, the incremental borrowing rate used to determine lease liabilities, valuation allowances against deferred tax assets, and the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Segment Information | Segment Information The Company’s chief operating decision maker, the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company has one operating and reporting segment. |
Concentration of Credit Risk | Concentration of Credit Risk The amounts reflected in the Condensed Consolidated Balance Sheets for cash and cash equivalents, marketable securities, restricted cash, and trade accounts receivable are exposed to concentrations of credit risk. Although the Company maintains cash and cash equivalents with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents and restricted cash per the Condensed Consolidated Statements of Cash Flows: March 31, 2023 2022 Cash and cash equivalents $ 20,872 $ 464,836 Restricted cash included in Prepaid expenses and other current assets (1) 9,100 — Restricted cash (2) 1,747 2,038 Total cash, cash equivalents and restricted cash $ 31,719 $ 466,874 ___________________ (1) Includes contingent compensation deposits related to the Cloudways acquisition. (2) Includes deposits in financial institutions related to letters of credit used to secure lease agreements. |
Reconciliation of Restricted Cash | The following table reconciles cash, cash equivalents and restricted cash per the Condensed Consolidated Statements of Cash Flows: March 31, 2023 2022 Cash and cash equivalents $ 20,872 $ 464,836 Restricted cash included in Prepaid expenses and other current assets (1) 9,100 — Restricted cash (2) 1,747 2,038 Total cash, cash equivalents and restricted cash $ 31,719 $ 466,874 ___________________ (1) Includes contingent compensation deposits related to the Cloudways acquisition. (2) Includes deposits in financial institutions related to letters of credit used to secure lease agreements. |
Disclosure of Changes in Allowance for Doubtful Accounts | Amount Balance as of December 31, 2022 $ 6,099 Provision for expected credit losses 3,987 Write-offs and other (3,938) Balance as of March 31, 2023 $ 6,148 |
Revenue by Geographic Areas | Revenue, as determined based on the billing address of the Company’s customers, was as follows: Three Months Ended March 31, 2023 2022 North America 38 % 38 % Europe 29 29 Asia 23 23 Other 10 10 Total 100 % 100 % |
Long-lived Assets by Geographic Areas | The geographic locations of the Company’s long-lived assets, net, based on physical location of the assets is as follows: March 31, 2023 December 31, 2022 United States $ 207,448 $ 206,118 Singapore 57,150 60,607 Germany 71,232 50,274 Netherlands 54,777 35,951 Other 72,866 74,721 Total $ 463,473 $ 427,671 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table sets forth the components and the allocation of the purchase price for the business combination and summarizes the fair values of the assets acquired and liabilities assumed at the Acquisition Date: Total consideration: Cash paid to Cloudways sellers $ 278,187 Cash contributed to escrow accounts 42,000 Other expenses 150 Less: Cash pre-funded from contingent compensation (9,100) Total consideration paid $ 311,237 Cash and cash equivalents $ 5,827 Accounts receivable 4,753 Prepayments and other current assets 547 Other long term assets 9 Identifiable intangible assets 72,000 Accounts payable (1,820) Accrued expenses (957) Deferred revenue (1,013) Deferred tax liabilities (3,097) Other current liabilities (29,660) Net identifiable assets acquired 46,589 Goodwill 264,648 Total fair value of net assets acquired $ 311,237 |
Schedule of Assets Acquired | The fair values allocated to the identifiable intangible assets and their estimated useful lives are as follows: Intangible assets Fair Value Weighted Average Useful Life in Years Trade name $ 9,500 10 Developed technology 31,500 5 Customer relationships 31,000 7 Total identifiable intangible assets $ 72,000 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | Pro Forma Pro-forma revenue $ 137,404 Pro-forma net loss 23,044 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents, on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. March 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 469,846 $ 134 $ (107) $ 469,873 Commercial paper 121,856 25 (73) 121,808 Total Marketable securities $ 591,702 $ 159 $ (180) $ 591,681 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 549,944 $ 29 $ (849) $ 549,124 Corporate debt securities 35,293 — (86) 35,207 Commercial paper 139,489 9 (367) 139,131 Total Marketable securities $ 724,726 $ 38 $ (1,302) $ 723,462 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured on a Recurring Basis | The fair value of our financial assets measured on a recurring basis is as