Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 09, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,910 | ||
Entity Common Stock, Shares Outstanding | 96,956,164 | ||
Documents Incorporated by Reference | Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001582961 | ||
Amendment Flag | true | ||
Amendment Description | EXPLANATORY NOTEDigitalOcean Holdings, Inc. (the “Company”) is filing this Annual Report on Form 10-K/A, Amendment No. 1 (the “Amended Report”) to amend its Annual Report on Form 10-K for the year ended December 31, 2022 originally filed with the Securities and Exchange Commission (“SEC”) on February 22, 2023 (the “Original Report”) to make certain changes, as described below.In preparing the Company’s consolidated financial statements for the three and six months ended June 30, 2023, the Company identified errors primarily related to the Company’s accounting for income tax expense, of which $3.5 million results in the understatement of its reported loss for the year ended December 31, 2022. The Company assessed the materiality of the errors both quantitatively and qualitatively and determined these errors to be immaterial to the 2022 consolidated financial statements. However, the Company concluded that the effect of correcting the errors in 2023 (in aggregation with other 2023 errors) would materially misstate the Company’s unaudited consolidated financial statements for the three months ended March 31, 2023 and, accordingly, determined that it was necessary to revise the consolidated financial statements it previously issued with respect to the year ended December 31, 2022. The remainder of the notes to the Company's consolidated financial statements have been updated and revised, as applicable, to reflect the impacts of the adjustments described in Note 2. Summary of Significant Accounting Policies.As a result of the errors described above and the related restatement, the Company has identified a material weakness in its internal control over financial reporting (“ICFR”), as described in more detail in Part II — Item 9A. Controls and Procedures. The Company’s management concluded that the Company’s disclosure controls and procedures (“DCP”) and ICFR were not effective as of December 31, 2022.The Company is filing this Amended Report to restate management’s assessment of the Company’s ICFR and its DCP to indicate that they were not effective as of December 31, 2022 because of the identification of this material weakness in its ICFR. The Company’s independent registered public accounting firm for the year ended December 31, 2022, Ernst & Young LLP, has also restated their opinion on the Company’s ICFR. A discussion of the Company’s plans to remediate this material weakness is set forth in Part II — Item 9A. Controls and Procedures.This Amended Report also reflects the correction of certain immaterial errors in our previously issued consolidated financial statements as of and for the year ended December 31, 2022 included in this filing as an immaterial revision of the previously reported financial statements and related notes thereto. For a more detailed description of this revision, refer to the section entitled Note 2. Summary of Significant Accounting Policies. | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | New York, New York |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 140,772 | $ 1,713,387 |
Marketable securities | 723,462 | 0 |
Accounts receivable, less allowance for credit losses of $6,099 and $4,212, respectively | 53,833 | 39,619 |
Prepaid expenses and other current assets | 27,924 | 17,050 |
Total current assets | 945,991 | 1,770,056 |
Noncurrent assets: | ||
Property and equipment, net | 273,170 | 249,643 |
Restricted cash | 1,935 | 2,038 |
Goodwill | 315,168 | 32,170 |
Intangible assets, net | 118,928 | 42,915 |
Operating lease right-of-use assets, net | 153,701 | 0 |
Deferred tax assets | 751 | 88 |
Other assets | 5,987 | 4,085 |
Total assets | 1,815,631 | 2,100,995 |
Current liabilities: | ||
Accounts payable | 21,138 | 12,657 |
Accrued other expenses | 33,987 | 31,907 |
Deferred revenue | 5,550 | 4,826 |
Operating lease liabilities, current | 57,432 | 0 |
Other current liabilities | 47,409 | 8,849 |
Total current liabilities | 165,516 | 58,239 |
Noncurrent liabilities: | ||
Deferred tax liabilities | 20,757 | 421 |
Long-term debt | 1,470,270 | 1,462,676 |
Operating lease liabilities, non-current | 107,693 | 0 |
Other long-term liabilities | 3,826 | 1,462 |
Total liabilities | 1,768,062 | 1,522,798 |
Commitments and Contingencies (Note 9) | ||
Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2022 and December 31, 2021) | 0 | 0 |
Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 96,732,507 and 109,175,863 issued; and 96,732,507 and 107,207,635 outstanding as of December 31, 2022 and December 31, 2021, respectively) | 2 | 2 |
Treasury stock, at cost (0 shares at December 31, 2022 and 1,968,228 shares at December 31, 2021) | 0 | (4,598) |
Additional paid-in capital | 263,957 | 769,705 |
Accumulated other comprehensive loss | (2,048) | (374) |
Accumulated deficit | (214,342) | (186,538) |
Total stockholders’ equity | 47,569 | 578,197 |
Total liabilities and stockholders’ equity | $ 1,815,631 | $ 2,100,995 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 576,322 | $ 428,561 | $ 318,380 |
Cost of revenue | 211,927 | 170,595 | 145,532 |
Gross profit | 364,395 | 257,966 | 172,848 |
Operating expenses: | |||
Research and development | 143,885 | 115,684 | 74,970 |
Sales and marketing | 81,022 | 50,878 | 33,472 |
General and administrative | 165,185 | 102,590 | 80,197 |
Total operating expenses | 390,092 | 269,152 | 188,639 |
Loss from operations | (25,697) | (11,186) | (15,791) |
Other (income) expense: | |||
Interest expense | 8,396 | 3,744 | 13,610 |
Loss on extinguishment of debt | 407 | 3,435 | 259 |
Other (income) expense, net | (10,615) | (164) | 12,997 |
Other (income) expense | (1,812) | 7,015 | 26,866 |
Loss before income taxes | (23,885) | (18,201) | (42,657) |
Income tax expense | 3,919 | 1,302 | 911 |
Net loss attributable to common stockholders | $ (27,804) | $ (19,503) | $ (43,568) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.28) | $ (0.21) | $ (1.05) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.28) | $ (0.21) | $ (1.05) |
Weighted-average shares used to compute net loss per share, basic (in shares) | 100,806,000 | 93,224,000 | 41,658,000 |
Weighted average shares used to compute net loss per share, diluted (in shares) | 41,658,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Other Comprehensive Income [Abstract] | |||
Net loss attributable to common stockholders | $ (27,804) | $ (19,503) | $ (43,568) |
Other comprehensive loss: | |||
Foreign currency translation adjustments, net of taxes | (411) | (129) | (133) |
Unrealized gain (loss) on available-for-sale marketable securities, net of taxes | (1,263) | 0 | 0 |
Comprehensive income (loss) | $ (29,478) | $ (19,632) | $ (43,701) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | IPO | Common Stock | Common Stock IPO | Treasury Stock | Additional Paid-In Capital | Additional Paid-In Capital IPO | Accumulated Other Comprehen-sive Loss | Accumulated Deficit |
Convertible preferred stock outstanding at beginning of period (in shares) at Dec. 31, 2019 | 40,750,324 | ||||||||
Convertible preferred stock outstanding at beginning of period at Dec. 31, 2019 | $ 123,264 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of convertible preferred stock (in shares) | 4,721,905 | ||||||||
Issuance of convertible preferred stock | $ 49,810 | ||||||||
Convertible preferred stock outstanding at end of period (in shares) at Dec. 31, 2020 | 45,472,229 | ||||||||
Convertible preferred stock outstanding at end of period at Dec. 31, 2020 | $ 173,074 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 41,095,849 | ||||||||
Beginning Balance at Dec. 31, 2019 | (72,280) | $ 1 | $ (4,598) | $ 55,896 | $ (112) | $ (123,467) | |||
Beginning Balance (in shares) at Dec. 31, 2019 | 1,968,228 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock under stock option plan (in shares) | 4,203,490 | ||||||||
Issuance of common stock under stock option plan | 13,905 | 13,905 | |||||||
Stock-based compensation | 29,982 | 29,982 | |||||||
Other comprehensive loss | (133) | (133) | |||||||
Net loss attributable to common stockholders | (43,568) | (43,568) | |||||||
Ending Balance (in shares) at Dec. 31, 2020 | 45,299,339 | ||||||||
Ending Balance at Dec. 31, 2020 | (72,094) | $ 1 | $ (4,598) | 99,783 | (245) | (167,035) | |||
Ending Balance (in shares) at Dec. 31, 2020 | 1,968,228 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of convertible preferred stock (in shares) | (45,472,229) | ||||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering | $ (173,074) | ||||||||
Convertible preferred stock outstanding at end of period (in shares) at Dec. 31, 2021 | 0 | ||||||||
Convertible preferred stock outstanding at end of period at Dec. 31, 2021 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs (in shares) | 16,500,000 | ||||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs | $ 722,981 | $ 1 | $ 722,980 | ||||||
Issuance of common stock under stock option plan (in shares) | 3,793,386 | ||||||||
Issuance of common stock under stock option plan | 15,502 | 15,502 | |||||||
Issuance of common stock under employee stock purchase plan, net of taxes withheld (in shares) | 117,996 | ||||||||
Issuance of common stock under employee stock purchase plan, net of taxes withheld | 4,401 | 4,401 | |||||||
Issuance of common stock for acquisition (in shares) | 636,994 | ||||||||
Issuance of common stock for acquisition | 27,566 | 27,566 | |||||||
Exercise of common stock warrants (in shares) | 296,848 | ||||||||
Conversion of redeemable preferred stock warrants to common stock warrants | 13,906 | 13,906 | |||||||
Conversion of convertible preferred stock in common stock (in shares) | 45,472,229 | ||||||||
Conversion of convertible preferred stock to common stock in connection with initial public offering | $ 173,074 | $ 173,074 | |||||||
Repurchase and retirement of common stock (in shares) | (2,940,929) | ||||||||
Repurchase and retirement of common stock | (350,000) | (350,000) | |||||||
Stock-based compensation | 62,493 | 62,493 | |||||||
Other comprehensive loss | (129) | (129) | |||||||
Net loss attributable to common stockholders | $ (19,503) | (19,503) | |||||||
Ending Balance (in shares) at Dec. 31, 2021 | 107,207,635 | 109,175,863 | |||||||
Ending Balance at Dec. 31, 2021 | $ 578,197 | $ 2 | $ (4,598) | 769,705 | (374) | (186,538) | |||
Ending Balance (in shares) at Dec. 31, 2021 | (1,968,228) | 1,968,228 | |||||||
Convertible preferred stock outstanding at end of period (in shares) at Dec. 31, 2022 | 0 | ||||||||
Convertible preferred stock outstanding at end of period at Dec. 31, 2022 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock under equity incentive plan, net of taxes withheld (in shares) | 1,816,561 | 2,894,748 | |||||||
Issuance of common stock under equity incentive plan, net of taxes withheld | $ (16,626) | (16,626) | |||||||
Issuance of common stock under employee stock purchase plan, net of taxes withheld (in shares) | 256,718 | ||||||||
Issuance of common stock under employee stock purchase plan, net of taxes withheld | $ 7,925 | 7,925 | |||||||
Repurchase and retirement of common stock (in shares) | (13,626,594) | (13,626,594) | |||||||
Repurchase and retirement of common stock | $ (600,000) | (600,000) | |||||||
Retirement of treasury stock (in shares) | 1,968,228 | 1,968,228 | |||||||
Retirement of treasury stock | 0 | $ 4,598 | (4,598) | ||||||
Stock-based compensation | 107,551 | 107,551 | |||||||
Other comprehensive loss | (1,674) | (1,674) | |||||||
Net loss attributable to common stockholders | $ (27,804) | (27,804) | |||||||
Ending Balance (in shares) at Dec. 31, 2022 | 96,732,507 | 96,732,507 | |||||||
Ending Balance at Dec. 31, 2022 | $ 47,569 | $ 2 | $ 0 | $ 263,957 | $ (2,048) | $ (214,342) | |||
Ending Balance (in shares) at Dec. 31, 2022 | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss attributable to common stockholders | $ (27,804,000) | $ (19,503,000) | $ (43,568,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 102,232,000 | 88,372,000 | 75,574,000 |
Stock-based compensation | 105,829,000 | 61,577,000 | 29,456,000 |
Provision for expected credit losses | 16,551,000 | 9,207,000 | 11,089,000 |
Loss on extinguishment of debt | 407,000 | 3,435,000 | 259,000 |
Net accretion of discounts and amortization of premiums on investments | (6,135,000) | 0 | 0 |
Release of VAT reserve | 0 | (3,188,000) | 0 |
Non-cash interest expense | 7,880,000 | 1,357,000 | 1,107,000 |
Loss on impairment of long-lived assets | 1,635,000 | 285,000 | 1,222,000 |
Revaluation of warrants | 0 | (556,000) | 12,825,000 |
Deferred income taxes | (1,835,000) | 17,000 | 71,000 |
Acquisition related compensation | 9,443,000 | 0 | 0 |
Other | 166,000 | (36,000) | 53,000 |
Changes in operating assets and liabilities, net of acquisition: | |||
Accounts receivable | (26,645,000) | (20,684,000) | (18,452,000) |
Prepaid expenses and other current assets | (1,424,000) | 1,130,000 | (11,198,000) |
Operating lease right-of-use assets and liabilities, net | 11,417,000 | 0 | 0 |
Accounts payable and accrued expenses | 5,500,000 | 9,439,000 | 2,383,000 |
Deferred revenue | (290,000) | (51,000) | 567,000 |
Other assets and liabilities | (1,775,000) | 2,308,000 | (2,930,000) |
Net cash provided by operating activities | 195,152,000 | 133,109,000 | 58,458,000 |
Investing activities | |||
Capital expenditures - property and equipment | (106,389,000) | (97,072,000) | (98,360,000) |
Capital expenditures - internal-use software development | (8,913,000) | (6,391,000) | (12,328,000) |
Purchase of intangible assets | (4,915,000) | (5,636,000) | (5,118,000) |
Cash paid for acquisition of businesses, net of cash acquired | (305,170,000) | (5,000,000) | 0 |
Cash paid for asset acquisitions | (5,400,000) | 0 | 0 |
Purchase of available-for-sale securities | (1,695,165,000) | 0 | 0 |
Sales of available-for-sale securities | 19,992,000 | 0 | 0 |
Maturities of available-for-sale securities | 956,847,000 | 0 | 0 |
Purchased interest on available-for-sale securities | (1,575,000) | 0 | 0 |
Proceeds from interest on available-for-sale securities | 1,549,000 | 0 | 0 |
Proceeds from sale of equipment | 981,000 | 494,000 | 173,000 |
Net cash used in investing activities | (1,148,158,000) | (113,605,000) | (115,633,000) |
Financing activities | |||
Proceeds from issuance of convertible notes, net of issuance costs | 0 | 1,462,195,000 | 0 |
Repayment of capital leases | 0 | 0 | (3,801,000) |
Repayment of notes payable | 0 | (33,214,000) | (14,080,000) |
Proceeds from third-party secured financings | 0 | 0 | 7,795,000 |
Repayment of term loan | 0 | (166,813,000) | (73,500,000) |
Proceeds from issuance of term loan, net of issuance costs | 0 | 0 | 168,531,000 |
Repayment of borrowings under revolving credit facility | 0 | (63,200,000) | (84,500,000) |
Proceeds from borrowings under revolving credit facility, net of issuance costs | 0 | 0 | 61,394,000 |
Payment of debt issuance costs | (1,520,000) | 0 | 0 |
Proceeds related to the issuance of common stock under equity incentive plan | 11,509,000 | 18,369,000 | 13,905,000 |
Proceeds from the issuance of common stock under employee stock purchase plan | 7,926,000 | 4,970,000 | 0 |
Employee payroll taxes paid related to net settlement of equity awards | (28,278,000) | (3,187,000) | 0 |
Proceeds from initial public offering, net of underwriting discounts and commissions and other offering costs | 0 | 724,384,000 | (1,403,000) |
Proceeds from the issuance of convertible preferred stock, net of issuance costs | 0 | 0 | 49,810,000 |
Repurchase and retirement of common stock | (600,000,000) | (350,000,000) | 0 |
Repayment of seller’s note | 0 | 125,000 | 125,000 |
Net cash (used in) provided by financing activities | (610,363,000) | 1,593,379,000 | 124,026,000 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (249,000) | 5,000 | (200,000) |
(Decrease) increase in cash, cash equivalents and restricted cash | (1,563,618,000) | 1,612,888,000 | 66,651,000 |
Cash, cash equivalents and restricted cash - beginning of period | 1,715,425,000 | 102,537,000 | 35,886,000 |
Cash, cash equivalents and restricted cash - end of period | 151,807,000 | 1,715,425,000 | 102,537,000 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 475,000 | 2,344,000 | 12,398,000 |
Cash paid for taxes (net of refunds) | 4,567,000 | 921,000 | 605,000 |
Non-cash investing and financing activities: | |||
Capitalized stock-based compensation | 1,722,000 | 916,000 | 526,000 |
Property and equipment received but not yet paid, included in Accounts payable and Accrued other expenses | 15,689,000 | 12,968,000 | 17,928,000 |
Seller financed equipment purchases | 0 | 0 | 3,927,000 |
Costs related to initial public offering included in accounts payable and accrued liabilities | 0 | 27,566,000 | 0 |
Debt issuance costs included in accounts payable and accrued liabilities | $ 0 | $ 400,000 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 6,099 | $ 4,212 |
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 | |
Common stock, shares authorized (in shares) | 750,000,000 | |
Common stock, shares issued (in shares) | 96,732,507 | 109,175,863 |
Common stock, shares outstanding (in shares) | 96,732,507 | 107,207,635 |
Treasury stock, shares (in share) | 0 | 1,968,228 |
Nature of the Business and Orga
