Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40252 | |
Entity Registrant Name | DigitalOcean Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-5207470 | |
Entity Address, Address Line One | 101 6th Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10013 | |
City Area Code | 646 | |
Local Phone Number | 827-4366 | |
Title of 12(b) Security | Common stock, par value $0.000025 per share | |
Trading Symbol | DOCN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 91,091,324 | |
Entity Central Index Key | 0001582961 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 419,063 | $ 317,236 |
Marketable securities | 0 | 94,532 |
Accounts receivable, less allowance for credit losses of $5,811 and $5,848, respectively | 63,866 | 62,186 |
Prepaid expenses and other current assets | 32,884 | 29,040 |
Total current assets | 515,813 | 502,994 |
Noncurrent assets: | ||
Property and equipment, net | 322,052 | 305,444 |
Restricted cash | 1,747 | 1,747 |
Goodwill | 348,322 | 348,322 |
Intangible assets, net | 134,416 | 140,151 |
Operating lease right-of-use assets, net | 156,002 | 155,201 |
Deferred tax assets | 1,945 | 1,994 |
Other assets | 5,276 | 5,114 |
Total assets | 1,485,573 | 1,460,967 |
Current liabilities: | ||
Accounts payable | 4,536 | 3,957 |
Accrued other expenses | 24,398 | 31,046 |
Deferred revenue | 5,477 | 5,340 |
Operating lease liabilities, current | 81,218 | 81,320 |
Other current liabilities | 73,322 | 70,982 |
Total current liabilities | 188,951 | 192,645 |
Noncurrent liabilities: | ||
Deferred tax liabilities | 3,517 | 3,533 |
Long-term debt | 1,479,687 | 1,477,798 |
Operating lease liabilities, non-current | 95,174 | 91,161 |
Other long-term liabilities | 4,316 | 9,528 |
Total liabilities | 1,771,645 | 1,774,665 |
Commitments and Contingencies (Note 8) | ||
Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023) | 0 | 0 |
Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 91,264,101 and 90,243,442 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively) | 2 | 2 |
Additional paid-in capital | 44,615 | 30,989 |
Accumulated other comprehensive loss | (591) | (452) |
Accumulated deficit | (330,098) | (344,237) |
Total stockholders’ deficit | (286,072) | (313,698) |
Total liabilities and stockholders’ deficit | $ 1,485,573 | $ 1,460,967 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit losses | $ 5,811 | $ 5,848 |
Preferred stock, par value (in dollars per share) | $ 0.000025 | $ 0.000025 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.000025 | $ 0.000025 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 91,264,101 | 90,243,442 |
Common stock, shares outstanding (in shares) | 91,264,101 | 90,243,442 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 184,730 | $ 165,134 |
Cost of revenue | 72,644 | 71,879 |
Gross profit | 112,086 | 93,255 |
Operating expenses: | ||
Research and development | 33,971 | 38,272 |
Sales and marketing | 20,804 | 18,231 |
General and administrative | 45,773 | 48,939 |
Restructuring and other charges | 0 | 20,869 |
Total operating expenses | 100,548 | 126,311 |
Income (loss) from operations | 11,538 | (33,056) |
Other income (expense): | ||
Interest expense | (2,304) | (2,189) |
Interest income and other income, net | 5,021 | 7,394 |
Other income, net | 2,717 | 5,205 |
Income (loss) before income taxes | 14,255 | (27,851) |
Income tax (expense) benefit | (116) | 11,481 |
Net income (loss) attributable to common stockholders | $ 14,139 | $ (16,370) |
Net income (loss) per share attributable to common stockholders | ||
Basic (in dollars per share) | $ 0.16 | $ (0.17) |
Diluted (in dollars per share) | $ 0.15 | $ (0.17) |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders | ||
Basic (in shares) | 90,794,000 | 95,565,000 |
Diluted (in shares) | 93,787,000 | 95,565,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Other Comprehensive Income [Abstract] | ||
Net income (loss) attributable to common stockholders | $ 14,139 | $ (16,370) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments, net of taxes | (151) | 126 |
Unrealized gain on marketable securities, net of taxes | 12 | 1,243 |
Other comprehensive income (loss) | (139) | 1,369 |
Comprehensive income (loss) | $ 14,000 | $ (15,001) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Compreh-ensive Loss | Accumulated Deficit |
Beginning Balance (in shares) at Dec. 31, 2022 | 96,732,507 | ||||
Beginning Balance at Dec. 31, 2022 | $ 47,569 | $ 2 | $ 263,957 | $ (2,048) | $ (214,342) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under equity incentive plan, net of taxes withheld (in shares) | 1,011,034 | ||||
Issuance of common stock under equity incentive plan, net of taxes withheld | 1,461 | 1,461 | |||
Repurchase and retirement of common stock (in shares) | (7,759,973) | ||||
Repurchase and retirement of common stock | (265,901) | ||||
Excise taxes related to repurchase of common stock | (2,659) | ||||
Stock-based compensation | 31,923 | ||||
Other comprehensive income (loss) | 1,369 | 1,369 | 1,369 | ||
Net income (loss) attributable to common stockholders | (16,370) | (16,370) | |||
Ending Balance (in shares) at Mar. 31, 2023 | 89,983,568 | ||||
Ending Balance at Mar. 31, 2023 | $ (202,608) | $ 2 | 28,781 | (679) | (230,712) |
Beginning Balance (in shares) at Dec. 31, 2023 | 90,243,442 | 90,243,442 | |||
Beginning Balance at Dec. 31, 2023 | $ (313,698) | $ 2 | 30,989 | (452) | (344,237) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under equity incentive plan, net of taxes withheld (in shares) | 823,221 | 1,220,917 | |||
Issuance of common stock under equity incentive plan, net of taxes withheld | $ (1,888) | (1,888) | |||
Repurchase and retirement of common stock (in shares) | (200,258) | ||||
Repurchase and retirement of common stock | (7,795) | ||||
Excise taxes related to repurchase of common stock | (78) | ||||
Stock-based compensation | 23,387 | ||||
Other comprehensive income (loss) | (139) | (139) | (139) | ||
Net income (loss) attributable to common stockholders | $ 14,139 | 14,139 | |||
Ending Balance (in shares) at Mar. 31, 2024 | 91,264,101 | 91,264,101 | |||
Ending Balance at Mar. 31, 2024 | $ (286,072) | $ 2 | $ 44,615 | $ (591) | $ (330,098) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net income (loss) attributable to common stockholders | $ 14,139 | $ (16,370) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 31,887 | 28,913 |
Stock-based compensation | 22,877 | 31,531 |
Provision for expected credit losses | 4,175 | 3,987 |
Operating lease right-of-use assets and liabilities, net | 3,300 | 9,523 |
Net accretion of discounts and amortization of premiums on investments | 2,569 | (3,436) |
Non-cash interest expense | 1,993 | 1,983 |
Loss on impairment of long-lived assets | 0 | 553 |
Deferred income taxes | 0 | 1,589 |
Other | (53) | 590 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,855) | (5,125) |
Prepaid expenses and other current assets | (2,744) | (2,568) |
Accounts payable and accrued expenses | (3,260) | (11,031) |
Deferred revenue | 137 | (535) |
Other assets and liabilities | (2,472) | (3,389) |
Net cash provided by operating activities | 66,693 | 36,215 |
Investing activities | ||
Capital expenditures - property and equipment | (43,665) | (23,314) |
Capital expenditures - internal-use software development | (1,563) | (1,794) |
Cash paid for asset acquisitions | 0 | (2,500) |
Purchase of marketable securities | 0 | (195,910) |
Maturities of marketable securities | 91,675 | 331,581 |
Purchased interest on marketable securities | 0 | (113) |
Proceeds from sale of equipment | 0 | 6 |
Net cash provided by investing activities | 46,447 | 107,956 |
Financing activities | ||
Proceeds related to the issuance of common stock under equity incentive plan | 5,674 | 5,535 |
Principal repayments of finance leases | (1,359) | 0 |
Employee payroll taxes paid related to net settlement of equity awards | (6,792) | (3,864) |
Repurchase and retirement of common stock | (8,770) | (265,901) |
Net cash used in financing activities | (11,247) | (264,230) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (66) | (29) |
Increase (decrease) in cash, cash equivalents and restricted cash | 101,827 | (120,088) |
Cash, cash equivalents and restricted cash - beginning of period | 318,983 | 151,807 |
Cash, cash equivalents and restricted cash - end of period | 420,810 | 31,719 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 172 | 126 |
Cash paid for taxes, net of refunds | 997 | 393 |
Operating cash flows paid for operating leases | 18,095 | 16,579 |
Non-cash investing and financing activities: | ||
Capitalized stock-based compensation | 510 | 392 |
Property and equipment received but not yet paid, included in Accounts payable and Accrued other expenses | 2,500 | 20,437 |
Operating right-of-use assets obtained in exchange for operating lease liabilities | $ 24,797 | $ 48,597 |
Nature of the Business and Orga
Nature of the Business and Organization | 3 Months Ended |
Mar. 31, 2024 | |