follows: March 31, 2023 Level I Level II Total Cash and cash equivalents: Cash $ 19,689 $ — $ 19,689 Money market funds 1,183 — 1,183 Total Cash and cash equivalents $ 20,872 $ — $ 20,872 Marketable securities: U.S. treasury securities $ 469,873 $ — $ 469,873 Commercial paper — 121,808 121,808 Total Marketable securities $ 469,873 $ 121,808 $ 591,681 December 31, 2022 Level I Level II Total Cash and cash equivalents: Cash $ 95,117 $ — $ 95,117 Money market funds 45,655 — 45,655 Total Cash and cash equivalents $ 140,772 $ — $ 140,772 Marketable securities: U.S. treasury securities $ 549,124 $ — $ 549,124 Corporate debt securities — 35,207 35,207 Commercial paper — 139,131 139,131 Total Marketable securities $ 549,124 $ 174,338 $ 723,462 March 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value Convertible Notes $ 1,472,148 $ 1,175,280 $ 1,470,270 $ 1,134,030 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, 2023 December 31, 2022 Computers and equipment $ 575,294 $ 564,763 Furniture and fixtures 1,511 1,511 Leasehold improvements 6,820 6,820 Internal-use software 80,132 78,649 Property and equipment, gross $ 663,757 $ 651,743 Less: accumulated amortization $ (63,876) $ (61,244) Less: accumulated depreciation (321,924) (317,329) Property and equipment, net $ 277,957 $ 273,170 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2023 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2023 10,153,916 $ 7.23 6.16 $ 185,188 Exercised (814,602) 6.81 Forfeited or cancelled (205,644) 11.37 Outstanding at March 31, 2023 9,133,670 7.18 5.54 292,231 Vested and exercisable at March 31, 2023 7,314,438 6.49 5.34 239,011 Vested and unvested expected to vest at March 31, 2023 8,842,139 $ 7.02 5.50 $ 284,271 |
Schedule of RSU Activity | RSU activity for the three months ended March 31, 2023 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2023 4,802,435 $ 44.25 Granted 3,713,808 33.97 Vested (352,763) 48.46 Forfeited or cancelled (912,505) 46.69 Unvested balance at March 31, 2023 7,250,975 38.47 Vested and expected to vest at March 31, 2023 4,596,651 $ 38.67 |
Schedule of PRSU Activity | PRSU activity for the three months ended March 31, 2023 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2023 666,122 $ 57.41 Granted 1,118,528 31.75 Vested (21,947) 41.24 Forfeited or cancelled (250,596) 34.25 Adjusted by performance factor (436,387) 60.72 Unvested balance at March 31, 2023 1,075,720 $ 35.08 |
Summary of Share-Based Payment Arrangement and Price Targets | The MRSU, which has a grant date fair value of $75,300 derived by using a discrete model based on multiple stock price-paths developed through the use of a Monte Carlo simulation, is divided into five tranches that will be earned based on the achievement of stock price goals, measured based on the average of the Company’s closing stock price over a consecutive ninety (90) trading day period during the performance period as set forth in the table below. Tranche Company Stock Price Target Number of Eligible MRSUs 1 $93.50 475,000 2 $140.00 575,000 3 $187.00 650,000 4 $233.50 650,000 5 $280.50 650,000 |
Schedule of MRSU Activity | MRSU activity for the three months ended March 31, 2023 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2023 3,000,000 $ 25.12 Granted — — Unvested balance at March 31, 2023 3,000,000 $ 25.12 |
Summary of Stock-Based Compensation Expense | Stock-based compensation was included in the Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, 2023 2022 Cost of revenue $ 392 $ 432 Research and development 9,590 9,720 Sales and marketing 3,332 3,346 General and administrative 14,280 12,483 Restructuring and other charges 3,937 — Total stock-based compensation $ 31,531 $ 25,981 Excess income tax benefit related to stock-based compensation $ 1,580 $ 9,418 |
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 Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share: Three Months Ended March 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (34,937) $ (18,568) Denominator: Weighted average shares used to compute net loss per share, basic and diluted 95,565 106,980 Net loss per share attributable to common stockholders, basic and diluted $ (0.37) $ (0.17) |
Schedule of Anti-Dilutive Securities Excluded from Computation of Net Loss Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: As of March 31, 2023 2022 Stock Options 9,133,670 11,234,682 RSUs 7,250,975 3,937,760 PRSUs 1,075,720 792,011 MRSU 3,000,000 3,000,000 ESPP 404,536 125,524 Convertible Notes 8,402,700 8,402,700 Total 29,267,601 27,492,677 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the Company’s restructuring liability that is included in Other current liabilities in the Condensed Consolidated Balance Sheets: Severance and Other Employee Costs Balance as of December 31, 2022 $ — Restructuring charges 16,932 Cash payments (11,261) Balance as of March 31, 2023 $ 5,671 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 20,872 | $ 140,772 | $ 464,836 | |