Nature of the Business and Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Organization | Nature of the Business and Organization DigitalOcean Holdings, Inc. and its subsidiaries (collectively, the “Company”, “we”, “our”, “us”) is a leading cloud computing platform offering on-demand infrastructure and platform 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 our wholly-owned operating subsidiaries. Initial Public Offering On March 26, 2021, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 16,500,000 shares of its common stock at a public offering price of 47.00 per share, which resulted in net proceeds of $722,981 after deducting the underwriting discounts and commissions and offering expenses payable by the Company. In connection with the IPO, all shares of the convertible preferred stock then outstanding automatically converted into 45,472,229 shares of common stock, and the redeemable convertible preferred stock warrants automatically converted into common stock warrants. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying 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. Revision of Previously Issued Financial Statements In preparing the Company’s consolidated financial statements for the three and six months ended June 30, 2023, the Company identified errors primarily related to the Company’s accounting for income tax expense, of which $3.5 million results in the understatement of its reported loss for the year ended December 31, 2022. The Company assessed the materiality of the errors both quantitatively and qualitatively and determined these errors to be immaterial to the 2022 consolidated financial statements. However, the Company concluded that the effect of correcting the errors in 2023 (in aggregation with other 2023 errors) would materially misstate the Company’s unaudited consolidated financial statements for the three months ended March 31, 2023 and, accordingly, determined that it was necessary to revise the consolidated financial statements it previously issued with respect to the year ended December 31, 2022. The remainder of the notes to the Company's consolidated financial statements have been updated and revised, as applicable, to reflect the impacts of the adjustments described in this Note 2. The following table presents the impact of correcting the errors previously discussed on the affected line items as of and for the year ended December 31, 2022: December 31, 2022 Consolidated Balance Sheet As Previously Reported Adjustments As Revised Prepaid expenses and other current assets $ 28,485 $ (561) $ 27,924 Total current assets $ 946,552 $ (561) $ 945,991 Goodwill $ 313,718 $ 1,450 $ 315,168 Operating lease right-of-use assets, net $ 154,501 $ (800) $ 153,701 Other assets $ 6,353 $ (366) $ 5,987 Total assets $ 1,815,908 $ (277) $ 1,815,631 Operating lease liabilities, current $ 57,682 $ (250) $ 57,432 Other current liabilities $ 45,913 $ 1,496 $ 47,409 Total Current Liabilities $ 164,270 $ 1,246 $ 165,516 Deferred tax liabilities $ 18,209 $ 2,548 $ 20,757 Operating lease liabilities, non-current $ 108,243 $ (550) $ 107,693 Total Liabilities $ 1,764,818 $ 3,244 $ 1,768,062 Accumulated deficit $ (210,821) $ (3,521) $ (214,342) Total Stockholders’ Equity $ 51,090 $ (3,521) $ 47,569 Total liabilities and stockholders’ equity $ 1,815,908 $ (277) $ 1,815,631 December 31, 2022 Consolidated Statements of Operations As Previously Reported Adjustments As Revised Sales and marketing $ 81,544 $ (522) $ 81,022 Total operating expenses $ 390,614 $ (522) $ 390,092 Loss from operations $ (26,219) $ 522 $ (25,697) Loss before income taxes $ (24,407) $ 522 $ (23,885) Income tax (benefit) expense $ (124) $ 4,043 $ 3,919 Net loss attributable to common stockholders $ (24,283) $ (3,521) $ (27,804) Net loss per share attributable to common stockholders, basic and diluted $ (0.24) $ (0.04) $ (0.28) December 31, 2022 Consolidated Statements of Comprehensive Loss As Previously Reported Adjustments As Revised Net loss attributable to common stockholders $ (24,283) $ (3,521) $ (27,804) Comprehensive loss $ (25,957) $ (3,521) $ (29,478) December 31, 2022 Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) As Previously Reported Adjustments As Revised Net loss attributable to common stockholders $ (24,283) $ (3,521) $ (27,804) Accumulated deficit $ (210,821) $ (3,521) $ (214,342) Total stockholders’ equity $ 51,090 $ (3,521) $ 47,569 December 31, 2022 Consolidated Statements of Cash Flows As Previously Reported Adjustments As Revised Net loss attributable to common stockholders $ (24,283) $ (3,521) $ (27,804) Deferred income taxes $ (4,383) $ 2,548 $ (1,835) Prepaid expenses and other current assets $ (535) $ (889) $ (1,424) Other assets and liabilities $ (3,637) $ 1,862 $ (1,775) Reclassifications Certain prior year amounts have been reclassified and revised to conform to the current year presentation. Such reclassifications did not affect total revenues, operating income, or net income. Use of Estimates The preparation of these 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 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 we use 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. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments in money market funds, commercial paper and certificates of deposit, with original maturities from the date of purchase of three months or less. The carrying amounts of cash and cash equivalents approximate fair value because of the short-term maturity and highly liquid nature of these instruments. Marketable Securities The Company’s marketable securities consist of commercial paper, U.S. treasury securities and commercial debt securities. The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, the Company classifies its marketable securities within Current assets on the Consolidated Balance Sheets. Available-for-sale securities are recorded at fair value each reporting period. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective interest method. Interest income is recognized when earned. Unrealized gains and losses on these marketable securities are presented net of tax and reported as a separate component of Accumulated other comprehensive loss until realized. Realized gains and losses are determined based on the specific identification method and are reported in Other (income) expense, net in the Consolidated Statements of Operations. The Company periodically evaluates its marketable securities to assess whether an investment’s fair value is less than its amortized cost basis and if the decline in the fair value is attributable to a credit loss. Declines in fair value judged to be related to credit loss are reported in Other (income) expense, net in the Consolidated Statements of Operations. Foreign Currency The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company is USD, and the functional currency of the Company’s subsidiaries is primarily the local currency of the jurisdiction in which the foreign subsidiary is located. The assets and liabilities of the Company’s subsidiaries are translated to USD at exchange rates in effect at the balance sheet date. All income statement accounts are translated at monthly average exchange rates. Resulting foreign currency translation adjustments are recorded directly in Accumulated other comprehensive (loss) income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in Other (income) expense, net on the Consolidated Statements of Operations when realized. Restricted Cash The following table reconciles cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows: December 31, 2022 2021 Cash and cash equivalents $ 140,772 $ 1,713,387 Restricted cash included in Prepaid expenses and other current assets (1) 9,100 — Restricted cash (2) 1,935 2,038 Total cash, cash equivalents and restricted cash $ 151,807 $ 1,715,425 ___________________ (1) Includes contingent compensation 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: December 31, 2022 2021 Balance as of December 31, 2021 $ 4,212 $ 3,104 Provision for expected credit losses 16,551 9,207 Write-offs and other (14,664) (8,099) Balance as of December 31, 2022 $ 6,099 $ 4,212 Fair Value of Financial Instruments The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses due to their short-term nature. The carrying amount of the Company’s debt is classified as Level 2 due to limited trading activity of the 0% Convertible Senior Notes due December 1, 2026 . Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and is included in depreciation and amortization expense in the Consolidated Statements of Operations. The estimated useful lives of property and equipment are as follows: Property and Equipment Category Useful Life Computers and equipment 5 years Furniture and fixtures 5 years Leasehold improvements Lesser of lease term or remaining useful life Internal-use software 3 years The Company periodically reviews the estimated useful lives of property and equipment. Leases The Company determines if an arrangement is a lease at contract inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s Consolidated Balance Sheets for the year ended December 31, 2022. ROU assets represent the Company’s right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the unpaid lease payments over the lease term. Lease payments used to measure lease liabilities include fixed lease payments at the lease commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease terms and economic environment at commencement date, in determining the present value of future payments. The ROU asset is measured as the amount of the initial lease liability and adjusted for initial direct costs, lease payments made at or before the commencement date, and reduced by tenant incentives received. The Company does not include options for renewal periods or periods beyond the termination dates in the lease in the measurement of ROU assets and lease liabilities until it is reasonably certain that those options will be exercised based on management's assessment of various relevant factors including economic, entity specific, and market-based factors among others. The Company has lease agreements with lease and non-lease components, which it has elected to combine for all asset classes. The non-lease components primarily consist of power. Fixed payments for non-lease components are considered part of the lease component and included in the measurement of the ROU assets and liabilities, and variable payments are expensed as incurred. Lease expenses for lease payments under operating leases are recognized on a straight-line basis over the lease term. For leases with a term of 12 months or less (short-term leases), the Company elected to not recognize the ROU asset or lease liability and the lease payments are recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. The Company’s operating lease costs for colocation data center facilities are included in Cost of revenue in the Consolidated Statements of Operations and the operating lease costs for corporate offices are included in General and administrative expenses in the Consolidated Statements of Operations. Capitalization of Internal-Use Software Development Costs Capitalization of costs incurred in connection with software developed for internal-use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalized costs include external consulting fees, payroll and payroll-related costs, and stock-based compensation for employees on development teams who are directly associated with, and who devote time to, internal-use software projects during the application development stage. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Costs incurred during the planning, training, and post-implementation stages of the software development lifecycle are expensed as incurred and have been included in Research and development expense on the Consolidated Statements of Operations. Impairment of Long-Lived Assets Long-lived assets, including property and equipment, intangible assets with definite lives and ROU assets, are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. The Company decided to cease the use of a portion of its leased New York office space in 2022 and entered into two separate subleases agreements with third party subtenants, in which the sublease income is less than the original lease payments indicating impairment. In performing the recoverability test, the undiscounted future estimated cash flows and carrying value were identified for the subleased portion of the leased building, as an individual asset group, defined under ASC 360. A reduction to the carrying value of the ROU asset of $1,472 was recorded representing the carrying value amount in excess of the fair value with a corresponding impairment charge recorded to General and administrative in the Consolidated Statements of Operations for the year ended December 31, 2022. Business Combinations The Company applies the provisions of ASC 805, Business Combinations (“ASC 805”), in accounting for acquisitions. ASC 805 requires that the Company evaluates whether a transaction pertains to an acquisition of assets or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Accounting for business combinations requires the Company to make significant estimates and assumptions, especially at the acquisition date, to determine the fair value of assets acquired and liabilities assumed, including the selection of valuation methodologies, estimates of future revenue and cash flows and discount rates in determining the fair value of intangible assets. Although the Company believes that the assumptions and estimates made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. The assets purchased and liabilities assumed have been reflected on the Company’s Consolidated Balance Sheets, and the results are included on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows from the date of acquisition. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in General and administrative on the Consolidated Statements of Operations. In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or the final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the provision for income taxes in our consolidated statement of operations and could have a material impact on the results of operations and financial position. Goodwill and Indefinite-Lived Intangible Assets Goodwill is an asset representing the future economic benefit arising from other assets acquired in a business combination which are not individually identified and separately recognized. The Company does not amortize goodwill. Goodwill has resulted from the acquisition of Nanobox, Inc. (“Nanobox”) on April 4, 2019, Nimbella Corp. (“Nimbella”) on September 1, 2021, and Cloudways Ltd. (“Cloudways”) on September 1, 2022 as discussed in Note 3. Goodwill is reviewed for impairment on an annual basis as of October 1st of each year, or more frequently if a triggering event occurs. Goodwill was $315,168 and $32,170 as of December 31, 2022 and 2021, respectively, and reflects the excess of cost over fair market value of the identifiable assets of the company acquired. Indefinite-lived intangible assets consist of Internet Protocol (“IP”) addresses needed for customers to host their server online. The Company evaluates these indefinite-lived intangible assets for impairment on an annual basis as of October 1st of each year and whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. No impairment charges for goodwill and indefinite-lived intangible assets have been recorded during the years ended December 31, 2022 and 2021. Intangible assets with indefinite lives were $44,821 and $39,906 as of December 31, 2022 and 2021, respectively, and are included as Intangible assets on the Consolidated Balance Sheets. Intangible Assets Intangible assets with definite lives consist of acquired developed technology. Intangible assets with definite lives are stated at cost less accumulated amortization and are amortized on a basis consistent with the timing and pattern of expected cash flows used to value the intangible, generally on a straight-line basis over the useful life of three Revenue Recognition The Company recognizes revenue in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company accounts for revenue using the following steps: 1. Identify the contract with a customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to performance obligations in the contract 5. Recognize revenue when or as we satisfy a performance obligation The Company provides cloud computing services, including Infrastructure-as-a-Service (IaaS), Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS), to its customers. The Company recognizes revenue based on the customer utilization of these resources. Customer contracts are typically month-to-month and do not include any minimum guaranteed quantities or fees. Fees are billed monthly, and payment is typically due upon invoicing. Revenue is recognized net of allowances for credits and any taxes collected from customers. The Company’s global cloud platform is supported by various third parties. The Company considered the principal versus agent guidance in ASC 606 and concluded that it is the principal for all services provided to its customers. The Company may offer sales incentives in the form of promotional and referral credits, and grant credits to encourage customers to use the Company’s services. These types of promotional and referral credits typically expire in two months or less if not used. For credits earned with a purchase, they are recorded as contract liabilities when earned and recognized at the earlier of redemption or expiration. The majority of credits are redeemed in the month they are earned. Timing of revenue recognition may differ from the timing of invoicing to the Company’s customers. The Company records a receivable when revenue is recognized prior to invoicing. Any payments received in advance of billing are a contract liability, which is recorded as Deferred revenue within Total current liabilities on the Consolidated Balance Sheets. Revenue recognized during the years ended December 31, 2022, 2021 and 2020, which was included in the Deferred revenue balances at the beginning of each respective period, was $2,894, $2,672 and $2,440, respectively. Cost of Revenue Cost of revenue consists primarily of fees related to operating in third-party co-location facilities, personnel expenses for those directly supporting our data centers and non-personnel costs, including amortization of capitalized internal-use software development costs and depreciation of our data center equipment. Third-party co-location facility costs include data center rental fees, power costs, maintenance fees, network and bandwidth. Personnel expenses include salaries, bonuses, benefits, and stock-based compensation. Research and Development Expenses Research and development expenses consist primarily of personnel costs including salaries, bonuses, benefits and stock-based compensation. Research and development expenses also include amortization of capitalized internal-use software development costs for research and development activities, which are amortized over three years, and professional services, as well as costs related to our efforts to add new features to our existing offerings, develop new offerings, and ensure the security, performance, and reliability of our global cloud platform. Sales and Marketing Expenses Sales and marketing expenses consist primarily of personnel costs of our sales, marketing and customer support employees including salaries, bonuses, benefits and stock-based compensation. Sales and marketing expenses also include costs for marketing programs, advertising and professional service fees. General and Administrative Expenses General and administrative expenses consist primarily of personnel costs of our human resources, legal, finance, and other administrative functions including salaries, bonuses, benefits, and stock-based compensation. General and administrative expenses also include provision for expected credit losses, software, payment processing fees, business insurance, depreciation and amortization expenses, rent and facilities costs, loss on sublease, and other administrative costs. Advertising and Other Promotional Costs Advertising and other promotional costs are expensed as incurred and are included in Sales and marketing on the Consolidated Statements of Operations. Non-direct response advertising expenses were $19,914, $14,577 and $6,331 for the years ended December 31, 2022, 2021 and 2020, respectively. Income Taxes The Company accounts for income taxes pursuant to the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax assets and liabilities are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. Federal, state, and foreign income taxes are provided based on statutory rates. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The Tax Act requires an entity to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to Global Intangible Low Taxed Income (“GILTI”) as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into an entity’s measurement of its deferred taxes (the “deferred method”). The Company has elected to treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred using the period cost method. The Company accounts for uncertainty in income taxes using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate audit settlement. The Company recognizes interest and penalties, if any, associated with income tax matters as part of income tax expense on the Consolidated Statements of Operations and includes accrued interest and penalties with the related income tax liability in Other current liabilities on the Consolidated Balance Sheets. 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: Year Ended December 31, 2022 2021 2020 North America 38 % 38 % 38 % Europe 30 % 30 % 30 % Asia 22 % 22 % 22 % Other 10 % 10 % 10 % Total 100 % 100 % 100 % Revenue derived from customers in the United States was 31% of total revenue for the years ended December 31, 2022, 2021 and 2020. No country outside of the United States had revenue greater than 10% of total consolidated revenue in any period presented. 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: December 31, 2022 2021 United States $ 206,118 $ 134,347 Singapore 60,307 23,520 Germany 50,274 28,824 Netherlands 35,951 26,979 Other 74,221 35,973 Total $ 426,871 $ 249,643 Concentration of Credit Risk The amounts reflected in the consolidated balance sheets for cash and cash equivalents, 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 December 31, 2022 and 2021. Additionally, no customer accounted for 10% or more of total revenue during the years ended De |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
