Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 03, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-39039 | |
Entity Registrant Name | Cloudflare, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0805829 | |
Entity Address, Address Line One | 101 Townsend Street | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94107 | |
City Area Code | 888 | |
Local Phone Number | 993-5273 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | NET | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001477333 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 233,914,041 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 73,386,945 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 111,959 | $ 138,976 |
Available-for-sale securities | 939,338 | 497,972 |
Accounts receivable, net | 48,783 | 33,867 |
Contract assets | 2,086 | 2,063 |
Restricted cash short-term | 2,187 | 0 |
Prepaid expenses and other current assets | 23,026 | 16,994 |
Total current assets | 1,127,379 | 689,872 |
Property and equipment, net | 122,423 | 101,466 |
Goodwill | 17,167 | 4,083 |
Acquired intangible assets, net | 3,500 | 31 |
Operating lease right-of-use assets | 45,106 | 0 |
Deferred contract acquisition costs, noncurrent | 37,714 | 25,184 |
Restricted cash | 6,660 | 6,660 |
Other noncurrent assets | 11,276 | 3,528 |
Total assets | 1,371,225 | 830,824 |
Current liabilities: | ||
Accounts payable | 16,995 | 11,463 |
Accrued expenses and other current liabilities | 38,630 | 28,314 |
Operating lease liabilities | 17,265 | 0 |
Liability for early exercise of unvested stock options | 9,679 | 13,263 |
Deferred revenue | 48,435 | 30,843 |
Total current liabilities | 131,004 | 83,883 |
Convertible senior notes, net | 374,511 | 0 |
Build-to-suit lease financing obligation | 0 | 10,506 |
Operating lease liabilities, noncurrent | 29,675 | 0 |
Deferred revenue, noncurrent | 1,637 | 804 |
Other noncurrent liabilities | 7,951 | 9,803 |
Total liabilities | 544,778 | 104,996 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Equity: | ||
Additional paid-in capital | 1,212,074 | 1,027,179 |
Accumulated deficit | (386,499) | (301,706) |
Accumulated other comprehensive income | 570 | 61 |
Total stockholders’ equity | 826,447 | 725,828 |
Total liabilities and stockholders’ equity | 1,371,225 | 830,824 |
Class A common stock | ||
Stockholders’ Equity: | ||
Common stock | 233 | 87 |
Class B common stock | ||
Stockholders’ Equity: | ||
Common stock | $ 69 | $ 207 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Class A common stock | ||
Stockholders’ Equity: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 2,250,000,000 | 2,250,000,000 |
Common stock, shares issued (in shares) | 233,509,363 | 87,071,783 |
Common stock, shares outstanding (in shares) | 233,509,363 | 87,071,783 |
Class B common stock | ||
Stockholders’ Equity: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 315,000,000 | 315,000,000 |
Common stock, shares issued (in shares) | 73,520,225 | 213,101,364 |
Common stock, shares outstanding (in shares) | 73,520,225 | 213,101,364 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 114,162 | $ 73,941 | $ 305,133 | $ 203,092 |
Cost of revenue | 27,005 | 16,033 | 71,990 | 45,225 |
Gross profit | 87,157 | 57,908 | 233,143 | 157,867 |
Operating expenses: | ||||
Sales and marketing | 55,982 | 45,538 | 154,323 | 112,191 |
Research and development | 30,902 | 27,863 | 92,387 | 64,380 |
General and administrative | 21,525 | 25,593 | 68,460 | 59,300 |
Total operating expenses | 108,409 | 98,994 | 315,170 | 235,871 |
Loss from operations | (21,252) | (41,086) | (82,027) | (78,004) |
Non-operating income (expense): | ||||
Interest income | 1,316 | 1,079 | 5,742 | 2,822 |
Interest expense | (9,828) | (407) | (14,902) | (970) |
Other income (expense), net | (208) | (651) | 58 | (1,030) |
Total non-operating income (expense), net | (8,720) | 21 | (9,102) | 822 |
Loss before income taxes | (29,972) | (41,065) | (91,129) | (77,182) |
Provision for (benefit from) income taxes | (3,504) | (212) | (5,780) | 491 |
Net loss | $ (26,468) | $ (40,853) | $ (85,349) | $ (77,673) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.09) | $ (0.35) | $ (0.29) | $ (0.81) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 301,689 | 118,056 | 298,628 | 96,393 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (26,468) | $ (40,853) | $ (85,349) | $ (77,673) |
Other comprehensive income (loss): | ||||
Change in unrealized gain (loss) on investments, net of tax | (654) | 7 | 509 | 130 |
Other comprehensive income (loss) | (654) | 7 | 509 | 130 |
Comprehensive loss | $ (27,122) | $ (40,846) | $ (84,840) | $ (77,543) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Conversion of Class B to Class A common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income (loss) | Redeemable convertible preferred stock | Class A common stock | Class A common stockCommon stock | Class A common stockCommon stockConversion of Class B to Class A common stock | Class B common stock | Class B common stockCommon stock | Class B common stockCommon stockConversion of Class B to Class A common stock |
Beginning balance (in shares) at Dec. 31, 2018 | 165,658,000 | |||||||||||
Beginning balance at Dec. 31, 2018 | $ 331,521 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | (165,658,000) | |||||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial offering | $ (331,521) | |||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 0 | |||||||||||
Ending balance at Sep. 30, 2019 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 91,542,000 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ (113,505) | $ 82,345 | $ (195,878) | $ (57) | $ 0 | $ 85 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs (in shares) | 40,250,000 | |||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 565,041 | 565,001 | $ 40 | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 31,381,000 | 134,277,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial offering | 331,521 | 331,355 | $ 31 | $ 135 | ||||||||
Conversion of redeemable convertible preferred stock warrants into common stock warrants and issuance of common stock upon net exercise of common stock warrants (in shares) | 174,000 | |||||||||||
Conversion of redeemable convertible preferred stock warrants into common stock warrants and issuance of common stock upon net exercise of common stock warrants | 3,135 | 3,135 | ||||||||||
Issuance of common stock in connection with acquisition (in shares) | 7,000 | |||||||||||
Issuance of common stock in connection with acquisition | 18 | 18 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 9,000 | 1,689,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 2,902 | 2,899 | $ 1 | $ 2 | ||||||||
Repurchases of unvested common stock (in shares) | (73,000) | |||||||||||
Issuance of common stock related to early exercised stock options (in shares) | 891,000 | |||||||||||
Vesting of shares issued upon early exercise of stock options | 2,389 | 2,389 | ||||||||||
Conversion of Class B to Class A common stock (in shares) | (15,199,000) | (15,199,000) | ||||||||||
Conversion of Class B to Class A common stock | $ 0 | $ 15 | $ (15) | |||||||||
Stock-based compensation | 26,440 | 26,440 | ||||||||||