Restricted cash included in Prepaid expenses and other current assets | 9,100 | 0 | ||
Restricted cash | 1,747 | 2,038 | ||
Total cash, cash equivalents and restricted cash | $ 31,719 | $ 151,807 | $ 466,874 | $ 1,715,425 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disclosure of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ 6,099 | |
Provision for expected credit losses | 3,987 | $ 4,023 |
Write-offs and other | (3,938) | |
Ending Balance | $ 6,148 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Revenue by Geographic Areas (Details) - Geographic Concentration Risk - Revenue from Contract with Customer | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 100% | 100% |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 38% | 38% |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 29% | 29% |
Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 23% | 23% |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 10% | 10% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Concentration Risk [Line Items] | |||
Deferred revenue | $ | $ 5,015 | $ 5,550 | |
Revenue recognized during period | $ | $ 2,118 | $ 1,735 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Geographic Concentration Risk | Revenue from Contract with Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100% | 100% | |
U.S. | Geographic Concentration Risk | Revenue from Contract with Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 31% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies -Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 463,473 | $ 427,671 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 207,448 | 206,118 |
NETHERLANDS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 57,150 | 60,607 |
SINGAPORE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 71,232 | 50,274 |
GERMANY | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 54,777 | 35,951 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 72,866 | $ 74,721 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | |
Sep. 01, 2022 | Jan. 31, 2023 | Mar. 31, 2023 | Aug. 31, 2022 | |
Snap Shooter Limited | ||||
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 2,500,000 | |||
Useful life | 5 years | |||
Less: Cash pre-funded from contingent compensation | $ 1,000 | |||
Cloudways Ltd. | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | $ 311,237,000 | |||
Cash contributed to escrow accounts | 42,000,000 | |||
Contingent compensations costs | 38,830,000 | |||
Payments to Acquire Businesses, Gross | $ 278,187,000 | |||
Business acquisition, percentage of voting interests acquired | 100% | |||
Measurement period adjustment | $ (17,139) | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liabilities | 18,589 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Prepaid Expenses And Other Current Assets | 748 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Other Assets | 702 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Income Taxes And Deferred Tax Liabilities | $ 1,589 | |||
Revenue recognized prior to acquisition | $ 6,000 | |||
Cloudways Ltd. | Earned September1 2023 | ||||
Business Acquisition [Line Items] | ||||
Contingent compensations costs | $ 16,851,000 | |||
Cloudways Ltd. | Earned On March 1, 2024, September 1, 2024, and March 1, 2025 | ||||
Business Acquisition [Line Items] | ||||
Contingent compensations costs | $ 7,326,000 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 296,579 | $ 313,718 | |
Cloudways Ltd. | |||
Business Acquisition [Line Items] | |||
Cash paid to Cloudways sellers | $ 278,187 | ||
Cash contributed to escrow accounts | 42,000 | ||
Other expenses | 150 | ||
Less: Cash pre-funded from contingent compensation | (9,100) | ||
Total consideration paid | 311,237 | ||
Cash and cash equivalents | 5,827 | ||
Accounts receivable | 4,753 | ||
Prepayments and other current assets | 547 | ||
Other long term assets | 9 | ||
Identifiable intangible assets | 72,000 | ||
Accounts payable | (1,820) | ||
Accrued expenses | (957) | ||
Deferred revenue | (1,013) | ||
Deferred tax liabilities | (3,097) | ||
Other current liabilities | (29,660) | ||
Net identifiable assets acquired | 46,589 | ||
Goodwill | 264,648 | ||
Total fair value of net assets acquired | $ 311,237 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets (Details) - Cloudways Ltd. $ in Thousands | Sep. 01, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 72,000 |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 31,500 |
Weighted Average Useful Life in Years | 5 years |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 31,000 |