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. 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 consolidated financial statements since the Acquisition Date. The acquisition of Cloudways, a leading managed cloud hosting and software-as-a-service provider for small to medium-sized businesses, 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 not been completed since the evaluation necessary to assess the fair values of acquired assets and assumed liabilities is still in process. The provisional 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 preliminary 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 711 Identifiable intangible assets 72,000 Accounts payable (1,820) Accrued expenses (957) Deferred revenue (1,013) Deferred tax liabilities (21,686) Other current liabilities (30,362) Net identifiable assets acquired 28,000 Goodwill 283,237 Total fair value of net assets acquired $ 311,237 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 preliminary fair values allocated to the identifiable intangible assets and their estimated useful lives are as follows: Intangible assets Preliminary 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. Acquisition related costs consist of miscellaneous professional service fees and expenses for acquisition related activities. The Company recognized approximately $2,139 of acquisition related costs that were expensed in the current period. These costs are shown primarily as part of General and administrative in the accompanying Consolidated Statements of Operations. The amount of Cloudways’ revenue and net loss included in the Company’s consolidated statements of operations from the Acquisition Date through December 31, 2022, was $20,479 and $10,643, respectively, inclusive of $3,800 intercompany revenue and expense. Contingent compensation Contingent compensation costs relate to payments due to a Cloudways seller for $38,830, of which $16,851 is earned on September 1, 2023, and $7,326 is 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. For the year ended December 31, 2022, the Company recorded an acquisition related compensation expense of $9,443 related to estimated compensation earned by the Cloudways seller to date. This expense is shown as part of General and administrative in the accompanying Consolidated Statements of Operations. 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. The pro forma net income (loss) for the year ended December 31, 2022 was adjusted to exclude nonrecurring acquisition related costs of $2,139. Pro Forma Years Ended December 31, 2022 2021 Pro-forma revenue $ 607,191 $ 459,845 Pro-forma net loss (20,780) (53,227) Other Asset Acquisitions In March 2022, the Company acquired the assets of the CSS Tricks website (“CSS Tricks”) from Midwest Coast Studios LLC for total purchase consideration of $4,000. The intangible assets will be amortized over three Goodwill and Intangible Assets, net Movements in goodwill during the years ended December 31, 2022 and 2021 were as follows: Balance at January 1, 2021 $ 2,674 Acquisition of Nimbella 29,496 Balance at December 31, 2021 32,170 Acquisition of Cloudways 283,237 Measurement period adjustment (1) (239) Balance at December 31, 2022 $ 315,168 ___________________ (1) The Company finalized and adjusted the purchase price for the Nimbella acquisition to reflect a decrease of $239 to Goodwill related to the final 2021 pre-acquisition tax return. Intangible assets, net consisted of the following amounts: December 31, 2022 2021 Asset Type IP addresses $ 44,821 $ 39,906 Developed technology 35,710 4,210 Customer relationships 31,000 — Trade name 9,500 — Content 4,400 — Brand 1,000 — Total carrying value $ 126,431 $ 44,116 Accumulated Amortization Developed technology $ (4,477) $ (1,201) Customer relationships (1,476) — Trade name (317) — Content (1,067) — Brand (166) — Total accumulated amortization (7,503) (1,201) Total intangible assets, net $ 118,928 $ 42,915 Amortization expense was $6,301 and $645 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the weighted-average remaining amortization period for amortizable intangible assets was five seven ten three five 2023 $ 14,445 2024 14,079 2025 12,279 2026 11,879 2027 9,612 Thereafter 11,813 Total estimated future intangible amortization expense $ 74,107 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
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 Consolidated Balance Sheets as of December 31, 2022. The Company did not hold any available-for-sale marketable securities as of December 31, 2021. December 31, 2022 Amortized Gross Unrealized Gains Gross Unrealized Losses Fair 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 $11,881, $123 and $12 for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, all of the Company’s available-for-sale short-term investments were due within one year. As of December 31, 2022, the Company held twenty-one securities that were in an unrealized loss position. The Company does not intend to sell and expects that it is more likely than not that it will not be required to sell these securities until such time as the value recovers or the securities mature. Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates and not credit-related factors based on the Company’s evaluation of available evidence. To determine whether a decline in value is related to credit loss, the Company evaluates, among other factors: the extent to which the fair value is less than the amortized cost basis, changes to the rating of the security by a rating agency and any adverse conditions specifically related to an issuer of a security or its industry. Management does not believe any remaining unrealized losses represent impairments based on our evaluation of available evidence. Unrealized gains and losses on marketable securities are presented net of tax. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
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: 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 December 31, 2021 Level I Level II Total Cash and cash equivalents: Cash $ 1,093,425 $ — $ 1,093,425 Commercial paper — 269,945 269,945 Certificate of deposits — 350,017 350,017 Total Cash and cash equivalents $ 1,093,425 $ 619,962 $ 1,713,387 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, corporate debt securities and certificates of deposit 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 December 31, 2022 and December 31, 2021. 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: December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Convertible Notes $ 1,470,270 $ 1,134,030 $ 1,462,676 $ 1,462,676 The carrying value of the Convertible Notes as of December 31, 2022 and December 31, 2021 was net of unamortized debt issuance costs of $29,730 and $37,324, 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 | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, 2022 2021 Computers and equipment $ 564,763 $ 487,484 Furniture and fixtures 1,511 1,511 Leasehold improvements 6,820 6,820 Internal-use software 78,649 68,321 Property and equipment, gross $ 651,743 $ 564,136 Less: accumulated amortization $ (61,244) $ (49,268) Less: accumulated depreciation (317,329) (265,225) Property and equipment, net $ 273,170 $ 249,643 Depreciation expense on property and equipment for the years ended December 31, 2022, 2021 and 2020 was $83,814, $74,278 and $62,016, respectively. The Company capitalized costs related to the development of computer software for internal use of $10,636, $7,307 and $12,854 for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in internal-use software costs within Property and equipment, net. Amortization expense related to internal-use software for the years ended December 31, 2022, 2021 and 2020 was $12,117, $13,424 and $13,255, respectively. During the years ended December 31, 2022, 2021 and 2020, the Company recorded an impairment loss of $163, $285 and $1,222, 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 Consolidated Statements of Operations. Accrued other expenses Accrued other expenses consisted of the following: December 31, 2022 2021 Accrued bonuses $ 9,772 $ 19,083 Accrued capital expenditures 9,852 3,398 Other accrued expenses 14,363 9,426 Total accrued other expenses $ 33,987 $ 31,907 Other current liabilities Other current liabilities consisted of the following: December 31, 2022 2021 Accrued taxes $ 40,848 $ 6,755 Contingent compensation 5,617 — ESPP withholding 944 1,495 Other current liabilities — 599 Total other current liabilities $ 47,409 $ 8,849 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022, 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 December 31, 2022, 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 $477, $362 and $307 for the year ended December 31, 2022, 2021 and 2020, respectively. In connection with the Credit Facility, the Company incurred $1,295 of additional debt issuance costs which, together with $662 of the then unamortized financing fees, will be amortized over the remaining term of the facility. The Company recognized a loss on extinguishment of debt of $407 for the year ended December 31, 2022. The loss on extinguishment of debt represents a non-cash adjustment to reconcile net income to net cash provided by operating activities within the Consolidated Statements of Cash Flows. Amortization of deferred financing fees was $398, $2,243 and $10,114 for the year ended December 31, 2022, 2021 and 2020, respectively. Convertible Notes In November 2021, the Company issued $1,500,000 aggregate principal amount of Convertible Senior 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 regular 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 years ended December 31, 2022 and 2021 was $7,481 and $881, 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 December 31, 2022, the Convertible Notes were not convertible for the fiscal year ended December 31, 2022. 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. It is the Company's current intent to settle the principal amount of the Convertible Notes with common stock. 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. Outstanding Borrowings As of December 31, 2022, the $1,500,000 aggregate principal of the Convertible Notes is expected to mature on December 1, 2026 with no other payments required prior to that date. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases space at colocation data center facilities and, to a lesser extent, corporate offices, all of which are operating leases. Most of the leases have lease terms within three The Company entered into separate sublease agreements related to its New York office space effective as of March 2022 and June 2022, respectively. As defined within the lease and sublease agreements, the Company remains primarily liable to the landlord for the performance of all obligations in the event that the sublessees do not perform their obligations under their respective leases. The rental amounts payable to the Company pursuant to the sublease agreements increase approximately 2% each year, and both the lease and the related subleases terminate in July 2025. During the year ended December 31, 2022, the Company recorded impairment losses on the New York office operating lease ROU asset of $1,472. See Note 2 for additional information. The components of lease expense were as follows: Year Ended December 31, 2022 Operating lease expense $ 54,440 Variable lease expense 6,149 Short-term lease expense 1,799 Total lease expense $ 62,388 Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: $ 49,870 Operating right-of-use assets obtained in exchange for operating lease liabilities 204,105 Weighted average remaining lease term and discount rate were as follows: December 31, 2022 Weighted-average remaining lease term (in years) 2.8 Weighted-average discount rate 5.0 % For the year ended December 31, 2022, the Company recorded $1,202 in sublease income, which was recorded as a reduction to General and administrative operating expenses. As of December 31, 2022, the Company had entered into nine additional operating leases that have not yet commenced with total fixed payment obligations of $123,333. The leases are expected to commence between the first quarter of 2023 and the fourth quarter of 2024 and have initial lease terms of three Maturities of lease liabilities as of December 31, 2022 were as follows: Operating Leases (1) 2023 $ 64,277 2024 68,240 2025 28,472 2026 12,003 2027 6,237 Total undiscounted liabilities 179,229 Less: Imputed interest (14,104) Total present value of lease liabilities 165,125 Less: Current portion of operating lease liabilities (57,432) Operating lease liabilities, non-current $ 107,693 ___________________ (1) Sublease proceeds for the fiscal years ending December 31, 2023, 2024 and 2025 of $1,954, $2,073 and $1,051, respectively, are not included in the table above. Prior to the adoption of Topic 842, future minimum operating lease payments as of January 31, 2022 were as follows: 2022 $ 48,669 2023 37,961 2024 36,974 2025 7,447 2026 3,025 Thereafter 762 Total minimum operating lease payments $ 134,838 Rent expense for the years ended December 31, 2021 and 2020 were $49,923 and $41,912, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of December 31, 2022, 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 total minimum future commitments for bandwidth usage and purchase orders as of December 31, 2022 were as follows: 2023 $ 21,951 2024 14,493 2025 4,045 2026 884 2027 957 Thereafter — Total purchase commitments $ 42,330 Letters of Credit In conjunction with the execution of certain office space operating leases, letters of credit in the aggregate amount of $1,935 and $2,038 were issued and outstanding as of December 31, 2022 and 2021, respectively. No draws have been made under such letters of credit. These funds are included as Restricted cash on the 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 Consolidated Statements of Cash Flows. 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 consolidated financial position, results of operations, or liquidity. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
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 December 31, 2022 and 2021, 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 December 31, 2022 or 2021. Share Buyback Program On February 23, 2022, the Company’s Board of Directors approved the repurchase of up to an aggregate of $300,000 of the Company’s common stock throughout fiscal year 2022 (“First Program”). As of May 16, 2022, the Company repurchased shares representing the entire amount available under the First Program. On May 23, 2022, the Company’s Board of Directors approved a new stock repurchase program authorizing the repurchase of up to an additional $300,000 of its common stock throughout fiscal year 2022 (the “Second Program”). As of August 19, 2022, the Company repurchased shares representing the entire amount available under the First Program and Second Program. The Company repurchased and retired 13,626,594 shares of common stock in the open market for an aggregate purchase price of $600,000 during the year ended December 31, 2022. All purchased shares were retired and are reflected as a reduction of Common stock for the par value of shares, with the excess applied to Additional paid-in capital. Treasury Stock |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
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 up to an aggregate of 36,290,381 shares of common stock as of December 31, 2022. Shares issued pursuant to the exercise of these awards are transferable by the holder. 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 year ended December 31, 2022 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2022 12,434,159 $ 7.19 7.64 $ 909,494 Exercised (1,816,561) 6.34 Forfeited or cancelled (463,682) 9.50 Outstanding at December 31, 2022 10,153,916 7.23 6.16 185,188 Vested and exercisable at December 31, 2022 7,469,298 6.42 5.90 142,286 Vested and unvested expected to vest at December 31, 2022 9,662,316 $ 7.03 6.11 $ 178,144 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 years ended December 31, 2022, 2021 and 2020 was $81,912, $189,422 and $23,018, respectively. The tax benefit from stock options exercised was $25,143, $103,820 and $4,482 the years ended December 31, 2022, 2021 and 2020, respectively. No options were granted during the years ended December 31, 2022 and 2021. The aggregate estimated fair value of stock options granted to participants that vested during the year ended December 31, 2022 and 2021 was $17,529 and $22,395, respectively. The following weighted-average assumptions were used to estimate the grant date fair value of stock options as of December 31, 2020: Expected volatility 52.06 % Expected life in years 6 Risk-free interest rate 0.57 % Dividend yield 0 % As of December 31, 2022, there was $16,790 of unrecognized stock-based compensation related to outstanding stock options granted that is expected to be recognized over a weighted-average period of 1.56 years. RSUs RSUs granted typically vest over four years. RSU activity for the year ended December 31, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 3,334,137 $ 45.74 Granted 3,338,073 43.57 Vested (1,437,741) 45.46 Forfeited or cancelled (432,034) 46.46 Unvested balance at December 31, 2022 4,802,435 44.25 Vested and expected to vest at December 31, 2022 3,116,642 $ 44.50 As of December 31, 2022, there was $126,838 of unrecognized stock-based compensation related to outstanding RSUs granted that is expected to be recognized over a weighted-average period of 2.89 years. PRSUs The Company issued performance-based restricted stock units (“PRSUs”) which will vest based on the achievement of each award’s established performance targets. PRSU activity for the year ended December 31, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 578,949 $ 48.04 Granted 436,387 60.72 Vested (228,948) 46.97 Forfeited or cancelled (30,497) 41.24 Adjusted by performance factor (89,769) 41.24 Unvested balance at December 31, 2022 666,122 $ 57.41 At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of the below 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. As of December 31, 2022, the Company determined that it was not probable that the Long Term Incentive Plan (“LTIP”) PRSUs granted to certain executives of the Company with respect to the Company’s 2022 financial performance, and the other PRSU awards, would vest. There is $1,163 of unrecognized stock-based compensation that is expected to be recognized over a weighted-average period of 0.80 years in regards to the 2021 LTIP PRSUs with respect to the Company’s 2021 performance. LTIP PRSUs The Company grants 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 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 March 1, 2022, the Company granted an LTIP PRSU award with a maximum shares achievable of 436,387, subject to the above actual financial metrics achieved relative to the target financial metrics for fiscal year 2022. 