Net loss | (77,673) | (77,673) | $ (3,588) | $ (74,085) | ||||||||
Other comprehensive income (loss) | 130 | 130 | ||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 86,839,000 | 213,308,000 | ||||||||||
Ending balance at Sep. 30, 2019 | 740,398 | 1,013,582 | (273,551) | 73 | $ 87 | $ 207 | ||||||
Beginning balance (in shares) at Dec. 31, 2018 | 165,658,000 | |||||||||||
Beginning balance at Dec. 31, 2018 | $ 331,521 | |||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | |||||||||||
Ending balance at Dec. 31, 2019 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 0 | 91,542,000 | ||||||||||
Beginning balance at Dec. 31, 2018 | (113,505) | 82,345 | (195,878) | (57) | $ 0 | $ 85 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Conversion of redeemable convertible preferred stock warrants into common stock warrants and issuance of common stock upon net exercise of common stock warrants (in shares) | 174,347 | |||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 87,071,783 | 87,072,000 | 213,101,364 | 213,101,000 | ||||||||
Ending balance at Dec. 31, 2019 | 725,828 | 1,027,179 | (301,706) | 61 | $ 87 | $ 207 | ||||||
Beginning balance (in shares) at Jun. 30, 2019 | 165,658,000 | |||||||||||
Beginning balance at Jun. 30, 2019 | $ 331,521 | |||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | (165,658,000) | |||||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial offering | $ (331,521) | |||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 0 | |||||||||||
Ending balance at Sep. 30, 2019 | $ 0 | |||||||||||
Beginning balance (in shares) at Jun. 30, 2019 | 0 | 92,686,000 | ||||||||||
Beginning balance at Jun. 30, 2019 | (145,435) | 87,111 | (232,698) | 66 | $ 0 | $ 86 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs (in shares) | 40,250,000 | |||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and issuance costs | 565,041 | 565,001 | $ 40 | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 31,381,000 | 134,277,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial offering | 331,521 | 331,355 | $ 31 | $ 135 | ||||||||
Conversion of redeemable convertible preferred stock warrants into common stock warrants and issuance of common stock upon net exercise of common stock warrants (in shares) | 174,000 | |||||||||||
Conversion of redeemable convertible preferred stock warrants into common stock warrants and issuance of common stock upon net exercise of common stock warrants | 3,135 | 3,135 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 9,000 | 1,108,000 | ||||||||||
Issuance of common stock upon exercise of stock options | 1,835 | 1,833 | 0 | $ 1 | $ 1 | |||||||
Repurchases of unvested common stock (in shares) | (33,000) | |||||||||||
Issuance of common stock related to early exercised stock options (in shares) | 295,000 | |||||||||||
Vesting of shares issued upon early exercise of stock options | 951 | 951 | ||||||||||
Conversion of Class B to Class A common stock (in shares) | (15,199,000) | (15,199,000) | ||||||||||
Conversion of Class B to Class A common stock | 0 | $ 15 | $ (15) | |||||||||
Stock-based compensation | 24,196 | 24,196 | ||||||||||
Net loss | (40,853) | (40,853) | $ (4,573) | $ (36,280) | ||||||||
Other comprehensive income (loss) | 7 | 7 | ||||||||||
Ending balance (in shares) at Sep. 30, 2019 | 86,839,000 | 213,308,000 | ||||||||||
Ending balance at Sep. 30, 2019 | 740,398 | 1,013,582 | (273,551) | 73 | $ 87 | $ 207 | ||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | |||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | |||||||||||
Ending balance at Sep. 30, 2020 | $ 0 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 87,071,783 | 87,072,000 | 213,101,364 | 213,101,000 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 725,828 | 1,027,179 | (301,706) | 61 | $ 87 | $ 207 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock in connection with acquisition (in shares) | 948,000 | 107,000 | ||||||||||
Issuance of common stock in connection with acquisition | $ 1,821 | 1,821 | ||||||||||
Issuance of unvested restricted stock in connection with acquisition (in shares) | 841,000 | |||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,587,000 | 3,509,000 | ||||||||||
Issuance of common stock upon exercise of stock options | $ 5,725 | 5,721 | $ 4 | |||||||||
Repurchases of unvested common stock (in shares) | (39,000) | 0 | ||||||||||
Issuance of common stock related to early exercised stock options (in shares) | 78,000 | |||||||||||
Vesting of shares issued upon early exercise of stock options | 3,651 | 3,649 | $ 2 | |||||||||
Issuance of common stock related to settlement of RSUs (in shares) | 279,000 | 2,094,000 | ||||||||||
Issuance of common stock related to settlement of RSUs | 0 | (2) | $ 2 | |||||||||
Tax withholding on RSU settlement (in shares) | (11,000) | (410,000) | ||||||||||
Tax withholding on RSU settlement | (7,606) | (7,606) | ||||||||||
Conversion of Class B to Class A common stock (in shares) | (144,852,000) | (144,852,000) | ||||||||||
Conversion of Class B to Class A common stock | 0 | $ 146 | $ (146) | |||||||||
Equity component of convertible senior notes, net of issuance costs | 200,812 | 200,812 | ||||||||||
Purchases of capped calls related to convertible senior notes | (67,333) | (67,333) | ||||||||||
Common stock issued under employee stock purchase plan (in shares) | 421,000 | |||||||||||
Common stock issued under employee stock purchase plan | 5,447 | 5,447 | ||||||||||
Tax withholding on common stock issued under employee stock purchase plan (in shares) | (13,000) | |||||||||||
Tax withholding on common stock issued under employee stock purchase plan | (376) | (376) | ||||||||||
Stock-based compensation | 42,762 | 42,762 | ||||||||||
Net loss | (85,349) | (85,349) | $ (45,059) | $ (40,290) | ||||||||
Other comprehensive income (loss) | 509 | 509 | ||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 233,509,363 | 233,509,000 | 73,520,225 | 73,520,000 | ||||||||
Ending balance at Sep. 30, 2020 | 826,447 | 1,212,074 | (386,499) | 570 | $ 233 | $ 69 | ||||||
Beginning balance (in shares) at Jun. 30, 2020 | 0 | |||||||||||
Beginning balance at Jun. 30, 2020 | $ 0 | |||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | |||||||||||
Ending balance at Sep. 30, 2020 | $ 0 | |||||||||||
Beginning balance (in shares) at Jun. 30, 2020 | 184,900,000 | 120,524,000 | ||||||||||
Beginning balance at Jun. 30, 2020 | 835,618 | 1,194,125 | (360,031) | 1,224 | $ 184 | $ 116 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 927,000 | |||||||||||
Issuance of common stock upon exercise of stock options | 1,390 | 1,388 | $ 2 | |||||||||
Repurchases of unvested common stock (in shares) | (2,000) | |||||||||||
Issuance of common stock related to early exercised stock options (in shares) | 42,000 | |||||||||||
Vesting of shares issued upon early exercise of stock options | 1,140 | 1,140 | $ 0 | |||||||||
Issuance of common stock related to settlement of RSUs (in shares) | 197,000 | 449,000 | ||||||||||
Issuance of common stock related to settlement of RSUs | (1) | (1) | $ 0 | |||||||||
Tax withholding on RSU settlement (in shares) | (8,000) | |||||||||||
Tax withholding on RSU settlement | (299) | (299) | ||||||||||