Weighted Average Useful Life in Years | 7 years |
Trade name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 9,500 |
Weighted Average Useful Life in Years | 10 years |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - Cloudways Ltd. $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Pro-forma revenue | $ 137,404 |
Pro-forma net loss | $ 23,044 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | $ 591,702 | $ 724,726 | |
Gross Unrealized Gains | 159 | $ 38 | |
Gross Unrealized Losses | (180) | (1,302) | |
Fair Value | 591,681 | 723,462 | |
U.S. treasury securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 469,846 | 549,944 | |
Gross Unrealized Gains | 134 | 29 | |
Gross Unrealized Losses | (107) | (849) | |
Fair Value | 469,873 | 549,124 | |
Corporate debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 35,293 | ||
Gross Unrealized Gains | 0 | ||
Gross Unrealized Losses | (86) | ||
Fair Value | 35,207 | ||
Commercial paper | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized Cost | 121,856 | 139,489 | |
Gross Unrealized Gains | 25 | 9 | |
Gross Unrealized Losses | (73) | $ (367) | |
Fair Value | $ 121,808 | $ 139,131 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) security | Mar. 31, 2022 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||
Interest income | $ | $ 7,670 | $ 946 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Number of Positions | security | 9 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | $ 591,681 | $ 723,462 |
Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 20,872 | 140,772 |
Marketable securities: | 591,681 | 723,462 |
Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 20,872 | 140,772 |
Marketable securities: | 469,873 | 549,124 |
Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Marketable securities: | 121,808 | 174,338 |
Cash | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 19,689 | 95,117 |
Cash | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 19,689 | 95,117 |
Cash | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Money market funds | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 1,183 | 45,655 |
Money market funds | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 1,183 | 45,655 |
Money market funds | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Commercial paper | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 121,808 | 139,131 |
Commercial paper | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 121,808 | 139,131 |
Commercial paper | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 0 | 0 |
Commercial paper | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 121,808 | 139,131 |
U.S. treasury securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 469,873 | 549,124 |
U.S. treasury securities | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 469,873 | 549,124 |
U.S. treasury securities | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 469,873 | 549,124 |
U.S. treasury securities | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | $ 0 | 0 |
Corporate debt securities | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 35,207 | |
Corporate debt securities | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 0 | |
Corporate debt securities | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | $ 35,207 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2021 |
Convertible Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unamortized discount and debt issuance costs | $ 27,852 | $ 29,730 | |
Convertible Senior Notes Due 2026 | Senior Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Interest rate | 0% |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible Notes Measurement (Details) - Convertible Notes - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible Notes | $ 1,472,148 | $ 1,470,270 |
Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible Notes | $ 1,175,280 | $ 1,134,030 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 663,757 | $ 651,743 |
Less: accumulated amortization | (63,876) | (61,244) |
Less: accumulated depreciation | (321,924) | (317,329) |
Property and equipment, net | 277,957 | 273,170 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 575,294 | 564,763 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,511 | 1,511 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,820 | 6,820 |
Internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 80,132 | $ 78,649 |
Balance Sheet Details - Narrati
Balance Sheet Details - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $ 22,372 | $ 20,326 |
Capitalized computer software | 2,199 | 2,687 |
Amortization expense related to internal-use software | 2,750 | 3,145 |