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 and product launches. On May 24, 2022, the financial performance of one of the Company’s other PRSUs was determined to be achieved at 100% of the target amount due to a successful product launch. On June 1, 2022, all 60,000 shares were fully vested. 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 year ended December 31, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 3,000,000 $ 25.12 Granted — — Unvested balance at December 31, 2022 3,000,000 $ 25.12 The weighted-average grant date fair value of market-based performance stock units and the related assumptions used in the Monte Carlo simulation to record stock-based compensation for units granted during the periods presented, were as follows: Expected volatility 46.27 % Expected life in years 7 Risk-free interest rate 1.01 % Dividend yield 0 % As of December 31, 2022, there was $50,432 of unrecognized stock-based compensation related to the MRSUs granted that is expected to be recognized over a weighted-average period of 3.56 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. The ESPP provides for the grant of up to an aggregate of 3,272,076 shares of common stock as of December 31, 2022. 2021 Offering The initial offering period commenced on the IPO date and consisted of two purchase periods, the first of which had a purchase date of November 19, 2021 and the second and final purchase period had a purchase date of May 20, 2022 (the “2021 Offering”). In connection with the purchase period that ended on November 19, 2021, there were 117,996 shares of common stock, net of shares withheld for taxes, purchased by employees at a price of $39.95. In connection with the purchase period that ended on May 20, 2022, there were 144,867 shares of common stock, net of shares withheld for taxes, purchased by employees at a price of $36.26. 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 declined during the course of the first purchase period, 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”). As of December 31, 2022, 2,897,362 shares of common stock remain available for issuance under the ESPP. 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 years ended December 31, 2022 and 2021, the Company recorded stock-based compensation associated with the ESPP of $4,380 and $3,097, respectively. There was no such expense recorded for the year ended December 31, 2020. As of December 31, 2022, $944 has been withheld on behalf of employees. Restricted Shares In connection with the acquisition of Nimbella, 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. Total stock-based compensation for the years ended December 31, 2022 and 2021 was $4,212 and $1,407, respectively. There was no such expense recorded for the year ended December 31, 2020. As of December 31, 2022, there was $7,021 of unrecognized stock-based compensation related to outstanding restricted shares granted that is expected to be recognized over a weighted-average period of 1.69 years. Stock-Based Compensation Stock-based compensation was included in the Consolidated Statements of Operations as follows: Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,820 $ 1,147 $ 545 Research and development 39,354 23,315 7,765 Sales and marketing 14,909 8,471 1,924 General and administrative 49,746 28,644 19,222 Total $ 105,829 $ 61,577 $ 29,456 Excess income tax benefit related to stock-based compensation $ (27,657) $ (108,041) $ (4,482) Stock-based compensation related to secondary sales of common stock by certain current and former employees for the year ended December 31, 2020 was $18,343. There were no such expenses recorded for the years ended December 31, 2022 and 2021. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders $ (27,804) $ (19,503) $ (43,568) Denominator: Weighted average shares, in thousands, used to compute net loss per share, basic and diluted 100,806 93,224 41,658 Net loss per share attributable to common stockholders, basic and diluted $ (0.28) $ (0.21) $ (1.05) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Year Ended December 31, 2022 2021 2020 Series Seed — — 12,517,832 Series A-1 — — 17,995,460 Series B — — 10,237,032 Series C — — 4,721,905 Warrants — — 308,632 Stock Options 10,153,916 12,434,159 16,933,494 RSUs 4,802,435 3,334,137 413,750 PRSUs 666,122 578,949 — MRSU 3,000,000 3,000,000 — ESPP 307,828 268,391 — Convertible Notes 8,402,700 8,402,700 — Total 27,333,001 28,018,336 63,128,105 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before income taxes from U.S. and foreign operations were as follows: Year Ended December 31, 2022 2021 2020 U.S. $ (16,866) $ (20,285) $ (44,163) Foreign (7,019) 2,084 1,506 Total loss before income taxes $ (23,885) $ (18,201) $ (42,657) Total income tax expense included in the Consolidated Statements of Operations is comprised of the following: Year Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ — State 242 138 59 Foreign 5,482 1,147 781 Total current $ 5,724 $ 1,285 $ 840 Deferred: Federal $ 368 $ (103) $ 81 State 44 45 32 Foreign (2,217) 75 (42) Total deferred (1,805) 17 71 Total income tax expense $ 3,919 $ 1,302 $ 911 The following table reconciles our benefit of income taxes at the statutory rate to the effective tax rate, using a U.S. federal statutory tax rate of 21%: Year Ended December 31, 2022 2021 2020 Tax benefit at federal statutory rate $ (5,016) $ (3,836) $ (8,957) State and local taxes, net of federal benefit (205) (239) 72 Foreign tax rate differential 168 207 136 Stock-based compensation (3,077) (22,071) 4,001 Unrealized loss on warrant liability — 3,150 — Nondeductible/nontaxable items 3,603 473 149 Unrecognized tax positions 1,482 (40) 119 Change in valuation allowance 4,442 21,969 5,578 GILTI 427 — 199 162(m) limitation 7,058 4,927 — R&D credit (4,432) — — Warrant exercise — (3,419) — Other (531) 181 (386) Total income tax expense $ 3,919 $ 1,302 $ 911 The components of deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Accounts receivable $ 1,337 $ 957 Accrued expenses 4,288 154 Capitalized research and development 32,374 — Operating lease liability 38,934 — Net operating loss carryforwards 24,435 44,049 Stock-based compensation 953 5,513 Rent payable — 499 Tax credit carryforwards 4,184 70 Other 511 570 Gross deferred tax assets 107,016 51,812 Less: valuation allowance (47,361) (42,919) Total net deferred tax asset $ 59,655 $ 8,893 Deferred tax liability Depreciation and amortization $ (43,137) $ (9,226) Operating lease ROU asset (36,524) — Total deferred tax liability (79,661) (9,226) Total net deferred tax liability $ (20,006) $ (333) For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures, as defined under IRC Section 174, in the year incurred. Instead, taxpayers are required to amortize such expenditures over five years if incurred in the U.S. and over fifteen years if incurred in a foreign jurisdiction. For the twelve months ended December 31, 2022, the Company conformed to this change in tax law. As of December 31, 2022, the Company had state and local net operating loss (“NOL”) carryforwards of $41,794, which will begin to expire on various dates from 2023 through 2041. The Company had $102,596 of federal NOLs and $38 of foreign NOLs which do not expire. The total NOL and expirations are as follows: NOL Carryforward Total 1-3 Years 3-5 Years More than 5 Years Unlimited Federal $ 102,596 $ — $ — $ — $ 102,596 State and local 41,794 28 25 35,821 5,920 Foreign 38 — — — 38 Total $ 144,428 $ 28 $ 25 $ 35,821 $ 108,554 Certain tax attributes may be subject to an annual limitation as a result of the issuance of stock, which may constitute a change of ownership as defined under Internal Revenue Code Section 382. The Internal Revenue Code Section 382 study is in process as of December 31, 2022. The Company assesses the likelihood of its ability to realize the benefit of its deferred tax assets in each jurisdiction by evaluating all relevant positive and negative evidence. A valuation allowance is established if it is determined that any portion of the deferred tax assets is not more likely than not to be realized. For the year ended December 31, 2022, the Company has maintained a valuation allowance against its U.S. deferred tax assets as they are not more-likely than not to be realized. The valuation allowance activity for the periods indicated is as follows: December 31, 2022 2021 Balance as of the beginning of period $ (42,919) $ (20,950) Additions charged to expense (4,442) (21,969) Balance as of the end of period $ (47,361) $ (42,919) In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. The amount of undistributed earnings of non-U.S. subsidiaries at December 31, 2022, as well as the related deferred income tax, if any, is not material. The Company files U.S. federal income tax returns as well as various state, local, and foreign jurisdictions. As of December 31, 2022, tax years 2017 and later remain open for examination. ASC 740 clarifies the accounting and reporting for uncertainties in income tax law and prescribes a comprehensive model for financial statement recognition measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. ASC 740 requires that tax effects of an uncertain tax position be recognized only if it is “more likely than not” to be sustained by the taxing authority as of the reporting date. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2022 2021 2020 Balance of unrecognized tax benefits at beginning of year $ 721 $ 822 $ 752 Additions based on tax positions related to the current period 3,014 — 70 Additions for tax positions of prior periods 2,833 — — Additions recorded as part of business combination 11,106 — — Reductions for tax positions of prior periods (630) (101) — Balance of unrecognized tax benefits at end of year $ 17,044 $ 721 $ 822 Amounts included in the balance of unrecognized tax benefits as of December 31, 2022, 2021 and 2020, if recognized, would affect the effective tax rate upon recognition. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $1,507 as of December 31, 2022. For the year ended December 31, 2022, the Company recognized $1,796 of interest and penalties related to unrecognized tax benefits in the provision for taxes. The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. The outcomes and timing of such events are highly uncertain. However, the Company’s reasonable estimate of the range of gross unrecognized tax benefits, excluding interest and penalties, that could potentially be reduced during the next twelve months is $17,044. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company offers U.S. employees a voluntary retirement savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”), which permits employees to elect to contribute a portion of their pre-tax wages to the 401(k) Plan. Under this plan, the Company matches 100% of participants’ contributions up to 3% of compensation and 50% of participants’ contributions between 3% and 5%. For the years ended years ended December 31, 2022, 2021 and 2020, the Company incurred expense of $3,846, $2,963 and $2,779 to the 401(k) Plan, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions During the year ended December 31, 2020, the Company recorded $18,343 of stock-based compensation associated with secondary sales transactions. There were no such expenses recorded for the years ended December 31, 2022 or 2021. The secondary sales transactions were executed primarily between holders of economic interest in the Company and the Company’s employees and former employees at prices in excess of the fair value of such shares. Accordingly, the Company recognized such excess value as stock-based compensation. The Company did not sell any shares or receive any proceeds from the transactions. In connection with the Company’s acquisition of Cloudways, the Company entered into a transition services agreement (the “Transition Services Agreement”) with Gaditek Associates (“Gaditek”). Our Chief Revenue Officer, Aaqib Gadit, is the former CEO of Cloudways and owns 14.3% of Gaditek. Fees under the Transition Services Agreement are primarily determined on a usage basis. In 2022, the Company incurred approximately $300 in fees to Gaditek pursuant to the Transition Services Agreement. The Transition Services Agreement has a one year term and is set to expire in the third quarter of 2023. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In February 2023, the Company initiated a restructuring plan to adjust its cost structure and to streamline its operations and general and administrative functions (the “Restructuring Plan”), which includes the elimination of positions as well as the shifting of additional positions across a broader geographical footprint. The Company expects to incur approximately $25,000 to $27,000 in restructuring charges in connection with the Restructuring Plan, which is expected to be substantially complete by the end of the third quarter of 2023. On February 14, 2023, the Company’s Board of Directors approved the repurchase of up to an aggregate of $500,000 of its common stock. Pursuant to this program, repurchases of the Company’s common stock will be made at prevailing market prices through open market purchases or in negotiated transactions off the market. The repurchase program is authorized throughout fiscal year 2023; however, the Company is not obligated to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The accompanying 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. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified and revised to conform to the current year presentation. Such reclassifications did not affect total revenues, operating income, or net income. |
Use of Estimates | Use of Estimates The preparation of these 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 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 we use 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments in money market funds, commercial paper and certificates of deposit, with original maturities from the date of purchase of three months or less. The carrying amounts of cash and cash equivalents approximate fair value because of the short-term maturity and highly liquid nature of these instruments. |
Marketable Securities | Marketable Securities The Company’s marketable securities consist of commercial paper, U.S. treasury securities and commercial debt securities. The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, the Company classifies its marketable securities within Current assets on the Consolidated Balance Sheets. Available-for-sale securities are recorded at fair value each reporting period. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective interest method. Interest income is recognized when earned. Unrealized gains and losses on these marketable securities are presented net of tax and reported as a separate component of Accumulated other comprehensive loss until realized. Realized gains and losses are determined based on the specific identification method and are reported in Other (income) expense, net in the Consolidated Statements of Operations. The Company periodically evaluates its marketable securities to assess whether an investment’s fair value is less than its amortized cost basis and if the decline in the fair value is attributable to a credit loss. Declines in fair value judged to be related to credit loss are reported in Other (income) expense, net in the Consolidated Statements of Operations. |
Foreign Currency | Foreign Currency The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company is USD, and the functional currency of the Company’s subsidiaries is primarily the local currency of the jurisdiction in which the foreign subsidiary is located. The assets and liabilities of the Company’s subsidiaries are translated to USD at exchange rates in effect at the balance sheet date. All income statement accounts are translated at monthly average exchange rates. Resulting foreign currency translation adjustments are recorded directly in Accumulated other comprehensive (loss) income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in Other (income) expense, net on the Consolidated Statements of Operations when realized. |
Restricted Cash | Restricted Cash The following table reconciles cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows: December 31, 2022 2021 Cash and cash equivalents $ 140,772 $ 1,713,387 Restricted cash included in Prepaid expenses and other current assets (1) 9,100 — Restricted cash (2) 1,935 2,038 Total cash, cash equivalents and restricted cash $ 151,807 $ 1,715,425 ___________________ (1) Includes contingent compensation related to the Cloudways acquisition. (2) Includes deposits in financial institutions related to letters of credit used to secure lease agreements. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable Net of Allowance for Expected Credit LossesAccounts 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 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses due to their short-term nature. The carrying amount of the Company’s debt is classified as Level 2 due to limited trading activity of the 0% Convertible Senior Notes due December 1, 2026 . |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and is included in depreciation and amortization expense in the Consolidated Statements of Operations. The estimated useful lives of property and equipment are as follows: Property and Equipment Category Useful Life Computers and equipment 5 years Furniture and fixtures 5 years Leasehold improvements Lesser of lease term or remaining useful life Internal-use software 3 years The Company periodically reviews the estimated useful lives of property and equipment. |
Lease | Leases The Company determines if an arrangement is a lease at contract inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s Consolidated Balance Sheets for the year ended December 31, 2022. ROU assets represent the Company’s right to use an underlying asset for the lease term and the corresponding lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the unpaid lease payments over the lease term. Lease payments used to measure lease liabilities include fixed lease payments at the lease commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the lease terms and economic environment at commencement date, in determining the present value of future payments. The ROU asset is measured as the amount of the initial lease liability and adjusted for initial direct costs, lease payments made at or before the commencement date, and reduced by tenant incentives received. The Company does not include options for renewal periods or periods beyond the termination dates in the lease in the measurement of ROU assets and lease liabilities until it is reasonably certain that those options will be exercised based on management's assessment of various relevant factors including economic, entity specific, and market-based factors among others. The Company has lease agreements with lease and non-lease components, which it has elected to combine for all asset classes. The non-lease components primarily consist of power. Fixed payments for non-lease components are considered part of the lease component and included in the measurement of the ROU assets and liabilities, and variable payments are expensed as incurred. Lease expenses for lease payments under operating leases are recognized on a straight-line basis over the lease term. For leases with a term of 12 months or less (short-term leases), the Company elected to not recognize the ROU asset or lease liability and the lease payments are recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. The Company’s operating lease costs for colocation data center facilities are included in Cost of revenue in the Consolidated Statements of Operations and the operating lease costs for corporate offices are included in General and administrative expenses in the Consolidated Statements of Operations. |