Conversion of Class B to Class A common stock (in shares) | (48,414,000) | (48,414,000) | ||||||||||
Conversion of Class B to Class A common stock | $ 0 | $ 49 | $ (49) | |||||||||
Stock-based compensation | 15,721 | 15,721 | ||||||||||
Net loss | (26,468) | (26,468) | $ (18,119) | $ (8,349) | ||||||||
Other comprehensive income (loss) | (654) | (654) | ||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 233,509,363 | 233,509,000 | 73,520,225 | 73,520,000 | ||||||||
Ending balance at Sep. 30, 2020 | $ 826,447 | $ 1,212,074 | $ (386,499) | $ 570 | $ 233 | $ 69 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows From Operating Activities | ||
Net loss | $ (85,349) | $ (77,673) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization expense | 35,029 | 20,923 |
Non-cash operating lease costs | 14,134 | 0 |
Amortization of deferred contract acquisition costs | 12,085 | 7,722 |
Stock-based compensation expense | 40,091 | 25,012 |
Amortization of debt discount and issuance costs | 12,865 | 0 |
Net accretion of discounts and amortization of premiums on available-for-sale securities | 248 | (1,137) |
Deferred income taxes | (6,808) | 0 |
Provision for bad debt | 2,794 | 861 |
Change in fair value of redeemable convertible preferred stock warrant liability | 0 | 1,517 |
Other | (73) | 27 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable, net | (17,710) | (7,911) |
Contract assets | (23) | 82 |
Deferred contract acquisition costs | (24,615) | (12,923) |
Prepaid expenses and other current assets | (6,131) | (7,525) |
Other noncurrent assets | (930) | (1,686) |
Accounts payable | 4,648 | (994) |
Accrued expenses and other current liabilities | 8,545 | 5,652 |
Operating lease liabilities | (15,131) | 0 |
Deferred revenue | 18,425 | 13,614 |
Other noncurrent liabilities | (410) | 4,096 |
Net cash used in operating activities | (8,316) | (30,343) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (45,962) | (30,981) |
Capitalized internal-use software | (14,333) | (11,332) |
Cash paid for acquisitions, net of cash acquired | (13,691) | 0 |
Purchases of available-for-sale securities | (956,147) | (157,075) |
Sales of available-for-sale securities | 0 | 1,978 |
Maturities of available-for-sale securities | 515,044 | 132,398 |
Other investing activities | 395 | 30 |
Net cash used in investing activities | (514,694) | (64,982) |
Cash Flows From Financing Activities | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 0 | 570,544 |
Gross proceeds from issuance of convertible senior notes | 575,000 | 0 |
Purchases of capped calls related to convertible senior notes | (67,333) | 0 |
Cash paid for issuance costs on convertible senior notes | (12,542) | 0 |
Proceeds from the exercise of stock options | 5,724 | 2,899 |
Proceeds from the early exercise of stock options | 180 | 2,871 |
Repurchases of unvested common stock | (113) | (155) |
Payments on note payable | (200) | (218) |
Proceeds from the issuance of common stock for employee stock purchase plan | 5,447 | 0 |
Proceeds from build-to-suit lease financing obligation drawdown | 0 | 58 |
Payments of deferred offering costs | 0 | (3,734) |
Net cash provided by financing activities | 498,180 | 572,265 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (24,830) | 476,940 |
Cash, cash equivalents, and restricted cash, beginning of period | 145,636 | 31,426 |
Cash, cash equivalents, and restricted cash, end of period | 120,806 | 508,366 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 34 | 573 |
Cash paid for income taxes, net of refunds | 623 | 1,013 |
Cash paid for operating lease liabilities | 15,256 | 0 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Stock-based compensation capitalized for software development | 2,560 | 1,428 |
Accounts payable and accrued expenses related to property and equipment additions | 4,076 | 1,291 |
Vesting of early exercised stock options | 3,651 | 2,389 |
Deferred offering costs, accrued but not paid | 0 | 1,770 |
Indemnity holdback consideration associated with business combinations | 2,187 | 0 |
Issuance of common stock related to an acquisition | 1,821 | 0 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 7,975 | 0 |
Derecognition of build-to-suit lease | 9,886 | 0 |
Conversion of redeemable convertible preferred stock to common stock | 0 | 331,521 |
Conversion of redeemable convertible preferred stock warrant liability reclassified to additional paid-in capital | 0 | 3,135 |
Restricted Stock Units (RSUs) | ||
Cash Flows From Financing Activities | ||
Payment of tax withholding obligation | (7,607) | 0 |
Shares issuable pursuant to the ESPP | ||
Cash Flows From Financing Activities | ||
Payment of tax withholding obligation | $ (376) | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Organization and Description of Business Cloudflare, Inc. (the Company, Cloudflare, we, us, or our) has built a global cloud platform that delivers a broad range of network services to businesses of all sizes and geographies, making them more secure, enhancing the performance of their business-critical applications, and eliminating the cost and complexity of managing individual network hardware. Cloudflare provides businesses with a scalable, easy-to-use, unified control plane to deliver security, performance, and reliability across their on-premise, hybrid, cloud, and software-as-a-service (SaaS) applications. The Company was incorporated in Delaware in July 2009. The Company is headquartered in San Francisco, California. Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States (U.S. GAAP) and applicable regulations of the Securities and Exchange Commission (the SEC) regarding interim financial reporting, and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable required disclosures and regulations of the SEC. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 . Initial Public Offering In September 2019, the Company completed an Initial Public Offering (IPO) in which it issued and sold 40,250,000 shares of Class A common stock, which included 5,250,000 shares sold pursuant to the exercise by the underwriters of an option to purchase additional shares, at the public offering price of $15.00 per share. The Company received net proceeds of $565.0 million from sales of its shares in the IPO, after deducting underwriting discounts and commissions and offering costs. Upon completion of the IPO, 31,381,152 shares of redeemable convertible preferred stock were automatically converted into an equal number of shares of Class A common stock, 134,276,690 shares of redeemable convertible preferred stock were automatically converted into an equal number of shares of Class B common stock, outstanding warrants to purchase shares of redeemable convertible preferred stock were automatically converted into outstanding warrants to purchase shares of Class B common stock, and 15,198,587 shares of Class B common stock held by former employees were automatically converted into an equal number of shares of Class A common stock. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated balance sheet as of September 30, 2020, the condensed consolidated statements of operations and of comprehensive loss for the three and nine months ended September 30, 2020 and 2019, the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019, the condensed consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three and nine months ended September 30, 2020 and 2019, and the related footnote disclosures are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim condensed consolidated financial statements include all adjustments necessary to state fairly the Company’s financial position as of September 30, 2020, its results of operations for the three and nine months ended September 30, 2020 and 2019, and its cash flows for the nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results expected for the full year ending December 31, 2020 or any future period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 . Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements. Such estimates include, but are not limited to, allowance for doubtful accounts, deferred contract acquisitions costs, the period of benefit generated from the Company’s deferred contract acquisition costs, the capitalization and estimated useful life of internal-use software, the assessment of recoverability of intangible assets and their estimated useful lives, useful lives of property and equipment, liability and equity allocation of convertible senior notes, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation and recognition of stock-based compensation expense, uncertain tax positions, and the recognition and measurement of current and deferred income tax assets and liabilities. Management bases these estimates and assumptions on historical experience and on various other assumptions that management believes to be reasonable. Due to the COVID-19 pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of November 10, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates and assumptions may change in the future, however, as new events occur and additional information is obtained . Actual results could differ materially from these estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Significant Accounting Policies The Company's significant accounting policies are discussed in the "Notes to Consolidated Financial Statements, Note 2. Summary of Significant Accounting Policies" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. There have been no significant changes to these policies that have had a material impact on the Company's condensed consolidated financial statements and related notes, except as noted below. Operating Leases The Company enters into operating lease arrangements for real estate assets related to office space and for co-location assets related to space and equipment located in co-location facilities. The Company determines if an arrangement contains a lease at its inception by assessing whether there is an identified asset and whether the arrangement conveys the right to control the use of the identified asset in exchange for consideration. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, noncurrent in the Company's condensed consolidated balance sheets. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make payments arising from the lease. The Company's operating lease arrangements contain both lease and non-lease components. Operating lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement, less any lease incentives such as tenant improvement allowanc es. Variable lease costs, such as lease payments that depend on an index or a rate, are expensed as incurred and not included within the calculation of right-of-use assets and lease liabilities. At inception of an arrangement, the Company allocates the consideration to the lease and non-lease components and recognizes a right-of-use asset and corresponding lease liability for each lease component. As the implicit rate of the Company's leases is not determinable, the Company uses an incremental borrowing rate (IBR) based on the information available at the lease commencement date in determining the present value of lease payments. The lease expense is recognized on a straight-line basis over the lease term. The Company generally uses the base, non-cancelable lease term when recognizing the right-of-use assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. Leases with a term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. Business Combinations The Company includes the results of operations of the businesses that the Company acquires from the date of acquisition. The fair value of the assets acquired and liabilities assumed is based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair value of the net assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates including the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. At the conclusion of the measurement period, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the condensed consolidated statements of operations. When the Company issues payments or grants of equity to selling stockholders in connection with an acquisition, the Company evaluates whether the payments or awards are compensatory. This evaluation includes whether cash payments or stock award vesting is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for the cash to be paid or stock awards to vest, the award is treated as compensation for post-acquisition services and is recognized as compensation expense. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expense in the Company’s condensed consolidated statements of operations. Convertible Senior Notes The Company accounts for its 0.75% Convertible Senior Notes due May 2025 (the Notes) as separate liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was calculated by deducting the fair value of the liability component from the total principal of the convertible notes. The excess of the principal amount of the liability component over its book value (debt discount) is amortized to interest expense over the term of the Notes. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) , and since that date, has issued several ASUs to further clarify certain aspects of ASU 2016-02 and provide entities with practical expedients that may be elected upon adoption. The Company adopted the new standard beginning January 1, 2020 using the modified retrospective approach, electing the optional transition approach of not adjusting the comparative period financial statements for the impact of adoption. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. In addition, the Company elected not to recognize lease liabilities and related right-of-use assets for leases that, at the lease commencement date, have a lease term of 12 months or less. Adoption of the new standard on January 1, 2020 resulted in the recognition of $50.0 million of operating lease right-of-use assets and $52.8 million of t otal operating lease liabilities o n the Company's condensed consolidated balance sheets. As part of the adoption, the Company also derecognized deferred rent of $2.8 million, primarily consisting of the noncurrent portion, net build-to-suit assets of $9.9 million, the build-to-suit lease financing obligation of $10.5 million, and recorded a cumulative-effect adjustment of $0.6 million to accumulated deficit as of January 1, 2020. Refer to Note 6 to these condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . This ASU changes the methodology for measuring credit losses and requires the establishment of an allowance for estimated credit losses on financial assets, including trade and other receivables, at each reporting date. The Company adopted ASU 2016-13 effective January 1, 2020, noting no material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (ASC 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement . This guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. For public business entities, it is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted, including adoption in any interim period, for all entities. The Company adopted ASU 2018-15 effective January 1, 2020, noting no material impact on the Company’s condensed consolidated financial statements. In November 2019, the FASB issued ASU 2019-10 , Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This ASU revises, and staggers, the effective dates for various major updates that have been issued since 2014 to alleviate the burden on both larger public companies as well as private companies, smaller public companies, not-for-profit organizations, and employee benefit plans. The Company adopted ASU 2019-10 effective January 1, 2020, noting no material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC Topic 740). This ASU simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 effective January 1, 2020, noting no material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (ASC 815-40). The FASB issued this ASU to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The Company does not have any contracts on its own equity; however, the Company does have convertible debt. This ASU removes the separation models for 1) convertible debt with a cash conversion feature and 2) convertible instruments with a beneficial conversion feature, as well as enhances the related disclosure and earnings per share guidance. Additionally, this update requires that convertible debt be recognized as a single liability measured at its amortized cost, if no bifurcation is required, and as a result, interest expense will be closer to the coupon interest rate. For public business entities, these amendments are effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. To achieve this standard, the Company applies the following five steps: 1. Identify the contract with a customer The Company considers the terms and conditions of the contracts and its customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract is approved, the Company can identify each party’s rights regarding the services to be transferred, the Company can identify the payment terms, the Company has determined that collectibility is probable, and the contract has commercial substance. The Company applies judgment in determining that collectibility is probable, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information relevant to the customer. 2. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available to the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s performance obligation primarily consists of subscription and support services, as they are provided over the same service period. 3. Determine the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Usage-based variable consideration is recognized in the period it is incurred. None of the Company’s contracts contain a significant financing component. 4. Allocate the transaction price to performance obligations in the contract The subscription and support services in the Company’s contracts are considered a single performance obligation, and thus the entire transaction price is allocated to the single performance obligation. 5. Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the service to a customer. Revenue is recognized when control of the services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for those services. The Company generates sales directly through its sales team and through its channel partners. Revenue from sales to channel partners are recorded once all revenue recognition criteria above are met. Channel partners generally receive an order from an end-customer prior to placing an order with the Company. Payment from channel partners is not contingent on the partner’s collection from end-customers. The Company has determined that it is acting as an agent in these arrangements and records this revenue on a net basis. Subscription and Support Revenue The Company generates revenue primarily from sales to its customers of subscriptions to access its platform, together with related support services. Arrangements with customers generally do not provide the customer with the right to take possession of the Company’s software operating its global cloud platform at any time. Instead, customers are granted continuous access to the Company’s global cloud platform over the contractual period. Access to the Company’s platform and products is considered a monthly series comprising one performance obligation. A time-elapsed output method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to subscription and support revenue is generally recognized on a straight-line basis over the contract term beginning on the date that the Company’s service is made available to the customer. Usage-based consideration is primarily related to fees charged for the Company’s customer’s use of excess bandwidth when accessing the Company’s platform in a given period and is recognized as revenue in the period in which the usage occurs. The typical subscription and support term for the Company’s contracted customers, which consist of customers that enter into contracts for the Company's Enterprise subscription plan (and which the Company previously referred to as enterprise customers), is one year and subscription and support term lengths range from one Variable Consideration If the Company’s services do not meet certain service level commitments, its customers are entitled to receive service credits, and in certain cases, refunds, each representing a form of variable consideration. Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of these forms of variable consideration to the extent that a significant reversal of cumulative revenue will not occur in a future period. The Company has historically not experienced any incidents that had a material impact on its consolidated financial statements. Accordingly, any estimated refunds related to these agreements in the condensed consolidated financial statements are not material during the periods presented. Usage-based consideration is primarily related to fees charged for the Company’s customer’s use of excess bandwidth when accessing the Company’s platform in a given period and is recognized as revenue in the period in which the usage occurs. Disaggregation of Revenue Subscription and support revenue is recognized over time and accounted for substantially all of the Company’s revenue for the three and nine months ended September 30, 2020 and 2019. The following table summarizes the revenue by region based on the billing address of customers who have contracted to use the Company’s global cloud