Impairment loss | $ 553 | $ 120 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2021 USD ($) d $ / shares | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Interest and amortization of deferred financing fees | $ 2,189,000 | $ 2,059,000 | ||
Proceeds from issuance of convertible notes, net of issuance costs | $ 1,461,795,000 | |||
Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | |||
Commitment fees on unused balance | 125,000 | 95,000 | ||
Amortization | $ 105,000 | 92,000 | ||
Credit Facility | KayBank National Association | ||||
Debt Instrument [Line Items] | ||||
Debt service coverage ratio | 3.50 | |||
Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 100,000,000 | |||
Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component One | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 1.25% | |||
Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Variable Rate Component One | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 2% | |||
Senior Notes | Convertible Senior Notes Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 1,500,000,000 | |||
Interest and amortization of deferred financing fees | $ 1,879,000 | $ 1,868,000 | ||
Conversion ratio, number of shares | 5.6018 | |||
Conversion price | $ / shares | $ 178.51 | |||
Scheduled trading days | 25 days | |||
Redemption price, percentage | 100% | |||
Senior Notes | Convertible Senior Notes Due 2026 | Debt Conversion, Period One | ||||
Debt Instrument [Line Items] | ||||
Percentage of stock price trigger | 130% | |||
Trading days | d | 20,000 | |||
Consecutive trading days | d | 30,000 | |||
Senior Notes | Convertible Senior Notes Due 2026 | Debt Conversion, Period Two | ||||
Debt Instrument [Line Items] | ||||
Consecutive trading days | d | 10,000 | |||
Business days after trading period | d | 5,000 | |||
Redemption price, percentage | 98% | |||
Senior Notes | Convertible Senior Notes Due 2026 | Underwriters' Option | ||||
Debt Instrument [Line Items] | ||||
Consideration received | $ 200,000,000 | |||
Line of Credit | Credit Facility | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 150,000,000 | |||
Line of Credit | Credit Facility | Revolving Credit Facility [Member] | Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.20% | |||
Line of Credit | Credit Facility | Revolving Credit Facility [Member] | Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.30% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding, amount | $ 1,747 | $ 1,935 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) vote $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 $ / shares shares | Feb. 23, 2022 USD ($) | |
Class of Stock [Line Items] | ||||
Common stock, voting rights | vote | 1 | |||
Common stock, shares authorized (in shares) | shares | 750,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000025 | $ 0.000025 | ||
Preferred stock, shares authorized (in shares) | shares | 10,000,000 | |||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.000025 | $ 0.000025 | ||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | ||
Preferred stock, shares issued (in shares) | shares | 0 | 0 | ||
Repurchase and retirement of common stock | $ | $ 268,560 | $ 150,000 | ||
2023 Share Buyback Program | ||||
Class of Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ | $ 500,000 | |||
Repurchase and retirement of common stock (in shares) | shares | 7,759,973 | |||
Repurchase and retirement of common stock | $ | $ 265,901 | |||
Remaining authorized purchase amount | $ | 234,099 | |||
Excise taxes imposed | $ | $ 2,659 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 01, 2023 shares | Nov. 18, 2022 $ / shares shares | Mar. 01, 2022 shares | Feb. 24, 2022 shares | Nov. 19, 2021 | Sep. 01, 2021 shares | Jul. 27, 2021 segment shares | Jun. 10, 2021 segment | Feb. 28, 2023 | Mar. 31, 2023 USD ($) shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 $ / shares | May 23, 2022 segment | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options, exercised in period, intrinsic value | $ | $ 21,037 | $ 54,392 | |||||||||||
Options, granted, number (in shares) | shares | 0 | ||||||||||||
Stock options, granted in period, aggregate estimated fair value | $ | $ 3,836 | 4,698 | |||||||||||
Stock options, unrecognized stock-based compensation expense | $ | 12,600 | ||||||||||||
Number of trading days | segment | 90 | ||||||||||||
Stock-based compensation expense | $ | 31,531 | 25,981 | |||||||||||
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | $ | 1,129 | 5,758 | |||||||||||
Restructuring Plan, Adjusted Free Cash Flow Margin | 0.20 | ||||||||||||
Restructuring and other charges | $ | 20,869 | 0 | |||||||||||
Restructuring and other charges | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation expense | $ | 3,937 | 0 | |||||||||||
The Restructuring Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Restructuring Plan, Adjusted Free Cash Flow Margin | 0.20 | ||||||||||||