Capitalization of Internal-Use Software Development Costs | Capitalization of Internal-Use Software Development Costs Capitalization of costs incurred in connection with software developed for internal-use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalized costs include external consulting fees, payroll and payroll-related costs, and stock-based compensation for employees on development teams who are directly associated with, and who devote time to, internal-use software projects during the application development stage. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Costs incurred during the planning, training, and post-implementation stages of the software development lifecycle are expensed as incurred and have been included in Research and development expense on the Consolidated Statements of Operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including property and equipment, intangible assets with definite lives and ROU assets, are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. |
Business Combinations | Business Combinations The Company applies the provisions of ASC 805, Business Combinations (“ASC 805”), in accounting for acquisitions. ASC 805 requires that the Company evaluates whether a transaction pertains to an acquisition of assets or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Accounting for business combinations requires the Company to make significant estimates and assumptions, especially at the acquisition date, to determine the fair value of assets acquired and liabilities assumed, including the selection of valuation methodologies, estimates of future revenue and cash flows and discount rates in determining the fair value of intangible assets. Although the Company believes that the assumptions and estimates made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. The assets purchased and liabilities assumed have been reflected on the Company’s Consolidated Balance Sheets, and the results are included on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows from the date of acquisition. Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in General and administrative on the Consolidated Statements of Operations. In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or the final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the provision for income taxes in our consolidated statement of operations and could have a material impact on the results of operations and financial position. |
Goodwill and Indefinite-Lived Intangible Assets and Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill is an asset representing the future economic benefit arising from other assets acquired in a business combination which are not individually identified and separately recognized. The Company does not amortize goodwill. Goodwill has resulted from the acquisition of Nanobox, Inc. (“Nanobox”) on April 4, 2019, Nimbella Corp. (“Nimbella”) on September 1, 2021, and Cloudways Ltd. (“Cloudways”) on September 1, 2022 as discussed in Note 3. Goodwill is reviewed for impairment on an annual basis as of October 1st of each year, or more frequently if a triggering event occurs. Goodwill was $315,168 and $32,170 as of December 31, 2022 and 2021, respectively, and reflects the excess of cost over fair market value of the identifiable assets of the company acquired. Indefinite-lived intangible assets consist of Internet Protocol (“IP”) addresses needed for customers to host their server online. The Company evaluates these indefinite-lived intangible assets for impairment on an annual basis as of October 1st of each year and whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. No impairment charges for goodwill and indefinite-lived intangible assets have been recorded during the years ended December 31, 2022 and 2021. Intangible assets with indefinite lives were $44,821 and $39,906 as of December 31, 2022 and 2021, respectively, and are included as Intangible assets on the Consolidated Balance Sheets. Intangible Assets three |
Revenue Recognition and Cost of Revenue | Revenue Recognition The Company recognizes revenue in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The Company accounts for revenue using the following steps: 1. Identify the contract with a customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to performance obligations in the contract 5. Recognize revenue when or as we satisfy a performance obligation The Company provides cloud computing services, including Infrastructure-as-a-Service (IaaS), Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS), to its customers. The Company recognizes revenue based on the customer utilization of these resources. Customer contracts are typically month-to-month and do not include any minimum guaranteed quantities or fees. Fees are billed monthly, and payment is typically due upon invoicing. Revenue is recognized net of allowances for credits and any taxes collected from customers. The Company’s global cloud platform is supported by various third parties. The Company considered the principal versus agent guidance in ASC 606 and concluded that it is the principal for all services provided to its customers. The Company may offer sales incentives in the form of promotional and referral credits, and grant credits to encourage customers to use the Company’s services. These types of promotional and referral credits typically expire in two months or less if not used. For credits earned with a purchase, they are recorded as contract liabilities when earned and recognized at the earlier of redemption or expiration. The majority of credits are redeemed in the month they are earned. Timing of revenue recognition may differ from the timing of invoicing to the Company’s customers. The Company records a receivable when revenue is recognized prior to invoicing. Any payments received in advance of billing are a contract liability, which is recorded as Deferred revenue within Total current liabilities on the Consolidated Balance Sheets. Revenue recognized during the years ended December 31, 2022, 2021 and 2020, which was included in the Deferred revenue balances at the beginning of each respective period, was $2,894, $2,672 and $2,440, respectively. Cost of Revenue Cost of revenue consists primarily of fees related to operating in third-party co-location facilities, personnel expenses for those directly supporting our data centers and non-personnel costs, including amortization of capitalized internal-use software development costs and depreciation of our data center equipment. Third-party co-location facility costs include data center rental fees, power costs, maintenance fees, network and bandwidth. Personnel expenses include salaries, bonuses, benefits, and stock-based compensation. |
Research and Development Expense | Research and Development Expenses Research and development expenses consist primarily of personnel costs including salaries, bonuses, benefits and stock-based compensation. Research and development expenses also include amortization of capitalized internal-use software development costs for research and development activities, which are amortized over three years, and professional services, as well as costs related to our efforts to add new features to our existing offerings, develop new offerings, and ensure the security, performance, and reliability of our global cloud platform. |
Sales, Marketing, General, Administrative, Advertising, and Other Promotional Expenses/Costs | Sales and Marketing Expenses Sales and marketing expenses consist primarily of personnel costs of our sales, marketing and customer support employees including salaries, bonuses, benefits and stock-based compensation. Sales and marketing expenses also include costs for marketing programs, advertising and professional service fees. General and Administrative Expenses General and administrative expenses consist primarily of personnel costs of our human resources, legal, finance, and other administrative functions including salaries, bonuses, benefits, and stock-based compensation. General and administrative expenses also include provision for expected credit losses, software, payment processing fees, business insurance, depreciation and amortization expenses, rent and facilities costs, loss on sublease, and other administrative costs. Advertising and Other Promotional Costs |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax assets and liabilities are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. Federal, state, and foreign income taxes are provided based on statutory rates. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The Tax Act requires an entity to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to Global Intangible Low Taxed Income (“GILTI”) as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into an entity’s measurement of its deferred taxes (the “deferred method”). The Company has elected to treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred using the period cost method. The Company accounts for uncertainty in income taxes using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate audit settlement. The Company recognizes interest and penalties, if any, associated with income tax matters as part of income tax expense on the Consolidated Statements of Operations and includes accrued interest and penalties with the related income tax liability in Other current liabilities on the Consolidated Balance Sheets. |
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 consolidated balance sheets for cash and cash equivalents, 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 December 31, 2022 and 2021. Additionally, no customer accounted for 10% or more of total revenue during the years ended December 31, 2022, 2021 and 2020, respectively. |
Recent Accounting Pronouncements – Pending Adoption and Adopted | Recent Accounting Pronouncements – Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, Leases (“Topic 842”), which requires lessees to recognize leases as assets and liabilities on the balance sheet but recognize the expenses on their statement of operations and cash flows in a manner similar to previous accounting guidance. Qualitative and quantitative disclosures are also enhanced to better understand the amount, timing and uncertainty of cash flows arising from leases. Effective January 1, 2022, the Company adopted the provisions and expanded disclosure requirements described in Topic 842. The Company adopted the standard using the modified retrospective approach and the transitional provision prescribed by ASU 2018-11, Leases (Topic 842) Targeted Improvements, which allows for the adoption of Topic 842 at the beginning of the fiscal year of adoption. As such, the Consolidated Balance Sheets as of December 31, 2022 is not comparable with that as of December 31, 2021. The comparative information for prior periods has not been adjusted and continues to be reported in accordance with Accounting Standard Codification 840, Leases, the accounting standard in effect for those periods under the previously applicable guidance. The Company evaluated its identified leases and applied the new lease guidance as further discussed in Note 8, Leases. The Company elected the package of practical expedients, which eliminates the requirements to reassess prior conclusions on whether contracts are or contain a lease, lease classification, and initial direct costs. The Company did not use hindsight when determining the lease term. Upon adoption, the Company recognized operating lease right-of-use assets, of $100,533 and lease liabilities of $104,345. The lease obligations associated with deferred rent were recognized as a reduction to the ROU asset. As of the adoption date on January 1, 2022, the new lease guidance did not materially impact the Consolidated Statements of Cash Flows, the Consolidated Statements of Operations, or net loss per common share. In June 2016, the FASB issued ASU 2016-13, with subsequent amendments, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires immediate recognition of management’s estimates of current expected credit losses. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, and interim periods within annual periods beginning after December 15, 2023, with early adoption permitted. The Company adopted the new standard and there was an immaterial impact to the consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions in FASB Topic 740: Income Taxes (“ASC 740”) related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted the new standard as of January 1, 2022, and there was an immaterial impact to the consolidated financial statements and related disclosures. |
Stock-Based Compensation | Stock-Based Compensation Stock Options Compensation expense related to stock-based transactions, including employee, consultant, and non-employee director stock option awards, is measured and recognized, net of estimated forfeitures, in the Consolidated Statements of Operations based on fair value. The fair value of each option award is estimated on the grant date using the Black Scholes option-pricing model. Expense is recognized on a straight-line basis over the requisite service period. The option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used in the option-pricing model represent management’s best estimates. Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company did not have sufficient trading history of its common stock at the time of issuing stock options, the Company estimated the expected volatility of its stock options at the grant date by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options. The Company determined the expected term based on the average period the stock options that were expected to remain outstanding using the simplified method, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The Company uses the U.S. Treasury yield for our risk-free interest rate that corresponds with the expected term. The Company utilizes a dividend yield of zero, as the Company does not currently issue dividends, nor does the Company expect to do so in the future. The Company measures stock options granted to employees and directors based on their fair value on the date of the grant and recognize compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The Company applies the straight‑line method of expense recognition to all awards with only service based vesting conditions. Stock-based compensation for non-employee stock options is calculated using the Black-Scholes option pricing model and is recorded as the options vest. Restricted Stock Units The Company grants restricted stock units (“RSUs”) as incentive awards to its employees. RSUs are payable in shares of the Company’s common stock as the periodic vesting requirements are satisfied. The value of RSUs is determined using the intrinsic value method and is based on the number of shares granted and the valuation of the Company’s common stock on the date of grant. Performance-Based Restricted Stock Units The Company grants performance-based restricted stock units (“PRSUs”) primarily to members of the executive team and, in limited instances, to other employees in connection with a specific transaction. PRSUs have vesting conditions based on pre-established performance goals of the Company. The fair value is determined based on the closing quoted price of the Company’s common stock on the grant date and the fair value is recognized using the graded-vesting attribution method over the requisite service period. We evaluate the probability of meeting the performance criteria at each balance sheet date. Changes to the probability assessment and the estimate of shares expected to vest will result in adjustments to the related stock-based compensation that will be recorded in the period of change. Market-Based Restricted Stock Units The Company has granted market-based restricted stock units (“MRSUs”) to the chief executive officer. The stock-based compensation for market-based restricted stock units is measured at fair value on the date of grant. The market conditions are considered in the grant date fair value using a Monte Carlo valuation model, which utilizes multiple input variables to determine the probability of the Company achieving the specified market conditions. Stock-based compensation related to an award with a market condition will be recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. Employee Stock Purchase Plan The Company offers an Employee Stock Purchase Plan (“ESPP”) that permits eligible employees to purchase shares of the Company’s common stock at a discount. The fair value of awards under the ESPP is calculated at the beginning of each offering period. The Company estimates the fair value of the awards using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and the offering period. This fair value is then amortized on a straight-line basis over the offering period. Stock-based compensation is based on awards expected to be purchased at the beginning of the offering period, and therefore is reduced when participants withdraw during the offering period. |
Earnings Per Share, Policy | Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Prior to the conversion of the convertible preferred stock in connection with the initial public offering in March 2021 (“IPO”), holders of Series Seed, Series A-1, Series B and Series C convertible preferred stock were each entitled to receive non-cumulative dividends payable prior and in preference to any dividends on any shares of the Company’s common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the convertible preferred stock did not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended December 31, 2021 and 2020 were not allocated to these participating securities. Basic and diluted net loss per common share attributable to common stockholders is presented in conformity with the treasury stock method required for stock-based compensation, and in conformity with the if-converted method required for the convertible notes. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows: December 31, 2022 2021 Cash and cash equivalents $ 140,772 $ 1,713,387 Restricted cash included in Prepaid expenses and other current assets (1) 9,100 — Restricted cash (2) 1,935 2,038 Total cash, cash equivalents and restricted cash $ 151,807 $ 1,715,425 ___________________ (1) Includes contingent compensation 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 Consolidated Statements of Cash Flows: December 31, 2022 2021 Cash and cash equivalents $ 140,772 $ 1,713,387 Restricted cash included in Prepaid expenses and other current assets (1) 9,100 — Restricted cash (2) 1,935 2,038 Total cash, cash equivalents and restricted cash $ 151,807 $ 1,715,425 ___________________ (1) Includes contingent compensation 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 | The following table presents the changes in our allowance for expected credit losses for the period presented: December 31, 2022 2021 Balance as of December 31, 2021 $ 4,212 $ 3,104 Provision for expected credit losses 16,551 9,207 Write-offs and other (14,664) (8,099) Balance as of December 31, 2022 $ 6,099 $ 4,212 |