platform: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Amount Percentage Amount Percentage Amount Percentage Amount Percentage United States $ 59,277 52 % $ 37,605 51 % $ 151,970 50 % $ 101,571 50 % Europe, Middle East, and Africa 27,943 25 % 17,652 24 % 76,961 25 % 48,275 24 % Asia Pacific 19,634 17 % 13,993 19 % 55,827 18 % 39,782 20 % Other 7,308 6 % 4,691 6 % 20,375 7 % 13,464 6 % Total $ 114,162 100 % $ 73,941 100 % $ 305,133 100 % $ 203,092 100 % The following table summarizes the revenue from contracts by type of customer: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Amount Percentage Amount Percentage Amount Percentage Amount Percentage Channel partners $ 12,159 11 % $ 6,554 9 % $ 31,471 10 % $ 18,413 9 % Direct customers 102,003 89 % 67,387 91 % 273,662 90 % 184,679 91 % Total $ 114,162 100 % $ 73,941 100 % $ 305,133 100 % $ 203,092 100 % Contract Balances Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. For the nine months ended September 30, 2020 and 2019, the Company recognized revenue of $30.1 million and $16.3 million, respectively, that was included in the corresponding contract liability balance at the beginning of the periods presented. The Company receives payments from customers based upon contractual billing schedules; accounts receivable are recorded when the right to consideration becomes unconditional. Standard payment terms are due upon receipt. Contract assets include amounts related to the Company’s contractual right to consideration for both completed and partially completed performance obligations that have not been invoiced. Costs to Obtain and Fulfill a Contract The Company capitalizes sales commission and associated payroll taxes paid to internal sales personnel that are incremental to the acquisition of channel partner and direct customer contracts. These costs are recorded as deferred contract acquisition costs on the condensed consolidated balance sheets. The Company determines whether costs should be deferred based on its sales compensation plans, if the commissions are in fact incremental and would not have occurred absent the customer contract. Sales commissions for renewal of a contract are not considered commensurate with the commissions paid for the acquisition of the initial contract. Commissions paid upon the initial acquisition of a contract are amortized over an estimated period of benefit of three years while commissions paid for renewal contracts are amortized over the contractual term of the renewals. Amortization of deferred contract acquisition costs is recognized on a straight-line basis commensurate with the pattern of revenue recognition and included in sales and marketing expense in the condensed consolidated statements of operations. The Company determines the period of benefit for commissions paid for the acquisition of the initial contract by taking into consideration the expected subscription term and expected renewals of its customer contracts, the duration of its relationships with its customers, customer retention data, its technology development lifecycle, and other factors. The Company periodically reviews the carrying amount of deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize any impairment losses of deferred contract acquisition costs during the periods presented. The following table summarizes the activity of the deferred contract acquisition costs: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Beginning balance $ 33,880 $ 19,482 $ 25,184 $ 15,940 Capitalization of contract acquisition costs 8,457 4,477 24,615 12,923 Amortization of deferred contract acquisition costs (4,623) (2,818) (12,085) (7,722) Ending balance $ 37,714 $ 21,141 $ 37,714 $ 21,141 Remaining Performance Obligations As of September 30, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $341.9 million. As of September 30, 2020, the Company expected to recognize 76% of its remaining performance obligations as revenue over the next 12 months and 24% of its remaining performance obligations as revenue over the next three years. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities measured at fair value are classified into the following categories: • Level I: Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities; • Level II: Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and • Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The Company's cash equivalents are comprised of highly liquid money market funds and commercial paper. The Company classifies money market funds within Level I of the fair value hierarchy because they are valued based on quoted market prices in active markets. The Company classifies its investments, which are comprised of U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds, within Level II of the fair value hierarchy because the fair value of these securities is priced by using inputs based on non-binding market consensus prices that are primarily corroborated by observable market data or quoted market prices for similar instruments. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. There were no transfers between levels during the periods presented. The following table summarizes the Company’s cash and available-for-sale securities’ amortized cost, unrealized gains (losses), and fair value by significant investment category reported as cash and cash equivalents, restricted cash, or available-for-sale securities as of September 30, 2020 and December 31, 2019. (in thousands) Reported as: September 30, 2020 Amortized Unrealized Unrealized Fair Value Cash & Available-for-sale securities Restricted Cash $ 15,100 $ — $ — $ 15,100 $ 12,913 $ — $ 2,187 Level I: Money market funds 105,706 — — 105,706 99,046 — 6,660 Level II: Corporate bonds 153,123 192 (18) 153,297 — 153,297 — U.S. treasury securities 623,532 474 (2) 624,004 — 624,004 — U.S. government agency securities 25,667 7 (7) 25,667 — 25,667 — Commercial paper 136,370 — — 136,370 — 136,370 — Subtotal 938,692 673 (27) 939,338 — 939,338 — Total assets measured at fair value on a recurring basis $ 1,059,498 $ 673 $ (27) $ 1,060,144 $ 111,959 $ 939,338 $ 8,847 (in thousands) Reported as: December 31, 2019 Amortized Unrealized Unrealized Fair Cash & Available-for-sale securities Long-term Cash $ 24,631 $ — $ — $ 24,631 $ 24,631 $ — $ — Level I: Money market funds 32,856 — — 32,856 26,196 — 6,660 Level II: Corporate bonds 84,054 22 (30) 84,046 — 84,046 — U.S. treasury securities 311,083 151 (23) 311,211 — 311,211 — U.S. government agency securities 95,380 17 — 95,397 22,549 72,848 — Commercial paper 95,467 — — 95,467 65,600 29,867 — Subtotal 585,984 190 (53) 586,121 88,149 497,972 — Total assets measured at fair value on a recurring basis $ 643,471 $ 190 $ (53) $ 643,608 $ 138,976 $ 497,972 $ 6,660 The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of September 30, 2020 and December 31, 2019. Realized gains and losses, net of tax, were not material for any of the periods presented. The amortized cost of available-for-sale investments with maturities less than one year was $910.8 million and $450.2 million as of September 30, 2020 and December 31, 2019, respectively. The amortized cost of available-for-sale investments with maturities greater than one year was $27.9 million and $47.7 million