IPO | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based award, amount withheld for employees | $ | $ 2,292 | ||||||||||||
Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 0% | ||||||||||||
Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 200% | ||||||||||||
Stock Options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options, vesting period | 4 years | ||||||||||||
Stock options, expiration period | 10 years | ||||||||||||
Unrecognized stock-based compensation expense, average recognition period | 1 year 4 months 6 days | ||||||||||||
RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options, vesting period | 4 years | ||||||||||||
Unrecognized stock-based compensation expense, average recognition period | 3 years 1 month 24 days | ||||||||||||
Unrecognized stock-based compensation expense | $ | $ 165,227 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 352,763 | ||||||||||||
Granted (in shares) | shares | 3,713,808 | ||||||||||||
RSUs | The Restructuring Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Restructuring and other charges | $ | $ 2,147 | ||||||||||||
Shares, Issued | shares | 33,963 | ||||||||||||
RSUs | 1 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of common stock reserved for future issuance, number available for grant (in shares) | shares | 475,000 | ||||||||||||
RSUs | 2 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of common stock reserved for future issuance, number available for grant (in shares) | shares | 575,000 | ||||||||||||
RSUs | 3 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of common stock reserved for future issuance, number available for grant (in shares) | shares | 650,000 | ||||||||||||
RSUs | 4 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of common stock reserved for future issuance, number available for grant (in shares) | shares | 650,000 | ||||||||||||
RSUs | 5 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares of common stock reserved for future issuance, number available for grant (in shares) | shares | 650,000 | ||||||||||||
PRSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options, granted, number (in shares) | shares | 1,118,528 | 398,949 | |||||||||||
Unrecognized stock-based compensation expense, average recognition period | 1 year 6 months 7 days | ||||||||||||
Unrecognized stock-based compensation expense | $ | $ 14,429 | ||||||||||||
Number of quarterly installments | segment | 8 | ||||||||||||
Percentage of target award (in percent) | 155% | ||||||||||||
Increase (decrease) in performance factor (in shares) | shares | 89,769 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 21,947 | ||||||||||||
Granted (in shares) | shares | 1,118,528 | ||||||||||||
PRSUs | The Restructuring Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | shares | 20,000 | ||||||||||||
Restructuring and other charges | $ | $ 1,262 | ||||||||||||
PRSUs | 1 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 33.33% | ||||||||||||
PRSUs | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Options, granted, number (in shares) | shares | 436,387 | ||||||||||||
Number of trading days | segment | 2 | ||||||||||||
Market-Based Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options, vesting period | 7 years | ||||||||||||
Unrecognized stock-based compensation expense, average recognition period | 3 years 4 months 13 days | ||||||||||||
Unrecognized stock-based compensation expense | $ | $ 46,142 | ||||||||||||
Shares of common stock reserved for future issuance, number available for grant (in shares) | shares | 3,000,000 | ||||||||||||
Market-Based Restricted Stock | 1 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 14% | ||||||||||||
Market-Based Restricted Stock | 2 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 14% | ||||||||||||
Market-Based Restricted Stock | 3 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 14% | ||||||||||||
Market-Based Restricted Stock | 4 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 14% | ||||||||||||
Market-Based Restricted Stock | 5 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 14% | ||||||||||||
Market-Based Restricted Stock | 6 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 15% | ||||||||||||
Market-Based Restricted Stock | 7 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting percentage | 15% | ||||||||||||
Employee Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number Of Purchase Periods | segment | 2 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Incremental Stock-Based Compensation | $ | 2,069 | ||||||||||||
2021 Employee Stock Purchase Plan | Employee Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Purchase price of common stock, percent | 85% | ||||||||||||
Stock-based compensation expense | $ | 625 | 1,361 | |||||||||||