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, platform and software tools for startups and growing technology businesses. 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”), including Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (“PaaS”), including Managed Database and Managed Kubernetes offerings; Software-as-a-Service (“SaaS”), including Managed Hosting and Marketplace offerings; and artificial intelligence and machine learning (“AI/ML”), including Machines, Notebooks and Deployments offerings. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include accounts of the Company and all wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of March 31, 2024, results of operations for the three months ended March 31, 2024 and 2023, cash flows for the three months ended March 31, 2024 and 2023, and stockholders' deficit for the three months ended March 31, 2024 and 2023. Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long lived assets, capitalized internal-use software development costs, accounting for stock-based compensation including estimation of the probability of performance vesting conditions, the incremental borrowing rate used to determine lease liabilities, valuation allowances against deferred tax assets, fair value of financial instruments, 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. Restricted Cash The following table reconciles cash, cash equivalents and restricted cash per the Condensed Consolidated Statements of Cash Flows: March 31, 2024 2023 Cash and cash equivalents $ 419,063 $ 20,872 Restricted cash included in Prepaid expenses and other current assets (1) — 9,100 Restricted cash (2) 1,747 1,747 Total cash, cash equivalents and restricted cash $ 420,810 $ 31,719 ___________________ (1) Includes contingent compensation related to the Cloudways Ltd. (“Cloudways”) acquisition, which was paid on September 1, 2023. (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 accounts receivable and related allowance after the potential for recovery is considered remote. The following table presents the changes in our allowance for expected credit losses for the period presented: Amount Balance as of December 31, 2023 $ 5,848 Provision for expected credit losses 4,175 Write-offs and other (4,212) Balance as of March 31, 2024 $ 5,811 Deferred Revenue Deferred revenue was $5,477 and $5,340 as of March 31, 2024 and December 31, 2023, respectively. Revenue recognized during the three months ended March 31, 2024 and 2023 was $2,112 and $2,118, respectively, which was included in each deferred revenue balance at the beginning of each respective period. Segment Information The Company’s chief operating decision maker, the chief executive officer (“CEO”), reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company has one operating and reporting segment. Geographical Information Revenue, as determined based on the billing address of the Company’s customers, was as follows: Three Months Ended March 31, 2024 2023 North America 37 % 38 % Europe 29 29 Asia 24 23 Other 10 10 Total 100 % 100 % Revenue derived from customers in the United States was 30% and 31% of total revenue for the three months ended March 31, 2024 and 2023, respectively. Long-lived assets include property and equipment and leases. The geographic locations of the Company’s long-lived assets, net, based on physical location of the assets is as follows: March 31, 2024 December 31, 2023 United States $ 269,188 $ 233,557 Singapore 38,639 43,425 Germany 54,881 62,224 Netherlands 42,367 46,170 Other 72,979 75,269 Total $ 478,054 $ 460,645 Concentration of Credit Risk The amounts reflected in the Condensed Consolidated Balance Sheets for cash and cash equivalents, marketable securities, restricted cash, and trade accounts receivable are exposed to concentrations of credit risk. Although the Company maintains cash and cash equivalents with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company’s customer base consists of a significant number of geographically dispersed customers. No customer represented 10% or more of accounts receivable, net as of March 31, 2024 and December 31, 2023. Additionally, no customer accounted for 10% or more of total revenue during the three months ended March 31, 2024 and 2023. Recent Accounting Pronouncements – Pending Adoption In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, ASU 2023-09 requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in ASU 2023-09 are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact of adoption on our financial disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early application permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 on its consolidated financial statements and disclosures. |
Acquisitions, Goodwill and Inta
Acquisitions, Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions, Goodwill and Intangible Assets | Acquisitions, Goodwill and Intangible Assets Paperspace Co. On July 5, 2023 (the “Paperspace Acquisition Date”), the Company consummated a business combination acquiring 100% of Paperspace Co. (“Paperspace”) for total cash consideration of $100,399. Included in the consideration paid is a contribution of $11,100 to an escrow account held by a third party on the Paperspace Acquisition Date to support certain post-closing indemnification obligations. This acquisition has been accounted for as a business combination and the results of Paperspace’s operations have been included in the accompanying consolidated financial statements since the Paperspace Acquisition Date. The acquisition and integration of Paperspace’s advanced technology into the Company’s platform will extend the Company’s offerings, enabling customers to more easily test, develop and deploy artificial intelligence and machine learning (“AI/ML”) applications, and augment and enhance existing AI/ML applications. The determination and allocation of total consideration is based on estimates of fair value. Measurement period adjustments, if any, will be recognized in the reporting period in which the adjustment amounts are determined within twelve months from the Paperspace Acquisition Date. As of March 31, 2024, the purchase price allocation for Paperspace remains open as the Company gathers additional information in relation to its assessment of tax related items. The following table sets forth the allocation of the purchase price for the business combination and summarizes the fair values of the assets acquired and liabilities assumed at the Paperspace Acquisition Date: Amount Fair value of consideration transferred Cash consideration $ 100,399 Recognized amounts of identifiable assets acquired and liabilities assumed Tangible assets acquired: Cash and cash equivalents $ 1,376 Accounts receivable 1,042 Prepaid expenses and other current assets 193 Property and equipment, net 4,515 Operating right-of-use asset, net 4,398 Finance lease right-of-use asset, net 11,958 Other assets 367 Intangible assets 37,690 Liabilities assumed: Accounts payable and accrued expenses (1,445) Deferred revenue (105) Operating lease liabilities, current (1,475) Operating lease liabilities, non-current (2,923) Finance lease liabilities, current (5,707) Finance lease liabilities, non-current (6,251) Deferred tax liabilities (1,074) Total identifiable net assets acquired 42,559 Goodwill recorded in acquisition 57,840 Total purchase price allocation $ 100,399 The Company amortizes its intangible assets assuming no residual value over periods in which the economic benefit of these assets is consumed (the useful life). The fair values allocated to the identifiable intangible assets and their estimated useful lives are as follows: Estimated Fair Value Weighted Average Useful Life (years) Trademark/Trade Name $ 300 1 Developed Technology 24,120 5 Customer Relationships 13,270 5 Total intangible assets $ 37,690 Paperspace’s assets and liabilities were measured at estimated fair values on July 5, 2023. 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 management in the valuation of these assets and liabilities. The goodwill is attributable primarily to the integration of Paperspace’s advanced technology into the Company’s platform which will extend the Company’s offerings, resulting in incremental revenue from new and existing customers, and to a lesser extent 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. Unaudited Pro Forma Financial Information The unaudited pro forma information below summarizes the combined results of the Company and Paperspace as if the Company’s acquisition of Paperspace closed on January 1, 2022 but does not necessarily reflect the combined actual results of operations of the Company and Paperspace 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 Paperspace, including additional amortization of acquired assets and the timing of nonrecurring acquisition and integration related costs, and other adjustments the Company believes are reasonable for the pro forma presentation. If Paperspace had been acquired on January 1, 2022, it would not have had a material impact to revenue for the three months ended March 31, 2023. Pro Forma for the Three Months Ended March 31, 2023 Net loss $ 21,200 Contingent Compensation for Acquisitions Contingent compensation represents compensation for post-combination services because the payments are contingent on continuing employment of the Paperspace founders, Cloudways seller, and Snapshooter Limited founder at each payment date. Contingent compensation costs related to payments due to certain Paperspace founders for $10,120, of which $5,060 will be earned on July 5, 2024, and $1,265 will be earned quarterly thereafter through July 5, 2025. Contingent compensation costs related to payments due to a Cloudways seller for $38,830, of which $16,851 was earned and paid on September 1, 2023, $7,326 was earned and paid on March 1, 2024, and $7,326 will be earned on September 1, 2024 and March 1, 2025. Contingent compensation costs related to payments due to a SnapShooter Limited founder for $1,000 was earned and paid during the three months ended March 31, 2024. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents, on the Condensed Consolidated Balance Sheets as of December 31, 2023. As of March 31, 2024, the Company reallocated its marketable securities to money market funds due to the more favorable yields. December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 69,456 $ 6 $ (6) $ 69,456 Commercial paper 25,088 — (12) 25,076 Total Marketable securities $ 94,544 $ 6 $ (18) $ 94,532 Interest income from investments was $5,274 and $7,670 for the three months ended March 31, 2024 and 2023, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value of our financial assets measured on a recurring basis is as follows: March 31, 2024 Level I Level II Total Cash and cash equivalents: Cash $ 44,301 $ — $ 44,301 Money market funds 374,762 — 374,762 Total Cash and cash equivalents $ 419,063 $ — $ 419,063 December 31, 2023 Level I Level II Total Cash and cash equivalents: Cash $ 54,871 $ — $ 54,871 Money market funds 262,365 — 262,365 Total Cash and cash equivalents $ 317,236 $ — $ 317,236 Marketable securities: U.S. treasury securities $ 69,456 $ — $ 69,456 Commercial paper — 25,076 25,076 Total Marketable securities $ 69,456 $ 25,076 $ 94,532 The Company classifies its highly liquid money market funds and U.S. treasury securities within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its commercial paper and corporate debt securities within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. The Company had no Level 3 financial assets as of March 31, 2024 and December 31, 2023. Financial Instruments Not Recorded at Fair Value on a Recurring Basis The Company reports financial instruments at fair value, with the exception of the 0% Convertible Senior Notes due December 1, 2026 (“Convertible Notes”). Financial instruments that are not recorded at fair value on a recurring basis are measured at fair value on a quarterly basis for disclosure purposes. The carrying values and estimated fair values of financial instruments not recorded at fair value are as follows: March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Convertible Notes $ 1,479,687 $ 1,261,500 $ 1,477,798 $ 1,235,625 The carrying value of the Convertible Notes as of March 31, 2024 and December 31, 2023 was net of unamortized debt issuance costs of $20,313 and $22,202, respectively. The total fair value of the Convertible Notes was determined based on the closing trading price as of the last day of trading for the period. The Company considers the fair value to be a Level 2 valuation due to the limited trading activity. |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Details | Balance Sheet Details Property and equipment, net Property and equipment, net consisted of the following: March 31, 2024 December 31, 2023 Computers and equipment $ 671,694 $ 657,505 Furniture and fixtures 1,511 1,511 Leasehold improvements 6,820 6,820 Internal-use software 86,360 84,279 Equipment under finance leases 12,234 11,938 Property and equipment, gross $ 778,619 $ 762,053 Less: accumulated depreciation $ (381,457) $ (387,083) Less: accumulated amortization (75,110) (69,526) Property and equipment, net $ 322,052 $ 305,444 Depreciation expense on property and equipment was $24,638 and $22,372 for the three months ended March 31, 2024 and 2023, respectively. The Company capitalized costs related to the development of computer software for internal use of $2,072 and $2,199 for the three months ended March 31, 2024 and 2023, respectively, which is included in internal-use software costs within Property and equipment, net. Amortization expense related to internal-use software was $1,514 and $2,750 for the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2023, the Company recorded an impairment loss of $553 related to software that is no longer being used. No such loss was recorded for the three months ended March 31, 2024. This impairment loss is included in Cost of revenue and Research and development on the Condensed Consolidated Statements of Operations. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Facility In February and March 2020, the Company entered into and subsequently amended a second amended and restated credit agreement with KeyBank National Association as administrative agent. In November 2021, the Company further amended such credit agreement to revise certain covenants that restricted the incurrence of indebtedness to permit the issuance of the convertible notes discussed below. In March 2022, the Company entered into a third amended and restated credit agreement (the “Credit Facility”) to, among other modifications, (i) remove the term loan component of the existing credit facility which had been previously repaid in full; (ii) increase the maximum borrowing limit of the revolving credit facility from $150,000 to $250,000; (iii) extend the maturity date; (iv) replace the existing maximum total net leverage ratio financial covenant with a maximum senior secured net leverage ratio financial covenant; (v) eliminate the financial covenant requirement of maintaining a minimum debt service coverage ratio; (vi) reduce the interest rates applicable to any principal amounts outstanding on the revolving credit facility as well as the annual commitment fee for unused amounts on the revolving credit facility; and (vii) replace the benchmark reference rate for U.S. Dollar loans from LIBOR to the forward-looking term rate based on the secured overnight financing rate plus a customary adjustment (“Adjusted Term SOFR”). At March 31, 2024, the Company had available borrowing capacity of $250,000 on the Credit Facility. The Credit Facility will mature on the earlier of (a) March 29, 2027 and (b) 90 days before the maturity date applicable to any outstanding convertible notes issued by the Company in an aggregate principal amount equal to or greater than $100,000. The Credit Facility is secured by a first-priority security interest in substantially all of the assets of the Company. The Credit Facility contains certain financial and operational covenants, including a maximum senior secured net leverage ratio financial covenant of 3.50x. As of March 31, 2024, 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 $126 and $125 for the three months ended March 31, 2024 and 2023, respectively. Amortization of deferred financing fees was $105 for both the three months ended March 31, 2024 and 2023. Convertible Notes In November 2021, the Company issued $1,500,000 aggregate principal amount of Convertible Notes in a private offering, including the exercise in full of the over-allotment option granted to the initial purchasers of $200,000. The Convertible Notes are senior unsecured obligations of the Company and do not bear interest, and the principal amount of the Convertible Notes does not accrete. The Convertible Notes will mature on December 1, 2026 unless earlier converted, redeemed, or repurchased. Amortization of deferred financing fees for the three months ended March 31, 2024 and 2023 was $1,888 and $1,879, respectively. During the three months ended March 31, 2024, none of the circumstances allowing holders to convert the Convertible Notes were met. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of March 31, 2024, the Company had long-term commitments for bandwidth usage with various networks and internet service providers and entered into purchase orders with various vendors. The Company’s purchase commitments have not materially changed since December 31, 2023. Letters of Credit In conjunction with the execution of certain office space operating leases, a letter of credit in the amount of $1,747 was issued and outstanding as of March 31, 2024 and December 31, 2023. No draws have been made under the letter of credit. These funds are included as Restricted cash on the Condensed Consolidated Balance Sheets as they are related to long-term operating leases and are included in beginning and ending Cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows. The letter of credit was reduced on an annual basis until the end of 2022 and, beginning January 1, 2023, the deposit currently held is the minimum threshold required until the lease expiration. Legal Proceedings The Company may be involved in various legal proceedings and litigation arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate disposition of any such litigation matters, the Company believes that any such legal proceedings will not have a material adverse effect on its condensed consolidated financial position, results of operations, or liquidity. On September 12, 2023, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against the Company and certain of its current and former executive officers for alleged violations of the U.S. federal securities laws. The complaint in the lawsuit, captioned Agarwal v. DigitalOcean Holdings, Inc., et. al. (Case 1:23-cv-08060), asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a proposed class consisting of those who acquired common stock of the Company between February 16, 2023 and August 25, 2023 (the “Putative Class Period”), and alleged that the Company made materially false and misleading statements regarding its business during the Putative Class Period. On January 3, 2024, the plaintiff in the federal class action lawsuit voluntarily dismissed the action without prejudice. On December 12, 2023 and December 14, 2023, respectively, the Company was named a nominal defendant in two putative stockholder derivative actions filed in the United States District Court for the District of Delaware against its directors and its former chief executive officer and member of the board. The complaints in the two lawsuits, captioned Flanagan v. Spruill, et al. (Case No. 1:23-cv-01424-RGA) and Reynolds v. Spruill, et al. (Case No. 1:23-cv-01433-RGA), alleged, among other things, violations of federal law and breaches of fiduciary duty, in relation to substantially the same factual allegations as the above-described federal class action lawsuit captioned Agarwal v. DigitalOcean Holdings, Inc., et. al. (Case 1:23-cv-08060). On January 12, 2024, the two cases were consolidated. On February 7, 2024, the consolidated action was voluntarily dismissed without prejudice. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Share Buyback Program On February 20, 2024, the Company’s Board of Directors approved the repurchase of up to an aggregate of $140 million of its common stock (“2024 Share Buyback Program”). Pursuant to the 2024 Share Buyback 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 through fiscal year 2025; 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. During the three months ended March 31, 2024, the Company repurchased and retired 200,258 shares of common stock pursuant to the 2024 Share Buyback Program for an aggregate purchase price of $7,795, which excludes the 1% excise tax of $78 imposed under the Inflation Reduction Act. 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. As of March 31, 2024, the dollar value of shares that remained available to be repurchased by the Company under the 2024 Share Buyback Program was $132,205. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Incentive Plan In March 2021, the Company’s Board of Directors adopted, and the stockholders approved, the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan is a successor to and continuation of the 2013 Stock Plan. The 2021 Equity Incentive Plan became effective on the date of the IPO with no further grants being made under the 2013 Stock Plan, however, awards outstanding under the 2013 Stock Plan will continue to be governed by their existing terms. The 2021 Equity Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units awards (“RSUs”), performance awards, and other awards to employees, directors, and consultants. Shares issued pursuant to the exercise of these awards are transferable by the holder. Stock Options Stock options granted have a maximum term of ten years from the grant date, are exercisable upon vesting and typically vest over a period of four years. Stock option activity for the three months ended March 31, 2024 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2024 3,289,019 $ 9.43 4.17 $ 89,671 Exercised (823,221) 6.93 Forfeited or cancelled (16,712) 18.22 Outstanding at March 31, 2024 2,449,086 $ 10.18 4.85 $ 68,577 Vested and exercisable at March 31, 2024 2,256,650 9.60 4.70 64,502 Vested and unvested expected to vest at March 31, 2024 2,439,890 $ 10.15 4.84 $ 68,388 The aggregate intrinsic value represents the difference between the fair value of common stock and the exercise price of outstanding in-the-money options. The aggregate intrinsic value of exercised options for the three months ended March 31, 2024 and 2023 was $24,426 and $21,037, respectively. No options were granted during the three months ended March 31, 2024 and 2023. The aggregate estimated fair value of stock options granted to participants that vested during the three months ended March 31, 2024 and 2023 was $2,020 and $3,836, respectively. As of March 31, 2024, there was $3,384 of unrecognized stock-based compensation related to outstanding stock options granted that is expected to be recognized over a weighted-average period of 0.63 years. RSUs RSUs granted typically vest over four years. RSU activity for the three months ended March 31, 2024 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2024 6,308,499 $ 36.07 Granted 1,432,970 38.86 Vested (501,216) 37.81 Forfeited or cancelled (585,633) 37.49 Unvested balance at March 31, 2024 6,654,620 36.40 Vested and expected to vest at March 31, 2024 5,177,654 $ 36.53 As of March 31, 2024, there was $174,375 of unrecognized stock-based compensation related to outstanding RSUs granted that is expected to be recognized over a weighted-average period of 2.97 years. PRSUs The Company has issued PRSUs which will vest based on the achievement of each award’s established performance targets. PRSU activity for the three months ended March 31, 2024 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2024 537,715 $ 35.25 Vested (84,311) 54.07 Forfeited or cancelled (98,833) 31.75 Adjusted by performance factor (305,948) 31.75 Unvested balance at March 31, 2024 48,623 $ 31.75 At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of specified performance metrics. The cumulative effect on current and prior periods of a change in the estimated number of PRSUs that are expected to be earned during the performance period will be recognized as an adjustment to earnings in the period of the revision. Compensation cost in connection with the probable number of shares that will vest will be recognized using the accelerated attribution method. LTIP PRSUs The Company grants Long Term Incentive Plan (“LTIP”) PRSUs to certain executives of the Company typically during the first fiscal quarter of each fiscal year. 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 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 Compensation Committee’s approval of the level of achievement against the approved performance targets. Assuming the minimum performance level is achieved, one-third of the aggregate number of the achieved LTIP PRSUs shall vest on the later of (i) March 1 of the year after grant or (ii) two trading days following the public release of the Company’s financial results, and the remainder shall vest in 8 equal quarterly installments subject, in each case, to the individual’s continuous service through the applicable vesting date. On March 1, 2023, the Company granted an LTIP PRSU award (the “2023 LTIP PRSU”). The financial performance level under the PRSUs was the percentage equal to the sum of the revenue growth percentage and profitability percentage, which on February 21, 2024, was determined to be achieved at 38.5% of the target amount. This resulted in a performance factor reduction of 305,948 shares from the original maximum shares achievable of 378,882, excluding forfeitures. On April 11, 2024, the Company granted an LTIP PRSU award (the “2024 LTIP PRSU”). The financial performance level under the PRSUs can be attained based on the achievement of certain revenue and adjusted free cash flow margin targets. Under the 2024 LTIP PRSU, 75% of the award can be achieved based on the revenue targets and 25% of the award can be achieved based on the adjusted free cash flow margin targets. The target shares granted under the 2024 LTIP PRSU was 84,472. The actual number of shares that are received under the 2024 LTIP PRSU may be higher or lower than the target shares based on the actual financial metrics achieved relative to the target financial metrics for fiscal year 2024. There is $608 of unrecognized stock-based compensation that is expected to be recognized over a weighted-average period of 2 years in regards to the LTIP PRSUs. MRSUs On February 12, 2024, Padmanabhan Srinivasan joined the Company in the role of CEO. As part of his compensation package, Mr. Srinivasan received an MRSU with an estimated grant date fair value of approximately $8 million, which will vest upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals during a five-year performance period, as described below. A cumulative percentage of the MRSU target 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 60 trading day period during the performance period as set forth in the table below: Tranche Company Stock Price Target Total Payout 1 $65.00 25% of Target MRSUs 2 $100.00 50% of Target MRSUs 3 $135.00 100% of Target MRSUs 4 $170.00 150% of Target MRSUs The target number of achievable shares is 193,178 and the maximum number of achievable shares is 289,767. There will be no pro-rata or straight-line interpolation vesting for achievement of a stock price target between the stock price targets, except in the event of a qualifying termination. If the stock price targets are achieved during the first three years following the grant date (the “First Performance Period”), 50% of the MRSUs eligible to vest will vest on the third anniversary of the grant date and the remaining 50% of the eligible MRSUs will vest on the fifth anniversary of the grant date. Each tranche of MRSUs whose stock price target was not achieved during the First Performance Period that is subsequently achieved during the period between the third anniversary of the grant date and fifth anniversary of the grant date will vest on the fifth anniversary of the grant date. The unvested balance of 3,000,000 shares related to the former CEO’s MRSU were forfeited and canceled during the three months ended March 31, 2024. There was no unrecognized stock-based compensation related to the former CEO’s MRSU awards. As of March 31, 2024, there was $7,720 unrecognized stock-based compensation related to the MRSUs granted remaining to be recognized. 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. 2023 Offering A new offering period commenced on November 21, 2023, and consists of two purchase periods, the first of which will have a purchase date of May 20, 2024 and the second and final purchase will have a purchase date of November 20, 2024 (the “2023 Offering”). During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation associated with the ESPP of $463 and $625, respectively. As of March 31, 2024, $1,633 has been withheld on behalf of employees. Stock-Based Compensation Stock-based compensation was included in the Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, 2024 2023 Cost of revenue $ 522 $ 392 Research and development 9,386 9,590 Sales and marketing 3,781 3,332 General and administrative 9,188 14,280 Restructuring and other charges — 3,937 Total $ 22,877 $ 31,531 |