Revenue by Geographic Areas | Revenue, as determined based on the billing address of the Company’s customers, was as follows: Year Ended December 31, 2022 2021 2020 North America 38 % 38 % 38 % Europe 30 % 30 % 30 % Asia 22 % 22 % 22 % Other 10 % 10 % 10 % Total 100 % 100 % 100 % |
Long-lived Assets by Geographic Areas | 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: December 31, 2022 2021 United States $ 206,118 $ 134,347 Singapore 60,307 23,520 Germany 50,274 28,824 Netherlands 35,951 26,979 Other 74,221 35,973 Total $ 426,871 $ 249,643 |
Schedule of Error Corrections | The following table presents the impact of correcting the errors previously discussed on the affected line items as of and for the year ended December 31, 2022: December 31, 2022 Consolidated Balance Sheet As Previously Reported Adjustments As Revised Prepaid expenses and other current assets $ 28,485 $ (561) $ 27,924 Total current assets $ 946,552 $ (561) $ 945,991 Goodwill $ 313,718 $ 1,450 $ 315,168 Operating lease right-of-use assets, net $ 154,501 $ (800) $ 153,701 Other assets $ 6,353 $ (366) $ 5,987 Total assets $ 1,815,908 $ (277) $ 1,815,631 Operating lease liabilities, current $ 57,682 $ (250) $ 57,432 Other current liabilities $ 45,913 $ 1,496 $ 47,409 Total Current Liabilities $ 164,270 $ 1,246 $ 165,516 Deferred tax liabilities $ 18,209 $ 2,548 $ 20,757 Operating lease liabilities, non-current $ 108,243 $ (550) $ 107,693 Total Liabilities $ 1,764,818 $ 3,244 $ 1,768,062 Accumulated deficit $ (210,821) $ (3,521) $ (214,342) Total Stockholders’ Equity $ 51,090 $ (3,521) $ 47,569 Total liabilities and stockholders’ equity $ 1,815,908 $ (277) $ 1,815,631 December 31, 2022 Consolidated Statements of Operations As Previously Reported Adjustments As Revised Sales and marketing $ 81,544 $ (522) $ 81,022 Total operating expenses $ 390,614 $ (522) $ 390,092 Loss from operations $ (26,219) $ 522 $ (25,697) Loss before income taxes $ (24,407) $ 522 $ (23,885) Income tax (benefit) expense $ (124) $ 4,043 $ 3,919 Net loss attributable to common stockholders $ (24,283) $ (3,521) $ (27,804) Net loss per share attributable to common stockholders, basic and diluted $ (0.24) $ (0.04) $ (0.28) December 31, 2022 Consolidated Statements of Comprehensive Loss As Previously Reported Adjustments As Revised Net loss attributable to common stockholders $ (24,283) $ (3,521) $ (27,804) Comprehensive loss $ (25,957) $ (3,521) $ (29,478) December 31, 2022 Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) As Previously Reported Adjustments As Revised Net loss attributable to common stockholders $ (24,283) $ (3,521) $ (27,804) Accumulated deficit $ (210,821) $ (3,521) $ (214,342) Total stockholders’ equity $ 51,090 $ (3,521) $ 47,569 December 31, 2022 Consolidated Statements of Cash Flows As Previously Reported Adjustments As Revised Net loss attributable to common stockholders $ (24,283) $ (3,521) $ (27,804) Deferred income taxes $ (4,383) $ 2,548 $ (1,835) Prepaid expenses and other current assets $ (535) $ (889) $ (1,424) Other assets and liabilities $ (3,637) $ 1,862 $ (1,775) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 preliminary 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 711 Identifiable intangible assets 72,000 Accounts payable (1,820) Accrued expenses (957) Deferred revenue (1,013) Deferred tax liabilities (21,686) Other current liabilities (30,362) Net identifiable assets acquired 28,000 Goodwill 283,237 Total fair value of net assets acquired $ 311,237 |
Schedule of Assets Acquired | The preliminary fair values allocated to the identifiable intangible assets and their estimated useful lives are as follows: Intangible assets Preliminary 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 Years Ended December 31, 2022 2021 Pro-forma revenue $ 607,191 $ 459,845 Pro-forma net loss (20,780) (53,227) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization expense was $6,301 and $645 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the weighted-average remaining amortization period for amortizable intangible assets was five seven ten three five 2023 $ 14,445 2024 14,079 2025 12,279 2026 11,879 2027 9,612 Thereafter 11,813 Total estimated future intangible amortization expense $ 74,107 |
Schedule of Intangible Assets and Goodwill | Movements in goodwill during the years ended December 31, 2022 and 2021 were as follows: Balance at January 1, 2021 $ 2,674 Acquisition of Nimbella 29,496 Balance at December 31, 2021 32,170 Acquisition of Cloudways 283,237 Measurement period adjustment (1) (239) Balance at December 31, 2022 $ 315,168 ___________________ (1) The Company finalized and adjusted the purchase price for the Nimbella acquisition to reflect a decrease of $239 to Goodwill related to the final 2021 pre-acquisition tax return. Intangible assets, net consisted of the following amounts: December 31, 2022 2021 Asset Type IP addresses $ 44,821 $ 39,906 Developed technology 35,710 4,210 Customer relationships 31,000 — Trade name 9,500 — Content 4,400 — Brand 1,000 — Total carrying value $ 126,431 $ 44,116 Accumulated Amortization Developed technology $ (4,477) $ (1,201) Customer relationships (1,476) — Trade name (317) — Content (1,067) — Brand (166) — Total accumulated amortization (7,503) (1,201) Total intangible assets, net $ 118,928 $ 42,915 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Consolidated Balance Sheets as of December 31, 2022. The Company did not hold any available-for-sale marketable securities as of December 31, 2021. December 31, 2022 Amortized Gross Unrealized Gains Gross Unrealized Losses Fair 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) | 12 Months Ended |
Dec. 31, 2022 | |
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: 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 December 31, 2021 Level I Level II Total Cash and cash equivalents: Cash $ 1,093,425 $ — $ 1,093,425 Commercial paper — 269,945 269,945 Certificate of deposits — 350,017 350,017 Total Cash and cash equivalents $ 1,093,425 $ 619,962 $ 1,713,387 December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value Convertible Notes $ 1,470,270 $ 1,134,030 $ 1,462,676 $ 1,462,676 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, 2022 2021 Computers and equipment $ 564,763 $ 487,484 Furniture and fixtures 1,511 1,511 Leasehold improvements 6,820 6,820 Internal-use software 78,649 68,321 Property and equipment, gross $ 651,743 $ 564,136 Less: accumulated amortization $ (61,244) $ (49,268) Less: accumulated depreciation (317,329) (265,225) Property and equipment, net $ 273,170 $ 249,643 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: December 31, 2022 2021 Accrued taxes $ 40,848 $ 6,755 Contingent compensation 5,617 — ESPP withholding 944 1,495 Other current liabilities — 599 Total other current liabilities $ 47,409 $ 8,849 |
Schedule of Accrued Other Expenses | Accrued other expenses consisted of the following: December 31, 2022 2021 Accrued bonuses $ 9,772 $ 19,083 Accrued capital expenditures 9,852 3,398 Other accrued expenses 14,363 9,426 Total accrued other expenses $ 33,987 $ 31,907 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense were as follows: Year Ended December 31, 2022 Operating lease expense $ 54,440 Variable lease expense 6,149 Short-term lease expense 1,799 Total lease expense $ 62,388 Supplemental cash flow information related to leases was as follows: Year Ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: $ 49,870 Operating right-of-use assets obtained in exchange for operating lease liabilities 204,105 Weighted average remaining lease term and discount rate were as follows: December 31, 2022 Weighted-average remaining lease term (in years) 2.8 Weighted-average discount rate 5.0 % |
Operating Leases Maturity | Maturities of lease liabilities as of December 31, 2022 were as follows: Operating Leases (1) 2023 $ 64,277 2024 68,240 2025 28,472 2026 12,003 2027 6,237 Total undiscounted liabilities 179,229 Less: Imputed interest (14,104) Total present value of lease liabilities 165,125 Less: Current portion of operating lease liabilities (57,432) Operating lease liabilities, non-current $ 107,693 ___________________ (1) Sublease proceeds for the fiscal years ending December 31, 2023, 2024 and 2025 of $1,954, $2,073 and $1,051, respectively, are not included in the table above. Prior to the adoption of Topic 842, future minimum operating lease payments as of January 31, 2022 were as follows: 2022 $ 48,669 2023 37,961 2024 36,974 2025 7,447 2026 3,025 Thereafter 762 Total minimum operating lease payments $ 134,838 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Total Minimum Future Purchase Commitments | The total minimum future commitments for bandwidth usage and purchase orders as of December 31, 2022 were as follows: 2023 $ 21,951 2024 14,493 2025 4,045 2026 884 2027 957 Thereafter — Total purchase commitments $ 42,330 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the year ended December 31, 2022 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2022 12,434,159 $ 7.19 7.64 $ 909,494 Exercised (1,816,561) 6.34 Forfeited or cancelled (463,682) 9.50 Outstanding at December 31, 2022 10,153,916 7.23 6.16 185,188 Vested and exercisable at December 31, 2022 7,469,298 6.42 5.90 142,286 Vested and unvested expected to vest at December 31, 2022 9,662,316 $ 7.03 6.11 $ 178,144 |
Schedule of RSU Activity | RSU activity for the year ended December 31, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 3,334,137 $ 45.74 Granted 3,338,073 43.57 Vested (1,437,741) 45.46 Forfeited or cancelled (432,034) 46.46 Unvested balance at December 31, 2022 4,802,435 44.25 Vested and expected to vest at December 31, 2022 3,116,642 $ 44.50 |
Schedule of PRSU Activity | PRSU activity for the year ended December 31, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 578,949 $ 48.04 Granted 436,387 60.72 Vested (228,948) 46.97 Forfeited or cancelled (30,497) 41.24 Adjusted by performance factor (89,769) 41.24 Unvested balance at December 31, 2022 666,122 $ 57.41 |
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 year ended December 31, 2022 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2022 3,000,000 $ 25.12 Granted — — Unvested balance at December 31, 2022 3,000,000 $ 25.12 |
Schedule of Weighted-Average Assumptions for MRSUs | The weighted-average grant date fair value of market-based performance stock units and the related assumptions used in the Monte Carlo simulation to record stock-based compensation for units granted during the periods presented, were as follows: Expected volatility 46.27 % Expected life in years 7 Risk-free interest rate 1.01 % Dividend yield 0 % |
Summary of Stock-Based Compensation Expense | Stock-based compensation was included in the Consolidated Statements of Operations as follows: Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,820 $ 1,147 $ 545 Research and development 39,354 23,315 7,765 Sales and marketing 14,909 8,471 1,924 General and administrative 49,746 28,644 19,222 Total $ 105,829 $ 61,577 $ 29,456 Excess income tax benefit related to stock-based compensation $ (27,657) $ (108,041) $ (4,482) |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The following weighted-average assumptions were used to estimate the grant date fair value of stock options as of December 31, 2020: Expected volatility 52.06 % Expected life in years 6 Risk-free interest rate 0.57 % Dividend yield 0 % |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: Year Ended December 31, 2022 2021 2020 Numerator: Net loss attributable to common stockholders $ (27,804) $ (19,503) $ (43,568) Denominator: Weighted average shares, in thousands, used to compute net loss per share, basic and diluted 100,806 93,224 41,658 Net loss per share attributable to common stockholders, basic and diluted $ (0.28) $ (0.21) $ (1.05) |
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: Year Ended December 31, 2022 2021 2020 Series Seed — — 12,517,832 Series A-1 — — 17,995,460 Series B — — 10,237,032 Series C — — 4,721,905 Warrants — — 308,632 Stock Options 10,153,916 12,434,159 16,933,494 RSUs 4,802,435 3,334,137 413,750 PRSUs 666,122 578,949 — MRSU 3,000,000 3,000,000 — ESPP 307,828 268,391 — Convertible Notes 8,402,700 8,402,700 — Total 27,333,001 28,018,336 63,128,105 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss before Income Tax, Domestic and Foreign | Loss before income taxes from U.S. and foreign operations were as follows: Year Ended December 31, 2022 2021 2020 U.S. $ (16,866) $ (20,285) $ (44,163) Foreign (7,019) 2,084 1,506 Total loss before income taxes $ (23,885) $ (18,201) $ (42,657) |
Schedule of Components of Income Tax Expense | Total income tax expense included in the Consolidated Statements of Operations is comprised of the following: Year Ended December 31, 2022 2021 2020 Current: Federal $ — $ — $ — State 242 138 59 Foreign 5,482 1,147 781 Total current $ 5,724 $ 1,285 $ 840 Deferred: Federal $ 368 $ (103) $ 81 State 44 45 32 Foreign (2,217) 75 (42) Total deferred (1,805) 17 71 Total income tax expense $ 3,919 $ 1,302 $ 911 |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles our benefit of income taxes at the statutory rate to the effective tax rate, using a U.S. federal statutory tax rate of 21%: Year Ended December 31, 2022 2021 2020 Tax benefit at federal statutory rate $ (5,016) $ (3,836) $ (8,957) State and local taxes, net of federal benefit (205) (239) 72 Foreign tax rate differential 168 207 136 Stock-based compensation (3,077) (22,071) 4,001 Unrealized loss on warrant liability — 3,150 — Nondeductible/nontaxable items 3,603 473 149 Unrecognized tax positions 1,482 (40) 119 Change in valuation allowance 4,442 21,969 5,578 GILTI 427 — 199 162(m) limitation 7,058 4,927 — R&D credit (4,432) — — Warrant exercise — (3,419) — Other (531) 181 (386) Total income tax expense $ 3,919 $ 1,302 $ 911 |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities are as follows: December 31, 2022 2021 Deferred tax assets: Accounts receivable $ 1,337 $ 957 Accrued expenses 4,288 154 Capitalized research and development 32,374 — Operating lease liability 38,934 — Net operating loss carryforwards 24,435 44,049 Stock-based compensation 953 5,513 Rent payable — 499 Tax credit carryforwards 4,184 70 Other 511 570 Gross deferred tax assets 107,016 51,812 Less: valuation allowance (47,361) (42,919) Total net deferred tax asset $ 59,655 $ 8,893 Deferred tax liability Depreciation and amortization $ (43,137) $ (9,226) Operating lease ROU asset (36,524) — Total deferred tax liability (79,661) (9,226) Total net deferred tax liability $ (20,006) $ (333) |
Schedule of Operating Loss Carryforwards | The total NOL and expirations are as follows: NOL Carryforward Total 1-3 Years 3-5 Years More than 5 Years Unlimited Federal $ 102,596 $ — $ — $ — $ 102,596 State and local 41,794 28 25 35,821 5,920 Foreign 38 — — — 38 Total $ 144,428 $ 28 $ 25 $ 35,821 $ 108,554 |
Schedule of Valuation Allowance | The valuation allowance activity for the periods indicated is as follows: December 31, 2022 2021 Balance as of the beginning of period $ (42,919) $ (20,950) Additions charged to expense (4,442) (21,969) Balance as of the end of period $ (47,361) $ (42,919) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Year Ended December 31, 2022 2021 2020 Balance of unrecognized tax benefits at beginning of year $ 721 $ 822 $ 752 Additions based on tax positions related to the current period 3,014 — 70 Additions for tax positions of prior periods 2,833 — — Additions recorded as part of business combination 11,106 — — Reductions for tax positions of prior periods (630) (101) — Balance of unrecognized tax benefits at end of year $ 17,044 $ 721 $ 822 |
Nature of the Business and Or_2
Nature of the Business and Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 26, 2021 | Dec. 31, 2021 | |
Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Conversion of convertible preferred stock to common stock in connection with initial public offering (in shares) | (45,472,229) | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, price per share (in dollars per share) | $ 47 | |
Net proceeds after transaction | $ 722,981 | |
IPO | Common Stock | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued in transaction (in shares) | 16,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restatement of Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Prepaid expenses and other current assets | $ 27,924 | $ 17,050 | |||
Total current assets | 945,991 | 1,770,056 | |||
Goodwill | 315,168 | 32,170 | $ 2,674 | ||
Operating lease right-of-use assets, net | 153,701 | 0 | |||
Other assets | 5,987 | 4,085 | |||
Total assets | 1,815,631 | 2,100,995 | |||
Operating lease liabilities, current | 57,432 | 0 | |||
Other current liabilities | 47,409 | 8,849 | |||
Total current liabilities | 165,516 | 58,239 | |||
Deferred tax liabilities | 20,757 | 421 | |||
Operating lease liabilities, non-current | 107,693 | 0 | |||
Total liabilities | 1,768,062 | 1,522,798 | |||
Accumulated deficit | (214,342) | (186,538) | |||
Total stockholders’ (deficit) equity | 47,569 | 578,197 | $ (72,094) | $ (72,280) | |
Total liabilities and stockholders’ equity | 1,815,631 | $ 2,100,995 | |||
Previously Reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Prepaid expenses and other current assets | 28,485 | ||||
Total current assets | 946,552 | ||||
Goodwill | 313,718 | ||||
Operating lease right-of-use assets, net | 154,501 | ||||
Other assets | 6,353 | ||||
Total assets | 1,815,908 | ||||
Operating lease liabilities, current | 57,682 | ||||
Other current liabilities | 45,913 | ||||
Total current liabilities | 164,270 | ||||
Deferred tax liabilities | 18,209 | ||||
Operating lease liabilities, non-current | 108,243 | ||||
Total liabilities | 1,764,818 | ||||
Accumulated deficit | (210,821) | ||||
Total stockholders’ (deficit) equity | 51,090 | ||||
Total liabilities and stockholders’ equity | 1,815,908 | ||||
Adjustments | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Prepaid expenses and other current assets | (561) | ||||
Total current assets | (561) | ||||
Goodwill | 1,450 | ||||
Operating lease right-of-use assets, net | (800) | ||||
Other assets | (366) | ||||
Total assets | (277) | ||||
Operating lease liabilities, current | (250) | ||||
Other current liabilities | 1,496 | ||||
Total current liabilities | 1,246 | ||||
Deferred tax liabilities | 2,548 | ||||
Operating lease liabilities, non-current | (550) | ||||
Total liabilities | 3,244 | ||||
Accumulated deficit | (3,521) | ||||
Total stockholders’ (deficit) equity | (3,521) | ||||
Total liabilities and stockholders’ equity | $ (277) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restatement of Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Sales and marketing | $ 81,022 | $ 50,878 | $ 33,472 |
Total operating expenses | 390,092 | 269,152 | 188,639 |
Loss from operations | (25,697) | (11,186) | (15,791) |
Loss before income taxes | (23,885) | (18,201) | (42,657) |
Income tax (benefit) expense | 3,919 | 1,302 | 911 |
Net loss attributable to common stockholders | $ (27,804) | $ (19,503) | $ (43,568) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.28) | $ (0.21) | $ (1.05) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.28) | $ (0.21) | $ (1.05) |
Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Sales and marketing | $ 81,544 | ||
Total operating expenses | 390,614 | ||
Loss from operations | (26,219) | ||
Loss before income taxes | (24,407) | ||
Income tax (benefit) expense | (124) | ||
Net loss attributable to common stockholders | $ (24,283) | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.24) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.24) | ||
Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Sales and marketing | $ (522) | ||
Total operating expenses | (522) | ||