2021 Employee Stock Purchase Plan | Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation expense | $ | $ 934 | $ 1,053 | |||||||||||
2022 Employee Stock Purchase Plan | Employee Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance of common stock under employee stock purchase plan, net of taxes withheld (in shares) | shares | 111,851 | ||||||||||||
Purchase price of shares (in usd per share) | $ / shares | $ 24.03 | ||||||||||||
Acquisition of Nimbella | Restricted Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options, vesting period | 36 months | ||||||||||||
Unrecognized stock-based compensation expense, average recognition period | 1 year 5 months 8 days | ||||||||||||
Unrecognized stock-based compensation expense | $ | $ 3,946 | ||||||||||||
Granted (in shares) | shares | 200,204 | ||||||||||||
Restricted stock share price (in dollars per share) | $ / shares | $ 63.11 | ||||||||||||
Value of restricted stock granted to founders of Nimbella | $ | $ 12,635 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Options Outstanding | ||
Number of options outstanding at the beginning of the period (in shares) | 10,153,916 | |
Exercised (in shares) | (814,602) | |
Forfeited or cancelled (in shares) | (205,644) | |
Number of options outstanding at the end of the period (in shares) | 9,133,670 | 10,153,916 |
Vested and exercisable at end of period (in shares) | 7,314,438 | |
Vested and unvested expected to vest at end of period (in shares) | 8,842,139 | |
Weighted-Average Exercise Price | ||
Weighted-average exercise price outstanding at beginning of period (in dollars per share) | $ 7.23 | |
Exercised (in dollars per share) | 6.81 | |
Forfeited or cancelled (in dollars per share) | 11.37 | |
Weighted-average exercise price outstanding at end of period (in dollars per share) | 7.18 | $ 7.23 |
Vested and exercisable at end of period (in dollars per share) | 6.49 | |
Vested and unvested expected to vest at end of period (in dollars per share) | $ 7.02 | |
Weighted-Average Remaining Life in Years | ||
Weighted average remaining life (in years) | 5 years 6 months 14 days | 6 years 1 month 28 days |
Vested and exercisable at end of period (in years) | 5 years 4 months 2 days | |
Vested and unvested expected to vest at end of period (in years) | 5 years 6 months | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value at beginning of period | $ 185,188 | |
Aggregate intrinsic value at end of period | 292,231 | $ 185,188 |
Vested and exercisable at March 31, 2023 | 239,011 | |
Vested and unvested expected to vest at March 31, 2023 | $ 284,271 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU & PRSU Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Weighted-Average Fair Value | |
Forfeited or cancelled (in dollars per share) | $ 11.37 |
RSUs | |
Shares | |
Unvested balance at beginning of period (in shares) | shares | 4,802,435 |
Granted (in shares) | shares | 3,713,808 |
Vested (in shares) | shares | (352,763) |
Forfeited or cancelled (in shares) | shares | (912,505) |
Unvested balance at end of period (in shares) | shares | 7,250,975 |
Vested and expected to vest (in shares) | shares | 4,596,651 |
Weighted-Average Fair Value | |
Unvested balance at beginning of period (in dollars per share) | $ 44.25 |
Granted (in dollars per share) | 33.97 |
Vested (in dollars per share) | 48.46 |
Forfeited or cancelled (in dollars per share) | 46.69 |
Unvested balance at end of period (in dollars per share) | 38.47 |
Vested and expected to vest (in dollars per share) | $ 38.67 |
PRSUs | |
Shares | |
Unvested balance at beginning of period (in shares) | shares | 666,122 |
Granted (in shares) | shares | 1,118,528 |
Vested (in shares) | shares | (21,947) |
Forfeited or cancelled (in shares) | shares | (250,596) |
Adjusted by performance factor | shares | (436,387) |
Unvested balance at end of period (in shares) | shares | 1,075,720 |
Weighted-Average Fair Value | |
Unvested balance at beginning of period (in dollars per share) | $ 57.41 |
Granted (in dollars per share) | 31.75 |
Vested (in dollars per share) | 41.24 |
Forfeited or cancelled (in dollars per share) | 34.25 |
Adjusted for performance factor (in usd per share) | 60.72 |
Unvested balance at end of period (in dollars per share) | $ 35.08 |
Stock-Based Compensation - MRSU
Stock-Based Compensation - MRSUs Share-Based Payment Arrangements and Price Targets (Details) $ / shares in Units, $ in Thousands | Jul. 27, 2021 USD ($) segment tranche $ / shares shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of trading days | segment | 90 |
MRSUs | 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company stock price target (in dollars per share) | $ / shares | $ 93.50 |
Number of eligible MRSUs (in shares) | 475,000 |