Net Income (Loss) per Share Att
Net Income (Loss) per Share Attributable to Common Stockholders | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share Attributable to Common Stockholders | Net Income (Loss) per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net income (loss) per share: Three Months Ended March 31, (In thousands, except per share amounts) 2024 2023 Basic net income (loss) per share: Numerator: Net income (loss) attributable to common stockholders $ 14,139 $ (16,370) Denominator: Weighted average shares used to compute net income (loss) per share 90,794 95,565 Basic net income (loss) per share attributable to common stockholders $ 0.16 $ (0.17) Diluted net income (loss) per share: Numerator: Net income (loss) attributable to common stockholders $ 14,139 $ (16,370) Denominator: Number of shares used in basic calculation 90,794 95,565 Weighted-average effect of diluted securities: Stock Options 1,931 — RSUs 979 — PRSUs 83 — Number of shares used in diluted calculation 93,787 95,565 Diluted net income (loss) per share attributable to common stockholders $ 0.15 $ (0.17) Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Three Months Ended March 31, (In thousands) 2024 2023 Stock Options 16 46 RSUs 2,009 1,456 PRSUs — 15 Convertible Notes 8,403 8,403 Total 10,428 9,920 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The computation of the provision for, or benefit from, income taxes for an interim period is determined using an estimated annual effective tax rate, adjusted for discrete items, if any. Each quarter, the Company updates the estimated annual effective tax rate and records a year-to-date adjustment to the tax provision as necessary. For the three months ended March 31, 2024, the Company recorded a tax expense of $116. The effective tax rate for the three months ended March 31, 2024 was 0.8%. The effective tax rate differs from the statutory rate primarily as a result of having a full valuation allowance in the U.S. and the mix of income in the foreign jurisdictions in which the Company conducts business, and excess tax benefits from stock-based compensation. For the three months ended March 31, 2023, the Company recorded a tax benefit of $11,481. The effective tax rate for the three months ended March 31, 2023 was 41.2%. The effective tax rate differs from the statutory rate primarily as a result of being able to benefit from current year losses in the U.S., despite maintaining a valuation allowance against the remaining U.S. deferred tax assets, as well as the mix of income in foreign jurisdictions. The Organization for Economic Co-operation and Development Pillar Two guidelines published to date include transition and safe harbor rules around the implementation of the Pillar Two global minimum tax of 15%. Based on current enacted legislation effective in 2024, the Company is currently below the threshold of Pillar Two tax. The Company is monitoring developments and evaluating the impacts these new rules will have on its future income tax provision and effective income tax rate. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss) attributable to common stockholders | $ 14,139 | $ (16,370) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long lived assets, capitalized internal-use software development costs, accounting for stock-based compensation including estimation of the probability of performance vesting conditions, the incremental borrowing rate used to determine lease liabilities, valuation allowances against deferred tax assets, fair value of financial instruments, and the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. |
Segment Information | Segment Information The Company’s chief operating decision maker, the chief executive officer (“CEO”), reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company has one operating and reporting segment. |
Concentration of Credit Risk | Concentration of Credit Risk The amounts reflected in the Condensed Consolidated Balance Sheets for cash and cash equivalents, marketable securities, restricted cash, and trade accounts receivable are exposed to concentrations of credit risk. Although the Company maintains cash and cash equivalents with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances. |
Recent Accounting Pronouncements – Pending Adoption | Recent Accounting Pronouncements – Pending Adoption In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, ASU 2023-09 requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in ASU 2023-09 are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact of adoption on our financial disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024, with early application permitted. The Company is currently evaluating the impact of adopting ASU 2023-07 on its consolidated financial statements and disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Cash Equivalents | The following table reconciles cash, cash equivalents and restricted cash per the Condensed Consolidated Statements of Cash Flows: March 31, 2024 2023 Cash and cash equivalents $ 419,063 $ 20,872 Restricted cash included in Prepaid expenses and other current assets (1) — 9,100 Restricted cash (2) 1,747 1,747 Total cash, cash equivalents and restricted cash $ 420,810 $ 31,719 ___________________ (1) Includes contingent compensation related to the Cloudways Ltd. (“Cloudways”) acquisition, which was paid on September 1, 2023. (2) Includes deposits in financial institutions related to letters of credit used to secure lease agreements. |
Reconciliation of Restricted Cash | The following table reconciles cash, cash equivalents and restricted cash per the Condensed Consolidated Statements of Cash Flows: March 31, 2024 2023 Cash and cash equivalents $ 419,063 $ 20,872 Restricted cash included in Prepaid expenses and other current assets (1) — 9,100 Restricted cash (2) 1,747 1,747 Total cash, cash equivalents and restricted cash $ 420,810 $ 31,719 ___________________ (1) Includes contingent compensation related to the Cloudways Ltd. (“Cloudways”) acquisition, which was paid on September 1, 2023. (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: Amount Balance as of December 31, 2023 $ 5,848 Provision for expected credit losses 4,175 Write-offs and other (4,212) Balance as of March 31, 2024 $ 5,811 |
Revenue by Geographic Areas | Revenue, as determined based on the billing address of the Company’s customers, was as follows: Three Months Ended March 31, 2024 2023 North America 37 % 38 % Europe 29 29 Asia 24 23 Other 10 10 Total 100 % 100 % |
Long-lived Assets by Geographic Areas | The geographic locations of the Company’s long-lived assets, net, based on physical location of the assets is as follows: March 31, 2024 December 31, 2023 United States $ 269,188 $ 233,557 Singapore 38,639 43,425 Germany 54,881 62,224 Netherlands 42,367 46,170 Other 72,979 75,269 Total $ 478,054 $ 460,645 |
Acquisitions, Goodwill and In_2
Acquisitions, Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The following table sets forth the allocation of the purchase price for the business combination and summarizes the fair values of the assets acquired and liabilities assumed at the Paperspace Acquisition Date: Amount Fair value of consideration transferred Cash consideration $ 100,399 Recognized amounts of identifiable assets acquired and liabilities assumed Tangible assets acquired: Cash and cash equivalents $ 1,376 Accounts receivable 1,042 Prepaid expenses and other current assets 193 Property and equipment, net 4,515 Operating right-of-use asset, net 4,398 Finance lease right-of-use asset, net 11,958 Other assets 367 Intangible assets 37,690 Liabilities assumed: Accounts payable and accrued expenses (1,445) Deferred revenue (105) Operating lease liabilities, current (1,475) Operating lease liabilities, non-current (2,923) Finance lease liabilities, current (5,707) Finance lease liabilities, non-current (6,251) Deferred tax liabilities (1,074) Total identifiable net assets acquired 42,559 Goodwill recorded in acquisition 57,840 Total purchase price allocation $ 100,399 |