Loss from operations | 522 | ||
Loss before income taxes | 522 | ||
Income tax (benefit) expense | 4,043 | ||
Net loss attributable to common stockholders | $ (3,521) | ||
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.04) | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.04) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restatement of Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss attributable to common stockholders | $ (27,804) | $ (19,503) | $ (43,568) |
Comprehensive loss | (29,478) | $ (19,632) | $ (43,701) |
Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss attributable to common stockholders | (24,283) | ||
Comprehensive loss | (25,957) | ||
Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss attributable to common stockholders | (3,521) | ||
Comprehensive loss | $ (3,521) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Restatement of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss attributable to common stockholders | $ (27,804) | $ (19,503) | $ (43,568) | |
Total stockholders’ equity | 47,569 | 578,197 | (72,094) | $ (72,280) |
Accumulated deficit | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss attributable to common stockholders | (27,804) | (19,503) | (43,568) | |
Total stockholders’ equity | (214,342) | $ (186,538) | $ (167,035) | $ (123,467) |
Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss attributable to common stockholders | (24,283) | |||
Total stockholders’ equity | 51,090 | |||
Previously Reported | Accumulated deficit | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total stockholders’ equity | (210,821) | |||
Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss attributable to common stockholders | (3,521) | |||
Total stockholders’ equity | (3,521) | |||
Adjustments | Accumulated deficit | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total stockholders’ equity | $ (3,521) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Restatement of Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss attributable to common stockholders | $ (27,804) | $ (19,503) | $ (43,568) |
Deferred income taxes | (1,835) | 17 | 71 |
Prepaid expenses and other current assets | (1,424) | 1,130 | (11,198) |
Other assets and liabilities | (1,775) | $ 2,308 | $ (2,930) |
Previously Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss attributable to common stockholders | (24,283) | ||
Deferred income taxes | (4,383) | ||
Prepaid expenses and other current assets | (535) | ||
Other assets and liabilities | (3,637) | ||
Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net loss attributable to common stockholders | (3,521) | ||
Deferred income taxes | 2,548 | ||
Prepaid expenses and other current assets | (889) | ||
Other assets and liabilities | $ 1,862 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 140,772 | $ 1,713,387 | ||
Restricted cash included in Prepaid expenses and other current assets | 9,100 | 0 | ||
Restricted cash | 1,935 | 2,038 | ||
Total cash, cash equivalents and restricted cash | $ 151,807 | $ 1,715,425 | $ 102,537 | $ 35,886 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Disclosure of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning Balance | $ 4,212 | $ 3,104 | |
Provision for expected credit losses | 16,551 | 9,207 | $ 11,089 |
Write-offs | (14,664) | (8,099) | |
Ending Balance | $ 6,099 | $ 4,212 | $ 3,104 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Useful Lives of Property and Equipment (Details) | Dec. 31, 2022 |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computers and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Internal-use software | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Revenue by Geographic Areas (Details) - Geographic Concentration Risk - Revenue from Contract with Customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk, percentage | 100% | 100% | 100% |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk, percentage | 38% | 38% | 38% |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk, percentage | 30% | 30% | 30% |
Asia | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk, percentage | 22% | 22% | 22% |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk, percentage | 10% | 10% | 10% |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) agreement segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Concentration Risk [Line Items] | |||
Net loss | $ 27,804 | $ 19,503 | $ 43,568 |
Deferred revenue | 5,550 | 4,826 | |
Revenue recognized during period | $ 2,894 | 2,672 | 2,440 |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Loss on impairment of long-lived assets | $ 1,635 | 285 | 1,222 |
Number Of Sublease Agreements | agreement | 2 | ||
Operating lease right-of-use assets, net | $ 153,701 | 0 | |
Total present value of lease liabilities | $ 165,125 | ||
Dividend yield | 0% | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 44,821 | 39,906 | |
Total estimated future intangible amortization expense | 74,107 | 3,009 | |
Advertising expense | 19,914 | $ 14,577 | $ 6,331 |
Adjustments | |||
Concentration Risk [Line Items] | |||
Net loss | 3,521 | ||
Operating lease right-of-use assets, net | (800) | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Concentration Risk [Line Items] | |||
Operating lease right-of-use assets, net | 100,533 | ||
Total present value of lease liabilities | 104,345 | ||
Right-Of-Use Asset | |||
Concentration Risk [Line Items] | |||
Loss on impairment of long-lived assets | $ 1,472 | ||
Internal-use software | |||
Concentration Risk [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Minimum | JournalDev IT | |||
Concentration Risk [Line Items] | |||
Useful life | 3 years | ||
Maximum | JournalDev IT | |||
Concentration Risk [Line Items] | |||
Useful life | 10 years | ||
Geographic Concentration Risk | Revenue from Contract with Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 100% | 100% | 100% |
U.S. | Geographic Concentration Risk | Revenue from Contract with Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 31% | 31% | 31% |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 426,871 | $ 249,643 |
U.S. | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 206,118 | 134,347 |
NETHERLANDS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 60,307 | 23,520 |
SINGAPORE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 50,274 | 28,824 |
GERMANY | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 35,951 | 26,979 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 74,221 | $ 35,973 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||||
Purchase of intangible assets | $ 4,915 | $ 5,636 | $ 5,118 | ||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 5 years | ||||||
Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 5 years | ||||||
Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 7 years | ||||||
Trade name | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 10 years | ||||||
Media Content | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 3 years | ||||||
Brand | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 5 years | ||||||
CSS Tricks | |||||||
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 4,000 | ||||||
JournalDev IT | |||||||
Business Acquisition [Line Items] | |||||||
Purchase of intangible assets | $ 1,400 | ||||||
JournalDev IT | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 3 years | ||||||
Cloudways Ltd. | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 311,237 | ||||||
Cash contributed to escrow accounts | 42,000 | ||||||
Acquisition related costs | $ 2,139 | ||||||
Revenue of acquiree since acquisition date | $ 20,479 | ||||||
Earnings (loss) of acquiree since acquisition date | (10,643) | ||||||
Contingent compensations costs | 38,830 | ||||||
Payments to Acquire Businesses, Gross | 278,187 | ||||||
Business Combination, Acquisition Related Costs, Compensation Expense | 9,443 | ||||||
Business Combination, Pro Forma Information, Intercompany Revenue And Expense | $ 3,800 | ||||||
Cloudways Ltd. | Earned September1 2023 | |||||||
Business Acquisition [Line Items] | |||||||
Contingent compensations costs | 16,851 | ||||||
Cloudways Ltd. | Earned On March 1, 2024, September 1, 2024, and March 1, 2025 | |||||||
Business Acquisition [Line Items] | |||||||
Contingent compensations costs | $ 7,326 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 315,168 | $ 32,170 | $ 2,674 | |
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 | 711 | |||
Identifiable intangible assets | 72,000 | |||
Accounts payable | (1,820) | |||
Accrued expenses | (957) | |||
Deferred revenue | (1,013) | |||
Deferred tax liabilities | (21,686) | |||
Other current liabilities | (30,362) | |||
Net identifiable assets acquired | 28,000 | |||
Goodwill | 283,237 | |||
Total fair value of net assets acquired | 311,237 | |||
Preliminary Fair Value | 72,000 | |||
Cloudways Ltd. | Trade name | ||||
Business Acquisition [Line Items] | ||||
Preliminary Fair Value | $ 9,500 | |||
Weighted Average Useful Life in Years | 10 years | |||
Cloudways Ltd. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Preliminary Fair Value | $ 31,500 | |||
Weighted Average Useful Life in Years | 5 years | |||
Cloudways Ltd. | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Preliminary Fair Value | $ 31,000 | |||
Weighted Average Useful Life in Years | 7 years |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 126,431,000 | $ 44,116,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (7,503,000) | (1,201,000) |
Intangible assets, net | 118,928,000 | 42,915,000 |
Amortization of intangible assets | 6,301,000 | 645,000 |
2023 | 14,445,000 | |
2024 | 14,079,000 | |
2025 | 12,279,000 | |
2026 | 11,879,000 | |
2027 | 9,612,000 | |
Thereafter | 11,813,000 | |
Finite-Lived Intangible Assets, Net, Total | $ 74,107,000 | 3,009,000 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 5 years | |
IP addresses | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 44,821,000 | 39,906,000 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 35,710,000 | 4,210,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (4,477,000) | (1,201,000) |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 31,000,000 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,476,000) | 0 |
Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 9,500,000 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | (317,000) | 0 |
Media Content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 4,400,000 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,067,000) | 0 |
Brand | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,000,000 | 0 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (166,000) | $ 0 |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - Cloudways Ltd. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Pro-forma revenue | $ 607,191 | $ 459,845 |
Pro-forma net loss | $ (20,780) | $ (53,227) |
Acquisitions - Schedule of Good
Acquisitions - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2022 | Jan. 01, 2021 | |
Goodwill [Line Items] | ||||
Goodwill | $ 315,168 | $ 32,170 | $ 2,674 | |
Acquisition-related Costs | ||||
Goodwill [Line Items] | ||||
Measurement period adjustment | (239) | |||
Nimbella | ||||
Goodwill [Line Items] | ||||
Goodwill, acquired during period | $ 29,496 | |||
Cloudways Ltd. | ||||
Goodwill [Line Items] | ||||
Goodwill | $ 283,237 | |||
Goodwill, acquired during period | $ 283,237 |
Marketable Securities - Summary
Marketable Securities - Summary (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 724,726 |
Gross Unrealized Gains | 38 |
Gross Unrealized Losses | (1,302) |
Fair Value | 723,462 |
U.S. treasury securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 549,944 |
Gross Unrealized Gains | 29 |
Gross Unrealized Losses | (849) |
Fair Value | 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 | 139,489 |
Gross Unrealized Gains | 9 |
Gross Unrealized Losses | (367) |
Fair Value | $ 139,131 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) security | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |||
Interest income | $ | $ 11,881 | $ 123 | $ 12 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Number of Positions | security | 21 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | $ 723,462 | |
Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 140,772 | $ 1,713,387 |
Marketable securities: | 723,462 | |
Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 140,772 | 1,093,425 |
Marketable securities: | 549,124 | |
Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 0 | 619,962 |
Marketable securities: | 174,338 | |
Cash | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 95,117 | 1,093,425 |
Cash | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 95,117 | 1,093,425 |
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: | 45,655 | 269,945 |
Money market funds | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 45,655 | 0 |
Money market funds | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 0 | 269,945 |
Commercial paper | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 139,131 | |
Commercial paper | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 350,017 | |
Marketable securities: | 139,131 | |
Commercial paper | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 0 | |
Marketable securities: | 0 | |
Commercial paper | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | $ 350,017 | |
Marketable securities: | 139,131 | |
U.S. treasury securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 549,124 | |
U.S. treasury securities | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 549,124 | |
U.S. treasury securities | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 549,124 | |
U.S. treasury securities | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 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 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unamortized discount and debt issuance costs | $ 881 | ||
Convertible Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unamortized discount and debt issuance costs | $ 29,730 | $ 37,324 | |
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible Notes | $ 1,470,270 | $ 1,462,676 |
Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible Notes | $ 1,134,030 | $ 1,462,676 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 651,743 | $ 564,136 |
Less: accumulated amortization | (61,244) | (49,268) |
Less: accumulated depreciation | (317,329) | (265,225) |
Property and equipment, net | 273,170 | 249,643 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 564,763 | 487,484 |
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 | $ 78,649 | $ 68,321 |
Balance Sheet Details - Narrati
Balance Sheet Details - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Depreciation | $ 83,814 | $ 74,278 | $ 62,016 |
Capitalized computer software | 10,636 | 7,307 | 12,854 |
Amortization expense related to internal-use software | 12,117 | 13,424 | 13,255 |
Impairment loss | $ 163 | $ 285 | $ 1,222 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accrued Other Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accrued Bonuses | $ 9,772 | $ 19,083 |
Accrued Capital Expenditures | 9,852 | 3,398 |
Other Accrued Liabilities | 14,363 | 9,426 |
Accrued Liabilities | $ 33,987 | $ 31,907 |
Balance Sheet Details - Summary
Balance Sheet Details - Summary of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued taxes | $ 40,848 | $ 6,755 |
Contingent compensation | 5,617 | 0 |
ESPP withholding | 944 | 1,495 |
Other current liabilities | 0 | 599 |
Total other current liabilities | $ 47,409 | $ 8,849 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 USD ($) d $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | $ 407,000 | $ 3,435,000 | $ 259,000 | ||
Interest and amortization of deferred financing fees | 8,396,000 | 3,744,000 | 13,610,000 | ||
Proceeds from issuance of convertible notes, net of issuance costs | $ 1,461,795,000 | 0 | 1,462,195,000 | 0 | |
Unamortized discount and debt issuance costs | 881,000 | ||||
Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | 250,000,000 | |||
Commitment fees on unused balance | 477,000 | 362,000 | 307,000 | ||
Debt issuance costs | 1,295,000 | 1,295,000 | |||
Financing fees | 662,000 | 662,000 | |||
Interest and amortization of deferred financing fees | $ 398,000 | $ 2,243,000 | $ 10,114,000 | ||
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 | $ 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% | ||||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Loss on extinguishment of debt | 407,000 | ||||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | $ 1,500,000,000 | $ 1,500,000,000 | |||
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 | $ 7,481,000 | ||||
Conversion ratio, number of shares | 5.6018 | ||||
Conversion price | $ / shares | $ 178.51 | ||||
Scheduled trading days | 25 days | ||||
Redemption price, percentage | 100% | ||||
Interest rate | 0% | ||||
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% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating leases, rent expense | $ 49,923 | $ 41,912 | |
Number Of Additional Operating Leases, Not Yet Commenced | lease | 9 | ||
Lessee, Operating Lease, Lease Not Yet Commenced, Undiscounted Amount | $ 123,333 | ||
Loss on impairment of long-lived assets | $ 1,635 | $ 285 | $ 1,222 |
Increase in rental amounts payable (in percent) | 0.02 | ||
Sublease Income | $ 1,202 | ||
Right-Of-Use Asset | |||
Lessee, Lease, Description [Line Items] | |||
Loss on impairment of long-lived assets | $ 1,472 | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract | 5 years | ||
Lessor, Operating Lease, Term of Contract | 5 years | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract | 3 years | ||
Lessor, Operating Lease, Term of Contract | 3 years |
Leases - Maturities of Operatin
Leases - Maturities of Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 64,277 | |
2024 | 68,240 | |
2025 | 28,472 | |
2026 | 12,003 | |
2027 | 6,237 | |
Total undiscounted liabilities | 179,229 | |
Less: Imputed interest | (14,104) | |
Total present value of lease liabilities | 165,125 | |
Operating lease liabilities, current | (57,432) | $ 0 |
Operating lease liabilities, non-current | 107,693 | $ 0 |
Lessor, Operating Lease, Payment to be Received, Year One | 1,954 | |
Lessor, Operating Lease, Payment to be Received, Year Two | 2,073 | |
Lessor, Operating Lease, Payment to be Received, Year Three | $ 1,051 |
Leases - Schedule of Lease Expe
Leases - Schedule of Lease Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Operating lease expense | $ 54,440 |
Variable lease expense | 6,149 |
Short-term lease expense | 1,799 |
Total lease expense | $ 62,388 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: | $ 49,870 |
Operating right-of-use assets obtained in exchange for operating lease liabilities | $ 204,105 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Term and Discount Rate (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 2 years 9 months 18 days |
Weighted-average discount rate | 5% |
Leases - Maturities of Operat_2
Leases - Maturities of Operating Lease Prior to Adoption of ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
2023 | $ 64,277 | |
2024 | 68,240 | |
2025 | 28,472 | |
2026 | 12,003 | |
Total undiscounted liabilities | $ 179,229 | |
Previously Reported | ||
Lessee, Lease, Description [Line Items] | ||
2022 | $ 48,669 | |
2023 | 37,961 | |
2024 | 36,974 | |
2025 | 7,447 | |
2026 | 3,025 | |
Thereafter | 762 | |
Total undiscounted liabilities | $ 134,838 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding, amount | $ 1,935 | |
Restricted cash | $ 1,935 | $ 2,038 |
Commitments and Contingencies_2