MRSUs | 2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company stock price target (in dollars per share) | $ / shares | $ 140 |
Number of eligible MRSUs (in shares) | 575,000 |
MRSUs | 3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company stock price target (in dollars per share) | $ / shares | $ 187 |
Number of eligible MRSUs (in shares) | 650,000 |
MRSUs | 4 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company stock price target (in dollars per share) | $ / shares | $ 233.50 |
Number of eligible MRSUs (in shares) | 650,000 |
MRSUs | 5 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company stock price target (in dollars per share) | $ / shares | $ 280.50 |
Number of eligible MRSUs (in shares) | 650,000 |
Market-Based Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of eligible MRSUs (in shares) | 3,000,000 |
Grant date fair value | $ | $ 75,300 |
Number of tranches | tranche | 5 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of MRSU Activity (Details) - MRSU | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Shares | |
Unvested balance at beginning of period (in shares) | shares | 3,000,000 |
Granted (in shares) | shares | 0 |
Unvested balance at end of period (in shares) | shares | 3,000,000 |
Weighted-Average Fair Value | |
Unvested balance at beginning of period (in dollars per share) | $ / shares | $ 25.12 |
Granted (in dollars per share) | $ / shares | 0 |
Unvested balance at end of period (in dollars per share) | $ / shares | $ 25.12 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 31,531 | $ 25,981 |
Excess income tax benefit related to stock-based compensation | 1,580 | 9,418 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 392 | 432 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 9,590 | 9,720 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 3,332 | 3,346 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 14,280 | 12,483 |
Restructuring and other charges | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 3,937 | $ 0 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholder - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders, basic | $ (34,937) | $ (18,568) |
Weighted-average shares used to compute net loss per share, basic (in shares) | 95,565,000 | 106,980,000 |
Basic net income (loss) per share (in usd per share) | $ (0.37) | $ (0.17) |
Diluted net income (loss) per share: | ||
Number of shares used in basic calculation (in shares) | 95,565,000 | 106,980,000 |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.37) | $ (0.17) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholder - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 29,267,601 | 27,492,677 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 9,133,670 | 11,234,682 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 7,250,975 | 3,937,760 |
PRSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 1,075,720 | 792,011 |
MRSU | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 3,000,000 | 3,000,000 |
ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 404,536 | 125,524 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 8,402,700 | 8,402,700 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Uncertain tax positions expense | $ 83 | |
Income tax expense | $ 7,608 | $ 3,338 |
Effective income tax rate | (27.80%) | (21.90%) |
Restructuring - Severance and O
Restructuring - Severance and Other Employee Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring charges | $ 20,869 | $ 0 |
Employee Severance | The Restructuring Plan | ||
Restructuring Reserve [Roll Forward] | ||
Balance as of December 31, 2022 | 0 | |
Restructuring charges | 16,932 | |
Cash payments | (11,261) | |
Balance as of March 31, 2023 | $ 5,671 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2023 | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Plan, Adjusted Free Cash Flow Margin | 0.20 | ||
Restructuring and other charges | $ 20,869 | $ 0 | |
Stock-based compensation expense | 31,531 | 25,981 | |
Restructuring and other charges | |||
Restructuring Cost and Reserve [Line Items] | |||
Stock-based compensation expense | 3,937 | $ 0 | |
The Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Plan, Adjusted Free Cash Flow Margin | 0.20 | ||
The Restructuring Plan | Restructuring and other charges | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Expected Cost | 24,000 | ||
The Restructuring Plan | Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and other charges | $ 16,932 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Subsequent Event $ in Thousands | 1 Months Ended |
May 05, 2023 USD ($) shares | |
Subsequent Event [Line Items] | |
Repurchase and retirement of common stock (in shares) | shares | 1,646,270 |
Stock repurchased cost | $ 59,949 |
Excise taxes imposed | $ 599 |