Schedule of Intangible Assets Acquired | The fair values allocated to the identifiable intangible assets and their estimated useful lives are as follows: Estimated Fair Value Weighted Average Useful Life (years) Trademark/Trade Name $ 300 1 Developed Technology 24,120 5 Customer Relationships 13,270 5 Total intangible assets $ 37,690 |
Schedule of Pro Forma Information | The unaudited pro forma information below summarizes the combined results of the Company and Paperspace as if the Company’s acquisition of Paperspace closed on January 1, 2022 but does not necessarily reflect the combined actual results of operations of the Company and Paperspace 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 Paperspace, including additional amortization of acquired assets and the timing of nonrecurring acquisition and integration related costs, and other adjustments the Company believes are reasonable for the pro forma presentation. If Paperspace had been acquired on January 1, 2022, it would not have had a material impact to revenue for the three months ended March 31, 2023. Pro Forma for the Three Months Ended March 31, 2023 Net loss $ 21,200 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | The following is a summary of available-for-sale marketable securities, excluding those securities classified within cash and cash equivalents, on the Condensed Consolidated Balance Sheets as of December 31, 2023. As of March 31, 2024, the Company reallocated its marketable securities to money market funds due to the more favorable yields. December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury securities $ 69,456 $ 6 $ (6) $ 69,456 Commercial paper 25,088 — (12) 25,076 Total Marketable securities $ 94,544 $ 6 $ (18) $ 94,532 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured on a Recurring Basis | The fair value of our financial assets measured on a recurring basis is as follows: March 31, 2024 Level I Level II Total Cash and cash equivalents: Cash $ 44,301 $ — $ 44,301 Money market funds 374,762 — 374,762 Total Cash and cash equivalents $ 419,063 $ — $ 419,063 December 31, 2023 Level I Level II Total Cash and cash equivalents: Cash $ 54,871 $ — $ 54,871 Money market funds 262,365 — 262,365 Total Cash and cash equivalents $ 317,236 $ — $ 317,236 Marketable securities: U.S. treasury securities $ 69,456 $ — $ 69,456 Commercial paper — 25,076 25,076 Total Marketable securities $ 69,456 $ 25,076 $ 94,532 March 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Convertible Notes $ 1,479,687 $ 1,261,500 $ 1,477,798 $ 1,235,625 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, 2024 December 31, 2023 Computers and equipment $ 671,694 $ 657,505 Furniture and fixtures 1,511 1,511 Leasehold improvements 6,820 6,820 Internal-use software 86,360 84,279 Equipment under finance leases 12,234 11,938 Property and equipment, gross $ 778,619 $ 762,053 Less: accumulated depreciation $ (381,457) $ (387,083) Less: accumulated amortization (75,110) (69,526) Property and equipment, net $ 322,052 $ 305,444 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the three months ended March 31, 2024 was as follows: Number of Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Life in Years Aggregate Intrinsic Value Outstanding at January 1, 2024 3,289,019 $ 9.43 4.17 $ 89,671 Exercised (823,221) 6.93 Forfeited or cancelled (16,712) 18.22 Outstanding at March 31, 2024 2,449,086 $ 10.18 4.85 $ 68,577 Vested and exercisable at March 31, 2024 2,256,650 9.60 4.70 64,502 Vested and unvested expected to vest at March 31, 2024 2,439,890 $ 10.15 4.84 $ 68,388 |
Schedule of RSU Activity | RSU activity for the three months ended March 31, 2024 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2024 6,308,499 $ 36.07 Granted 1,432,970 38.86 Vested (501,216) 37.81 Forfeited or cancelled (585,633) 37.49 Unvested balance at March 31, 2024 6,654,620 36.40 Vested and expected to vest at March 31, 2024 5,177,654 $ 36.53 |
Schedule of PRSU Activity | PRSU activity for the three months ended March 31, 2024 was as follows: Shares Weighted-Average Fair Value Unvested balance at January 1, 2024 537,715 $ 35.25 Vested (84,311) 54.07 Forfeited or cancelled (98,833) 31.75 Adjusted by performance factor (305,948) 31.75 Unvested balance at March 31, 2024 48,623 $ 31.75 |
Summary of Share-Based Payment Arrangement and Price Targets | A cumulative percentage of the MRSU target 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 60 trading day period during the performance period as set forth in the table below: Tranche Company Stock Price Target Total Payout 1 $65.00 25% of Target MRSUs 2 $100.00 50% of Target MRSUs 3 $135.00 100% of Target MRSUs 4 $170.00 150% of Target MRSUs |
Summary of Stock-Based Compensation Expense | Stock-based compensation was included in the Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, 2024 2023 Cost of revenue $ 522 $ 392 Research and development 9,386 9,590 Sales and marketing 3,781 3,332 General and administrative 9,188 14,280 Restructuring and other charges — 3,937 Total $ 22,877 $ 31,531 |
Net Income (Loss) per Share A_2
Net Income (Loss) per Share Attributable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 income (loss) per share: Three Months Ended March 31, (In thousands, except per share amounts) 2024 2023 Basic net income (loss) per share: Numerator: Net income (loss) attributable to common stockholders $ 14,139 $ (16,370) Denominator: Weighted average shares used to compute net income (loss) per share 90,794 95,565 Basic net income (loss) per share attributable to common stockholders $ 0.16 $ (0.17) Diluted net income (loss) per share: Numerator: Net income (loss) attributable to common stockholders $ 14,139 $ (16,370) Denominator: Number of shares used in basic calculation 90,794 95,565 Weighted-average effect of diluted securities: Stock Options 1,931 — RSUs 979 — PRSUs 83 — Number of shares used in diluted calculation 93,787 95,565 Diluted net income (loss) per share attributable to common stockholders $ 0.15 $ (0.17) |
Schedule of Anti-Dilutive Securities Excluded from Computation of Net Loss Per Share | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Three Months Ended March 31, (In thousands) 2024 2023 Stock Options 16 46 RSUs 2,009 1,456 PRSUs — 15 Convertible Notes 8,403 8,403 Total 10,428 9,920 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 419,063 | $ 317,236 | $ 20,872 | |
Restricted cash included in Prepaid expenses and other current assets | 0 | 9,100 | ||
Restricted cash | 1,747 | 1,747 | ||
Total cash, cash equivalents and restricted cash | $ 420,810 | $ 318,983 | $ 31,719 | $ 151,807 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Disclosure of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning Balance | $ 5,848 | |
Provision for expected credit losses | 4,175 | $ 3,987 |
Write-offs and other | (4,212) | |
Ending Balance | $ 5,811 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Concentration Risk [Line Items] | |||
Deferred revenue | $ | $ 5,477 | $ 5,340 | |
Revenue recognized during period | $ | $ 2,112 | $ 2,118 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Geographic Concentration Risk | Revenue from Contract with Customer | |||
Concentration Risk [Line Items] | |||
Revenue derived from customers, percent | 100% | 100% | |
United States | Geographic Concentration Risk | Revenue from Contract with Customer | |||
Concentration Risk [Line Items] | |||
Revenue derived from customers, percent | 30% | 31% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue by Geographic Areas (Details) - Geographic Concentration Risk - Revenue from Contract with Customer | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 100% | 100% |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 37% | 38% |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 29% | 29% |
Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 24% | 23% |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 10% | 10% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies -Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 478,054 | $ 460,645 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 269,188 | 233,557 |
Singapore | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 38,639 | 43,425 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 54,881 | 62,224 |
Netherlands | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 42,367 | 46,170 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 72,979 | $ 75,269 |
Acquisitions, Goodwill and In_3
Acquisitions, Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 01, 2024 | Sep. 01, 2023 | Jul. 05, 2023 | Sep. 01, 2022 | Jan. 31, 2023 | Mar. 31, 2024 | |
Earned Three Months Ended March 31, 2024 | SnapShooter Limited | ||||||
Business Acquisition [Line Items] | ||||||
Asset acquisition, contingent consideration | $ 1,000 | |||||
Asset acquisition, contingent consideration paid | $ 1,000 | |||||
Paperspace Co. Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 100% | |||||
Payments to acquire businesses | $ 100,399 | |||||
Cash contributed to escrow | 11,100 | |||||
Contingent compensations costs | 10,120 | |||||
Paperspace Co. Acquisition | Earned On July 5, 2024 | ||||||