Commitments and Contingencies - Scheduled of Future Purchase Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 21,951 |
2024 | 14,493 |
2025 | 4,045 |
2026 | 884 |
2027 | 957 |
Thereafter | 0 |
Purchase Obligation, Total | $ 42,330 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 23, 2022 USD ($) | Feb. 23, 2022 USD ($) | |
Equity [Abstract] | ||||
Common stock, voting rights | vote | 1 | |||
Common stock, shares authorized (in shares) | 750,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000025 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Preferred stock, par value (in usd per share) | $ / shares | $ 0.000025 | $ 0.000025 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Stock repurchase program, authorized amount | $ | $ 300,000 | $ 300,000 | ||
Repurchase and retirement of common stock (in shares) | 13,626,594 | |||
Repurchase and retirement of common stock | $ | $ 600,000 | $ 350,000 | ||
Treasury stock, at cost (0 shares at December 31, 2022 and 1,968,228 shares at December 31, 2021) | $ | $ 0 | $ (4,598) |
Stockholders_ Equity - Preferre
Stockholders’ Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Preferred stock, par value (in usd per share) | $ 0.000025 | $ 0.000025 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders_ Equity - Redeemab
Stockholders’ Equity - Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||
Conversion of convertible preferred stock | $ 173,074 | |||
Redeemable convertible preferred stock, outstanding (in shares) | 0 | 0 | 45,472,229 | 40,750,324 |
Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of convertible preferred stock to common stock in connection with initial public offering (in shares) | 45,472,229 |
Stockholders_ Equity - Treasury
Stockholders’ Equity - Treasury Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Treasury stock, shares (in share) | 0 | 1,968,228 |
Treasury stock, value | $ 0 | $ (4,598) |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Nov. 18, 2022 $ / shares shares | Jun. 01, 2022 shares | May 24, 2022 | May 20, 2022 $ / shares shares | Mar. 01, 2022 shares | Feb. 24, 2022 shares | Nov. 19, 2021 $ / shares shares | Sep. 01, 2021 shares | Jul. 27, 2021 segment shares | Jun. 10, 2021 segment | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 $ / shares | May 23, 2022 segment | Mar. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock options, exercised in period, intrinsic value | $ | $ 81,912,000 | $ 189,422,000 | $ 23,018,000 | |||||||||||||||
Options, granted, number (in shares) | 0 | |||||||||||||||||
Stock options, granted in period, aggregate estimated fair value | $ | $ 17,529,000 | $ 22,395,000 | ||||||||||||||||
Stock options, unrecognized stock-based compensation expense | $ | 16,790,000 | $ 16,790,000 | ||||||||||||||||
Number of trading days | segment | 90 | |||||||||||||||||
Stock-based compensation expense | $ | 105,829,000 | 61,577,000 | 29,456,000 | |||||||||||||||
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | $ | 25,143,000 | 103,820,000 | 4,482,000 | |||||||||||||||
Current and former employees | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock-based compensation expense | $ | 0 | 0 | $ 18,343,000 | |||||||||||||||
IPO | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Share-based award, amount withheld for employees | $ | $ 944,000 | |||||||||||||||||
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 6 months 21 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 | 2 years 10 months 20 days | |||||||||||||||||
Unrecognized stock-based compensation expense | $ | 126,838,000 | $ 126,838,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,437,741 | |||||||||||||||||
Granted (in shares) | 3,338,073 | |||||||||||||||||
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) | 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) | 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) | 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) | 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) | 650,000 | |||||||||||||||||
PRSUs | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Options, granted, number (in shares) | 398,949 | |||||||||||||||||
Unrecognized stock-based compensation expense, average recognition period | 9 months 18 days | |||||||||||||||||
Unrecognized stock-based compensation expense | $ | 1,163,000 | $ 1,163,000 | ||||||||||||||||
Number of quarterly installments | segment | 8 | |||||||||||||||||
Percentage of target award (in percent) | 10,000% | 15,500% | ||||||||||||||||
Increase (decrease) in performance factor (in shares) | 89,769 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 60,000 | 228,948 | ||||||||||||||||
Granted (in shares) | 436,387 | |||||||||||||||||
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) | 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 6 months 21 days | |||||||||||||||||
Unrecognized stock-based compensation expense | $ | 50,432,000 | $ 50,432,000 | ||||||||||||||||
Shares of common stock reserved for future issuance, number available for grant (in 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 | $ | $ 2,069,000 | $ 2,069,000 | ||||||||||||||||
2021 Stock Plan | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Aggregate number of shares of common stock awarded (in shares) | 36,290,381 | 36,290,381 | ||||||||||||||||
2021 Employee Stock Purchase Plan | Employee Stock | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Aggregate number of shares of common stock awarded (in shares) | 3,272,076 | |||||||||||||||||
Shares of common stock reserved for future issuance, number available for grant (in shares) | 2,897,362 | 2,897,362 | ||||||||||||||||
Purchase price of common stock, percent | 85% | |||||||||||||||||
Issuance of common stock under employee stock purchase plan, net of taxes withheld (in shares) | 144,867 | 117,996 | ||||||||||||||||
Purchase price of shares (in usd per share) | $ / shares | $ 36.26 | $ 39.95 | ||||||||||||||||
Stock-based compensation expense | $ | $ 4,380,000 | 3,097,000 | ||||||||||||||||
2021 Employee Stock Purchase Plan | Restricted Stock | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Stock-based compensation expense | $ | $ 4,212,000 | $ 1,407,000 | ||||||||||||||||
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) | 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 8 months 8 days | |||||||||||||||||
Unrecognized stock-based compensation expense | $ | $ 7,021,000 | $ 7,021,000 | ||||||||||||||||
Granted (in shares) | 200,204 | |||||||||||||||||
Restricted stock share price (in dollars per share) | $ / shares | $ 63.11 | |||||||||||||||||
Value of restricted stock granted to founders of Nimbella | $ | $ 12,635,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 01, 2021 | Dec. 31, 2022 | |
Number of Options Outstanding | ||
Number of options outstanding at the beginning of the period (in shares) | 12,434,159 | |
Exercised (in shares) | (1,816,561) | |
Forfeited or cancelled (in shares) | (463,682) | |
Number of options outstanding at the end of the period (in shares) | 10,153,916 | |
Vested and exercisable at end of period (in shares) | 7,469,298 | |
Vested and unvested expected to vest at end of period (in shares) | 9,662,316 | |
Weighted-Average Exercise Price | ||
Weighted-average exercise price outstanding at beginning of period (in dollars per share) | $ 7.19 | |
Exercised (in dollars per share) | 6.34 | |
Forfeited or cancelled (in dollars per share) | 9.50 | |
Weighted-average exercise price outstanding at end of period (in dollars per share) | 7.23 | |
Vested and exercisable at end of period (in dollars per share) | 6.42 | |
Vested and unvested expected to vest at end of period (in dollars per share) | $ 7.03 | |
Weighted-Average Remaining Life in Years | ||
Weighted average remaining life (in years) | 7 years 7 months 20 days | 6 years 1 month 28 days |
Vested and exercisable at end of period (in years) | 5 years 10 months 24 days | |
Vested and unvested expected to vest at end of period (in years) | 6 years 1 month 9 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value at beginning of period | $ 909,494 | |
Aggregate intrinsic value at end of period | 185,188 | |
Vested and exercisable at December 31, 2022 | 142,286 | |
Vested and unvested expected to vest at December 31, 2022 | $ 178,144 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Pricing Model (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0% | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 52.06% | |
Expected life in years | 6 years | |
Risk-free interest rate | 0.57% | |
Dividend yield | 0% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU & PRSU Activity (Details) - $ / shares | 12 Months Ended | |
Jun. 01, 2022 | Dec. 31, 2022 | |
Weighted-Average Fair Value | ||
Forfeited or cancelled (in dollars per share) | $ 9.50 | |
RSUs | ||
Shares | ||
Unvested balance at beginning of period (in shares) | 3,334,137 | |
Granted (in shares) | 3,338,073 | |
Vested (in shares) | (1,437,741) | |
Forfeited or cancelled (in shares) | (432,034) | |
Unvested balance at end of period (in shares) | 4,802,435 | |
Vested and expected to vest (in shares) | 3,116,642 | |
Weighted-Average Fair Value | ||
Unvested balance at beginning of period (in dollars per share) | $ 45.74 | |
Granted (in dollars per share) | 43.57 | |
Vested (in dollars per share) | 45.46 | |
Forfeited or cancelled (in dollars per share) | 46.46 | |
Unvested balance at end of period (in dollars per share) | 44.25 | |
Vested and expected to vest (in dollars per share) | $ 44.50 | |
PRSUs | ||
Shares | ||
Unvested balance at beginning of period (in shares) | 578,949 | |
Granted (in shares) | 436,387 | |
Vested (in shares) | (60,000) | (228,948) |
Forfeited or cancelled (in shares) | (30,497) | |
Adjusted by performance factor | (89,769) | |
Unvested balance at end of period (in shares) | 666,122 | |
Weighted-Average Fair Value | ||
Unvested balance at beginning of period (in dollars per share) | $ 48.04 | |
Granted (in dollars per share) | 60.72 | |
Vested (in dollars per share) | 46.97 | |
Forfeited or cancelled (in dollars per share) | 41.24 | |
Adjusted for performance factor (in usd per share) | 41.24 | |
Unvested balance at end of period (in dollars per share) | $ 57.41 |
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 ($) tranche segment $ / 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 | 12 Months Ended |
Dec. 31, 2022 $ / 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 - MR_2
Stock-Based Compensation - MRSUs Pricing Model (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
MRSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 46.27% |
Expected life in years | 7 years |
Risk-free interest rate | 1.01% |
Dividend yield | 0% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 105,829 | $ 61,577 | $ 29,456 |
Excess income tax benefit related to stock-based compensation | (27,657) | (108,041) | (4,482) |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 1,820 | 1,147 | 545 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 39,354 | 23,315 | 7,765 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 14,909 | 8,471 | 1,924 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 49,746 | $ 28,644 | $ 19,222 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basic net income (loss) per share: | |||
Net loss attributable to common stockholders, basic | $ (27,804) | $ (19,503) | $ (43,568) |
Weighted-average shares used to compute net loss per share, basic (in shares) | 100,806,000 | 93,224,000 | 41,658,000 |
Basic net income (loss) per share (in usd per share) | $ (0.28) | $ (0.21) | $ (1.05) |
Diluted net income (loss) per share: | |||
Net loss attributable to common stockholders, diluted | $ (43,568) | ||
Number of shares used in basic calculation (in shares) | 100,806,000 | 93,224,000 | 41,658,000 |
Weighted average shares used to compute net loss per share, diluted (in shares) | 41,658,000 | ||
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.28) | $ (0.21) | $ (1.05) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 27,333,001 | 28,018,336 | 63,128,105 |
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) | 10,153,916 | 12,434,159 | 16,933,494 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 4,802,435 | 3,334,137 | 413,750 |
PRSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 666,122 | 578,949 | 0 |
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 | 0 |
ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 307,828 | 268,391 | 0 |
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 | 0 |
Seed Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | 12,517,832 |
Series A-1 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | 17,995,460 |
Series B Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | 10,237,032 |
Series C Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | 4,721,905 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 0 | 308,632 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits that would impact effective tax rate | $ 1,507 |
Uncertain tax positions expense | 1,796 |
Decrease in unrecognized tax benefits is reasonably possible | $ 17,044 |
Income Taxes - Total Loss Befor
Income Taxes - Total Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (16,866) | $ (20,285) | $ (44,163) |
Foreign | (7,019) | 2,084 | 1,506 |
Loss before income taxes | $ (23,885) | $ (18,201) | $ (42,657) |
Income Taxes - Schedule of Curr
Income Taxes - Schedule of Current and Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 242 | 138 | 59 |
Foreign | 5,482 | 1,147 | 781 |
Total current | 5,724 | 1,285 | 840 |
Deferred: | |||
Federal | 368 | (103) | 81 |
State | 44 | 45 | 32 |
Foreign | (2,217) | 75 | (42) |
Total deferred | (1,805) | 17 | 71 |
Total income tax expense | $ 3,919 | $ 1,302 | $ 911 |
Income Taxes - Tax Rate Reconci
Income Taxes - Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | $ (5,016) | $ (3,836) | $ (8,957) |
State and local taxes, net of federal benefit | (205) | (239) | 72 |
Foreign tax rate differential | 168 | 207 | 136 |
Stock-based compensation | (3,077) | (22,071) | 4,001 |
Unrealized loss on warrant liability | 0 | 3,150 | 0 |
Nondeductible/nontaxable items | 3,603 | 473 | 149 |
Unrecognized tax positions | 1,482 | (40) | 119 |
Change in valuation allowance | 4,442 | 21,969 | 5,578 |
GILTI | 427 | 0 | 199 |
162(m) limitation | 7,058 | 4,927 | 0 |
R&D credit | (4,432) | 0 | 0 |
Warrant exercise | 0 | (3,419) | 0 |
Other | (531) | 181 | (386) |
Total income tax expense | $ 3,919 | $ 1,302 | $ 911 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Accounts receivable | $ 1,337 | $ 957 | |
Accrued expenses | 4,288 | 154 | |
Capitalized research and development | 32,374 | 0 | |
Operating lease liability | 38,934 | 0 | |
Net operating loss carryforwards | 24,435 | 44,049 | |
Stock-based compensation | 953 | 5,513 | |
Rent payable | 0 | 499 | |
Tax credit carryforwards | 4,184 | 70 | |
Other | 511 | 570 | |
Gross deferred tax assets | 107,016 | 51,812 | |
Less: valuation allowance | (47,361) | (42,919) | $ (20,950) |
Deferred tax assets | 59,655 | 8,893 | |
Deferred tax liability | |||
Depreciation and amortization | (43,137) | (9,226) | |
Operating lease ROU asset | (36,524) | 0 | |
Total deferred tax liability | (79,661) | (9,226) | |
Total net deferred tax liability | $ (20,006) | $ (333) |
Income Taxes - Schedule of NOLs
Income Taxes - Schedule of NOLs (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 144,428 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 102,596 |
State and local | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 41,794 |
Foreign Tax Authority | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 38 |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Valuation Allowance, Rollforward | ||
Balance as of the beginning of period | $ (42,919) | $ (20,950) |
Additions charged to expense | (4,442) | (21,969) |
Balance as of the end of period | $ (47,361) | $ (42,919) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance of unrecognized tax benefits at beginning of year | $ 721 | $ 822 | $ 752 |
Additions based on tax positions related to the current period | 3,014 | 0 | 70 |
Additions for tax positions of prior periods | 2,833 | 0 | 0 |
Additions recorded as part of business combination | 11,106 | 0 | 0 |
Reductions for tax positions of prior periods | (630) | (101) | 0 |
Balance of unrecognized tax benefits at end of year | $ 17,044 | $ 721 | $ 822 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employees' gross pay | 3% | ||
Contributions made | $ 3,846 | $ 2,963 | $ 2,779 |
Contributions up to 3% of gross pay | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company's match (percent) | 100% | ||
Contributions up to 3%-5% of gross pay | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company's match (percent) | 50% | ||
Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employees' gross pay | 3% | ||
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percent of employees' gross pay | 5% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Stock-based compensation expense | $ 105,829,000 | $ 61,577,000 | $ 29,456,000 |
Gaditek Associates | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related parties | 300,000 | ||
Current and former employees | |||
Related Party Transaction [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 0 | $ 18,343,000 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Feb. 14, 2023 | May 23, 2022 | Feb. 23, 2022 |
Subsequent Event [Line Items] | ||||
Stock repurchase program, authorized amount | $ 300,000 | $ 300,000 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock repurchase program, authorized amount | $ 500,000 | |||
Subsequent Event | Restructuring Charges | Minimum | ||||
Subsequent Event [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | $ 25,000 | |||
Subsequent Event | Restructuring Charges | Maximum | ||||
Subsequent Event [Line Items] | ||||
Restructuring and Related Cost, Expected Cost | $ 27,000 |
Uncategorized Items - docn-2022
Label | Element | Value |
Tax Years 3-5 [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | $ 25,000 |
Greater Than 5 Tax Years [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 35,821,000 |
Unlimited Tax Years [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 108,554,000 |
Tax Years 1-3 [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 28,000 |
Foreign Tax Authority [Member] | Tax Years 3-5 [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 0 |
Foreign Tax Authority [Member] | Greater Than 5 Tax Years [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 0 |
Foreign Tax Authority [Member] | Unlimited Tax Years [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 38,000 |
Foreign Tax Authority [Member] | Tax Years 1-3 [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 0 |
State and Local Jurisdiction [Member] | Tax Years 3-5 [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 25,000 |
State and Local Jurisdiction [Member] | Greater Than 5 Tax Years [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 35,821,000 |
State and Local Jurisdiction [Member] | Unlimited Tax Years [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 5,920,000 |
State and Local Jurisdiction [Member] | Tax Years 1-3 [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 28,000 |
Domestic Tax Authority [Member] | Tax Years 3-5 [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 0 |
Domestic Tax Authority [Member] | Greater Than 5 Tax Years [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 0 |
Domestic Tax Authority [Member] | Unlimited Tax Years [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | 102,596,000 |
Domestic Tax Authority [Member] | Tax Years 1-3 [Member] | ||
Operating Loss Carryforwards | us-gaap_OperatingLossCarryforwards | $ 0 |