Business Acquisition [Line Items] | ||||||
Contingent compensations costs | 5,060 | |||||
Paperspace Co. Acquisition | Earned Quarterly After July 5, 2024 Through July 5, 2025 | ||||||
Business Acquisition [Line Items] | ||||||
Contingent compensations costs | $ 1,265 | |||||
Cloudways Ltd. Acquisition | ||||||
Business Acquisition [Line Items] | ||||||
Contingent compensations costs | $ 38,830 | |||||
Cloudways Ltd. Acquisition | Earned September 1, 2023 | ||||||
Business Acquisition [Line Items] | ||||||
Contingent compensations costs | 16,851 | |||||
Contingent compensation costs paid | $ 16,851 | |||||
Cloudways Ltd. Acquisition | Earned On March 1, 2024 | ||||||
Business Acquisition [Line Items] | ||||||
Contingent compensations costs | 7,326 | |||||
Contingent compensation costs paid | $ 7,326 | |||||
Cloudways Ltd. Acquisition | Earned On September 1, 2024 And March 1, 2025 | ||||||
Business Acquisition [Line Items] | ||||||
Contingent compensations costs | $ 7,326 |
Acquisitions, Goodwill and In_4
Acquisitions, Goodwill and Intangible Assets - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jul. 05, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities assumed: | |||
Goodwill recorded in acquisition | $ 348,322 | $ 348,322 | |
Paperspace Co. Acquisition | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 100,399 | ||
Tangible assets acquired: | |||
Cash and cash equivalents | 1,376 | ||
Accounts receivable | 1,042 | ||
Prepaid expenses and other current assets | 193 | ||
Property and equipment, net | 4,515 | ||
Operating right-of-use asset, net | 4,398 | ||
Finance lease right-of-use asset, net | 11,958 | ||
Other assets | 367 | ||
Intangible assets | 37,690 | ||
Liabilities assumed: | |||
Accounts payable and accrued expenses | (1,445) | ||
Deferred revenue | (105) | ||
Operating lease liabilities, current | (1,475) | ||
Operating lease liabilities, non-current | (2,923) | ||
Finance lease liabilities, current | (5,707) | ||
Finance lease liabilities, non-current | (6,251) | ||
Deferred tax liabilities | (1,074) | ||
Total identifiable net assets acquired | 42,559 | ||
Goodwill recorded in acquisition | 57,840 | ||
Total purchase price allocation | $ 100,399 |
Acquisitions, Goodwill and In_5
Acquisitions, Goodwill and Intangible Assets - Intangible Assets (Details) - Paperspace Co. Acquisition $ in Thousands | Jul. 05, 2023 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 37,690 |
Trademark/Trade Name | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 300 |
Weighted Average Useful Life (years) | 1 year |
Developed Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 24,120 |
Weighted Average Useful Life (years) | 5 years |
Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Estimated Fair Value | $ 13,270 |
Weighted Average Useful Life (years) | 5 years |
Acquisitions, Goodwill and In_6
Acquisitions, Goodwill and Intangible Assets - Pro Forma (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Paperspace Co. Acquisition | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Net loss | $ 21,200 |
Marketable Securities - Summary
Marketable Securities - Summary of Securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 94,544 |
Gross Unrealized Gains | 6 |
Gross Unrealized Losses | (18) |
Fair Value | 94,532 |
U.S. treasury securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 69,456 |
Gross Unrealized Gains | 6 |
Gross Unrealized Losses | (6) |
Fair Value | 69,456 |
Commercial paper | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 25,088 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (12) |
Fair Value | $ 25,076 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||
Interest income | $ 5,274 | $ 7,670 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | $ 94,532 | |
Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | $ 419,063 | 317,236 |
Marketable securities: | 94,532 | |
Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 419,063 | 317,236 |
Marketable securities: | 69,456 | |
Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 0 | 0 |
Marketable securities: | 25,076 | |
Cash | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 44,301 | 54,871 |
Cash | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 44,301 | 54,871 |
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: | 374,762 | 262,365 |
Money market funds | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | 374,762 | 262,365 |
Money market funds | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents: | $ 0 | 0 |
U.S. treasury securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 69,456 | |
U.S. treasury securities | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 69,456 | |
U.S. treasury securities | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 69,456 | |
U.S. treasury securities | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 0 | |
Commercial paper | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 25,076 | |
Commercial paper | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 25,076 | |
Commercial paper | Level I | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | 0 | |
Commercial paper | Level II | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Marketable securities: | $ 25,076 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 30, 2021 |
Convertible Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Unamortized discount and debt issuance costs | $ 20,313 | $ 22,202 | |
Convertible Senior Notes Due 2026 | Senior Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Interest rate | 0% |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible Notes Measurement (Details) - Convertible Notes - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible Notes | $ 1,479,687 | $ 1,477,798 |
Fair Value, Recurring | Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible Notes | $ 1,261,500 | $ 1,235,625 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 778,619 | $ 762,053 |
Less: accumulated depreciation | (381,457) | (387,083) |
Less: accumulated amortization | (75,110) | (69,526) |
Property and equipment, net | 322,052 | 305,444 |
Computers and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 671,694 | 657,505 |
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 | 86,360 | 84,279 |
Equipment under finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 12,234 | $ 11,938 |
Balance Sheet Details - Narrati
Balance Sheet Details - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $ 24,638 | $ 22,372 |
Capitalized computer software | 2,072 | 2,199 |
Amortization expense related to internal-use software | 1,514 | 2,750 |
Impairment loss | $ 0 | $ 553 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2021 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Interest and amortization of deferred financing fees | $ 2,304 | $ 2,189 | ||
Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Commitment fees on unused balance | 126 | 125 | ||
Amortization | $ 105 | 105 | ||
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 | |||
Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 150,000 | $ 250,000 | ||
Credit Facility | Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.20% | |||
Credit Facility | Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Commitment fee percentage | 0.30% | |||
Credit Facility | Line of Credit | SOFR | Variable Rate Component One | Minimum | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 1.25% | |||
Credit Facility | Line of Credit | SOFR | Variable Rate Component One | Maximum | ||||
Debt Instrument [Line Items] | ||||
Variable rate | 2% | |||
Convertible Senior Notes Due 2026 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | 1,500,000 | |||
Interest and amortization of deferred financing fees | $ 1,888 | $ 1,879 | ||
Convertible Senior Notes Due 2026 | Senior Notes | Underwriters' Option | ||||
Debt Instrument [Line Items] | ||||
Consideration received | $ 200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Dec. 14, 2023 claim | Mar. 31, 2024 USD ($) | Feb. 07, 2024 claim | Jan. 12, 2024 claim | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||||
Letters of credit outstanding, amount | $ | $ 1,747 | $ 1,747 | |||
Stockholder Derivative Litigation | Pending Litigation | |||||
Loss Contingencies [Line Items] | |||||
Number of claims filed | 2 | ||||
Number of claims consolidated | 2 | ||||
Stockholder Derivative Litigation | Voluntarily Dismissed Without Prejudice | |||||
Loss Contingencies [Line Items] | |||||
Number of claims voluntarily dismissed without prejudice | 2 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) - 2024 Share Buyback Program - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Feb. 20, 2024 | |
Class of Stock [Line Items] | ||
Stock repurchase program, authorized amount | $ 140,000,000 | |
Repurchase and retirement of common stock (in shares) | 200,258,000 | |
Repurchase and retirement of common stock | $ 7,795,000 | |
Share repurchase program, excise tax | 78,000 | |
Remaining authorized purchase amount | $ 132,205,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||||||
Feb. 21, 2024 | Feb. 12, 2024 USD ($) trading_day shares | Jun. 10, 2021 trading_day installment | Mar. 31, 2021 | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | Apr. 11, 2024 shares | Nov. 21, 2023 purchase_period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, exercised in period, intrinsic value | $ 24,426,000 | $ 21,037,000 | ||||||
Options, granted, number (in shares) | shares | 0 | 0 | ||||||
Stock options, granted in period, aggregate estimated fair value | $ 2,020,000 | $ 3,836,000 | ||||||
Share-based payment arrangement, expense | $ 22,877,000 | 31,531,000 | ||||||
Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, expiration period | 10 years | |||||||
Stock options, vesting period | 4 years | |||||||
Stock options, unrecognized stock-based compensation expense | $ 3,384,000 | |||||||
Unrecognized stock-based compensation expense, average recognition period | 7 months 17 days | |||||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options, vesting period | 4 years | |||||||
Unrecognized stock-based compensation expense | $ 174,375,000 | |||||||
Unrecognized stock-based compensation expense, average recognition period | 2 years 11 months 19 days | |||||||
PRSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ 608,000 | |||||||
Unrecognized stock-based compensation expense, average recognition period | 2 years | |||||||
Number of quarterly installments | installment | 8 | |||||||
Percentage of target award (in percent) | 38.50% | |||||||
Adjusted by performance factor | shares | (305,948) | |||||||
Maximum shares achievable, excluding forfeitures (in shares) | shares | 378,882 | |||||||
PRSUs | Subsequent Event | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of awards based on revenue targets | 75% | |||||||
Percentage of awards based on adjusted free cash flow margin targets | 25% | |||||||
Number of total target shares (in shares) | shares | 84,472 | |||||||
PRSUs | Tranche 1 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 33.33% | |||||||
PRSUs | Tranche 2 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 33.33% | |||||||
PRSUs | Tranche 3 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 33.33% | |||||||
PRSUs | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 0% | |||||||
PRSUs | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 200% | |||||||
Number of trading days | trading_day | 2 | |||||||
MRSUs | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ 7,720,000 | |||||||
Maximum shares achievable, excluding forfeitures (in shares) | shares | 289,767 | |||||||
Number of total target shares (in shares) | shares | 193,178 | |||||||
Grant date fair value | $ 8,000,000 | |||||||
Award performance period | 5 years | |||||||
Award performance period, number of trading days | trading_day | 60 | |||||||
MRSUs | Former Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ 0 | |||||||
Forfeited and cancelled (in shares) | shares | 3,000,000 | |||||||
MRSUs | Tranche 1, If Three Year Stock Price Targets Achieved | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 50% | |||||||
MRSUs | Tranche 2, If Three Year Stock Price Targets Achieved | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 50% | |||||||
2021 Employee Stock Purchase Plan | Employee Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Purchase price of common stock, percent | 85% | |||||||
2023 Offering | Employee Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of purchase periods | purchase_period | 2 | |||||||
2022 Employee Stock Purchase Plan | Employee Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based payment arrangement, expense | $ 463,000 | $ 625,000 | ||||||
Share-based award, amount withheld for employees | $ 1,633,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Options Outstanding | ||
Number of options outstanding at the beginning of the period (in shares) | 3,289,019 | |
Exercised (in shares) | (823,221) | |
Forfeited or cancelled (in shares) | (16,712) | |
Number of options outstanding at the end of the period (in shares) | 2,449,086 | 3,289,019 |
Vested and exercisable at end of period (in shares) | 2,256,650 | |
Vested and unvested expected to vest at end of period (in shares) | 2,439,890 | |
Weighted-Average Exercise Price | ||
Weighted-average exercise price outstanding at beginning of period (in dollars per share) | $ 9.43 | |
Exercised (in dollars per share) | 6.93 | |
Forfeited or cancelled (in dollars per share) | 18.22 | |
Weighted-average exercise price outstanding at end of period (in dollars per share) | 10.18 | $ 9.43 |
Vested and exercisable at end of period (in dollars per share) | 9.60 | |
Vested and unvested expected to vest at end of period (in dollars per share) | $ 10.15 | |
Weighted-Average Remaining Life in Years | ||
Weighted average remaining life (in years) | 4 years 10 months 6 days | 4 years 2 months 1 day |
Vested and exercisable at end of period (in years) | 4 years 8 months 12 days | |
Vested and unvested expected to vest at end of period (in years) | 4 years 10 months 2 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value at beginning of period | $ 89,671 | |
Aggregate intrinsic value at end of period | 68,577 | $ 89,671 |
Vested and exercisable at March 31, 2024 | 64,502 | |
Vested and unvested expected to vest at March 31, 2024 | $ 68,388 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of RSU & PRSU Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
RSUs | |
Shares | |
Unvested balance at beginning of period (in shares) | shares | 6,308,499 |
Granted (in shares) | shares | 1,432,970 |
Vested (in shares) | shares | (501,216) |
Forfeited or cancelled (in shares) | shares | (585,633) |
Unvested balance at end of period (in shares) | shares | 6,654,620 |
Vested and expected to vest (in shares) | shares | 5,177,654 |
Weighted-Average Fair Value | |
Unvested balance at beginning of period (in dollars per share) | $ / shares | $ 36.07 |
Granted (in dollars per share) | $ / shares | 38.86 |
Vested (in dollars per share) | $ / shares | 37.81 |
Forfeited or cancelled (in dollars per share) | $ / shares | 37.49 |
Unvested balance at end of period (in dollars per share) | $ / shares | 36.40 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 36.53 |
PRSUs | |
Shares | |
Unvested balance at beginning of period (in shares) | shares | 537,715 |
Vested (in shares) | shares | (84,311) |
Forfeited or cancelled (in shares) | shares | (98,833) |
Adjusted by performance factor (in shares) | shares | 305,948 |
Unvested balance at end of period (in shares) | shares | 48,623 |
Weighted-Average Fair Value | |
Unvested balance at beginning of period (in dollars per share) | $ / shares | $ 35.25 |
Vested (in dollars per share) | $ / shares | 54.07 |
Forfeited or cancelled (in dollars per share) | $ / shares | 31.75 |
Adjusted for performance factor (in dollars per share) | $ / shares | 31.75 |
Unvested balance at end of period (in dollars per share) | $ / shares | $ 31.75 |
Stock-Based Compensation - MRSU
Stock-Based Compensation - MRSUs Share-Based Payment Arrangements and Price Targets (Details) - MRSUs - Chief Executive Officer | Feb. 12, 2024 $ / shares |
Tranche 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Target (in dollars per share) | $ 65 |
Total Payout | 25% |
Tranche 2 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Target (in dollars per share) | $ 100 |
Total Payout | 50% |
Tranche 3 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Target (in dollars per share) | $ 135 |
Total Payout | 100% |
Tranche 4 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Company Stock Price Target (in dollars per share) | $ 170 |
Total Payout | 150% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 22,877 | $ 31,531 |
Cost of revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 522 | 392 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 9,386 | 9,590 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 3,781 | 3,332 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 9,188 | 14,280 |
Restructuring and other charges | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 0 | $ 3,937 |
Net Income (Loss) per Share A_3
Net Income (Loss) per Share Attributable to Common Stockholders - Schedule of Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income (loss) attributable to common stockholders | $ 14,139 | $ (16,370) |
Weighted average shares used to compute net income (loss) per share (in shares) | 90,794,000 | 95,565,000 |
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.16 | $ (0.17) |
Diluted net income (loss) per share: | ||
Number of shares used in basic calculation (in shares) | 90,794,000 | 95,565,000 |
Diluted (in shares) | 93,787,000 | 95,565,000 |
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.15 | $ (0.17) |
Stock Options | ||
Diluted net income (loss) per share: | ||
Diluted (in shares) | 1,931,000 | 0 |
RSUs | ||
Diluted net income (loss) per share: | ||
Diluted (in shares) | 979,000 | 0 |
PRSUs | ||
Diluted net income (loss) per share: | ||
Diluted (in shares) | 83,000 | 0 |
Net Income (Loss) per Share A_4
Net Income (Loss) per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 10,428,000 | 9,920,000 |
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) | 16,000 | 46,000 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 2,009,000 | 1,456,000 |
PRSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of loss per share, amount (in shares) | 0 | 15,000 |
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) | 8,403,000 | 8,403,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 116 | $ (11,481) |
Effective income tax rate | 0.80% | 41.20% |