as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, net unrealized gains on investments were $0.6 million net of tax and were included in accumulated other comprehensive income on the condensed consolidated balance sheets. As of December 31, 2019, net unrealized gains on investments were $0.1 million net of tax and were included in accumulated other comprehensive income on the condensed consolidated balance sheets. The unrealized gains and losses on available-for-sale investments are related to U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds. The Company determined any unrealized losses to be temporary. Factors considered in determining whether a loss is temporary include the financial condition and near-term prospects of the investee, the extent of the loss related to the credit of the issuer, the expected cash flows from the security, the Company’s intent to sell the security, and whether or not the Company will be required to sell the security before the recovery of its amortized cost. As of September 30, 2020, the Company's investment portfolio consisted of investment grade securities with an average credit rating of AA+. The Company carries the Notes issued in May 2020 at face value less the unamortized discount and issuance costs on its condensed consolidated balance sheets and presents that fair value for disclosure purposes only. As of September 30, 2020 , the fair value of the Notes was $774.0 million. The fair value of the Notes, which are classified as Level II financial instruments, was determined based on the quoted bid prices of the Notes in an over-the-counter market on the last trading day of the reporting period. For further details on the Notes, refer to Note 7 to these condensed consolidated financial statements. The Company classifies financial instruments in Level III of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level III financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Prior to the IPO, the Company's only Level III financial instruments were its redeemable convertible preferred stock warrants. Upon the completion of the IPO, the warrant to purchase shares of Series B redeemable convertible preferred stock was converted into a warrant to purchase shares of Class B common stock. As a result, the warrant liability was remeasured and reclassified to additional paid-in capital within stockholders' equity (deficit). For further details, refer to Note 9 to these condensed consolidated financial statements. There were no material financial instruments classified as Level III of the fair value hierarchy as of September 30, 2020 and December 31, 2019. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable, Net As of September 30, 2020 and December 31, 2019, the Company’s allowance for doubtful accounts was $1.5 million and $0.5 million, respectively. Bad debt expense for the three months ended September 30, 2020 and 2019 was $0.3 million and $0.4 million, respectively and $2.8 million and $0.9 million for the nine months ended September 30, 2020 and 2019, respectively. For the three months ended September 30, 2020 and 2019, write-off of uncollectible accounts receivable was $0.4 million and $0.4 million, respectively, and $1.9 million and $0.4 million for the nine months ended September 30, 2020 and 2019, respectively. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Prepaid expenses $ 13,464 $ 10,913 Deposits 3,638 2,773 Other 5,924 3,308 Total prepaid expenses and other current assets $ 23,026 $ 16,994 Property and Equipment, Net Property and equipment, net consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Property and equipment: Servers—network infrastructure $ 114,564 $ 84,979 Buildings — 13,035 Construction in progress 13,525 8,692 Capitalized internal-use software 48,047 31,171 Office and computer equipment 18,870 13,528 Office furniture 6,736 6,124 Software 2,203 1,025 Leasehold improvements 11,472 9,870 Asset retirement obligation 429 231 Gross property and equipment 215,846 168,655 Less accumulated depreciation and amortization (93,423) (67,189) Total property and equipment, net $ 122,423 $ 101,466 In connection with the adoption of ASC 842, the Company derecognized the building asset of $13.0 million as of January 1, 2020, which was initially recorded as a result of build-to-suit lease accounting and reclassified a portion of the balance, $1.6 million, to leasehold improvements. This amount reflects the lessee-owned assets of the construction project and is being depreciated over the remaining lease term. For further details on the adoption of ASC 842, refer to Note 2 to these condensed consolidated financial statements. Depreciation and amortization expense on property and equipment for the three months ended September 30, 2020 and 2019 was $12.1 million and $7.7 million, respectively, and $32.8 million and $20.8 million for the nine months ended September 30, 2020 and 2019, respectively . This includes amortization expense for capitalized internal-use software which totaled $3.4 million and $1.8 million for the three months ended September 30, 2020 and 2019, respectively, and $8.7 million and $4.6 million fo r the nine months ended September 30, 2020 and 2019, respectively . Goodwill As of September 30, 2020 and December 31, 2019, the Company's goodwill was $17.2 million and $4.1 million, respectively. During the nine months ended September 30, 2020 , the Company recorded $13.1 million of goodwill in connection with the acquisition of S2 Systems Corporation (S2). For further detail on the acquisition, refer to Note 14 to these condensed consolidated financial statements. No goodwill impairments were recorded during the nine months ended September 30, 2020 and 2019. Acquired Intangible Assets, Net Acquired intangible assets, net consisted of the following: September 30, 2020 Gross Carrying Accumulated Net Book (in thousands) Developed technology $ 5,600 $ 2,100 $ 3,500 Total acquired intangible assets, net $ 5,600 $ 2,100 $ 3,500 December 31, 2019 Gross Carrying Accumulated Net Book (in thousands) Developed technology $ 250 $ 219 $ 31 Total acquired intangible assets, net $ 250 $ 219 $ 31 During the nine months ended September 30, 2020, the Company recorded $5.6 million of developed technology in connection with the acquisition of S2. For further details on the acquisition, refer to Note 14 to these condensed consolidated financial statements. Amortization of acquired intangible assets for the three months ended September 30, 2020 and 2019 was $0.7 million and $0.03 million, respectively, and $2.1 million and $0.09 million for the nine months ended September 30, 2020 and 2019 , respectively . As of September 30, 2020, the estimated future amortization expense of acquired intangible assets was as follows: Estimated (in thousands) Year ending December 31, 2020 (remaining three months) $ 700 2021 2,800 Total $ 3,500 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Accrued compensation and benefits $ 21,990 $ 14,970 Accrued expenses 3,650 5,331 Customer refunds and credits 1,560 3,328 Accrued co-location and bandwidth 3,979 2,696 Indemnity holdback 2,187 — Other 5,264 1,989 Total accrued expenses and other current liabilities $ 38,630 $ 28,314 Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Accrued taxes $ 6,295 $ 4,862 Deferred rent — 2,342 Other 1,656 2,599 Total other noncurrent liabilities $ 7,951 $ 9,803 In connection with the adoption of ASC 842, the Company derecognized the deferred rent as of January 1, 2020. For further details on the adoption of ASC 842, refer to Note 2 to these condensed consolidated financial statements. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company's lease portfoli o consists of real estate and co-location agreements in the U.S. and internationally. The real estate leases include leases for office space and have remaining lease terms of up to 4.3 years. Certain of these leases contain options that allow the Company to extend or terminate the lease agreement. The Company's co-location leases have remaining lease terms of up to 5.8 years. All of the Company's leases are classified as operating leases. The Company also subleases one of its leased office spaces. The sublease has a remaining lease term of 0.6 years. Sublease income, which is recorded as a reduction of rent expense was $0.7 million and $0.6 million for the three months ended September 30, 2020 and 2019, respectively, and $2.1 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively. The components of lease cost related to the Company's operating leases included in the condensed consolidated statements of operations were as follows: Three Months Ended Nine Months Ended 2020 (in thousands) Operating lease cost $ 4,802 $ 14,134 Sublease income (694) (2,111) Total lease cost $ 4,108 $ 12,023 Variable lease cost and short-term lease cost for the three and nine months ended September 30, 2020 were not material. As of September 30, 2020, the Company had $15.1 million of total undiscounted future payments under operating leases that have not yet commenced, which were not included on the condensed consolidated balance sheets. These operating leases will commence between October 2020 and October 2024 and have an average lease term of 3.2 years. As of September 30, 2020 , the weighted-average remaining term of the Company’s operating leases was 3.0 years and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 3.4%. Maturities of the operating lease liabilities as of September 30, 2020 are as follows: September 30, 2020 (in thousands) 2020 (remaining three months) $ 4,703 2021 18,440 2022 14,083 2023 7,645 2024 4,094 Thereafter 452 Total lease payments $ 49,417 Less: Imputed interest $ (2,477) Total operating lease liabilities $ 46,940 Prior to the Company's adoption of ASC 842, future minimum operating lease payments as of December 31, 2019 were as follows: December 31, 2019 (in thousands) 2020 $ 18,618 2021 16,942 2022 12,423 2023 6,410 2024 4,474 Thereafter 10,304 Total lease payments $ 69,171 The amounts above include the build-to-suit lease. Prior to the Company's adoption of ASC 842, the Company recognized rent expense on a straight-line basis over the lease period. The difference between the rent paid and the straight-line rent was recorded as deferred rent, which was included in accrued expenses and other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. Rent expense was $3.1 million and $8.5 million for the three and nine months ended September 30, 2019, respectively. |
Leases | Leases The Company's lease portfoli o consists of real estate and co-location agreements in the U.S. and internationally. The real estate leases include leases for office space and have remaining lease terms of up to 4.3 years. Certain of these leases contain options that allow the Company to extend or terminate the lease agreement. The Company's co-location leases have remaining lease terms of up to 5.8 years. All of the Company's leases are classified as operating leases. The Company also subleases one of its leased office spaces. The sublease has a remaining lease term of 0.6 years. Sublease income, which is recorded as a reduction of rent expense was $0.7 million and $0.6 million for the three months ended September 30, 2020 and 2019, respectively, and $2.1 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively. The components of lease cost related to the Company's operating leases included in the condensed consolidated statements of operations were as follows: Three Months Ended Nine Months Ended 2020 (in thousands) Operating lease cost $ 4,802 $ 14,134 Sublease income (694) (2,111) Total lease cost $ 4,108 $ 12,023 Variable lease cost and short-term lease cost for the three and nine months ended September 30, 2020 were not material. As of September 30, 2020, the Company had $15.1 million of total undiscounted future payments under operating leases that have not yet commenced, which were not included on the condensed consolidated balance sheets. These operating leases will commence between October 2020 and October 2024 and have an average lease term of 3.2 years. As of September 30, 2020 , the weighted-average remaining term of the Company’s operating leases was 3.0 years and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 3.4%. Maturities of the operating lease liabilities as of September 30, 2020 are as follows: September 30, 2020 (in thousands) 2020 (remaining three months) $ 4,703 2021 18,440 2022 14,083 2023 7,645 2024 4,094 Thereafter 452 Total lease payments $ 49,417 Less: Imputed interest $ (2,477) Total operating lease liabilities $ 46,940 Prior to the Company's adoption of ASC 842, future minimum operating lease payments as of December 31, 2019 were as follows: December 31, 2019 (in thousands) 2020 $ 18,618 2021 16,942 2022 12,423 2023 6,410 2024 4,474 Thereafter 10,304 Total lease payments $ 69,171 The amounts above include the build-to-suit lease. Prior to the Company's adoption of ASC 842, the Company recognized rent expense on a straight-line basis over the lease period. The difference between the rent paid and the straight-line rent was recorded as deferred rent, which was included in accrued expenses and other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. Rent expense was $3.1 million and $8.5 million for the three and nine months ended September 30, 2019, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes In May 2020, the Company issued $575.0 million aggregate principal amount of the Notes in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act, including t he initial purchasers' exercise in full of their option to purchase an additional $75.0 million aggregate principal amount of the Notes. The total net proceeds from the issuance of the Notes, after deducting initial purchaser discounts and debt issuance costs, were $562.5 million . The Notes are senior unsecured obligations of the Company and will mature on May 15, 2025, unless earlier redeemed, repurchased, or converted, and are governed by the terms of the Indenture dated May 15, 2020 (the Indenture). Interest is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2020, at a rate of 0.75% per year. The Notes are convertible at an initial conversion rate of 26.7187 shares of the Company's Class A common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $37.43 per share, subject to adjustment upon the occurrence of specified events. The Notes may be converted at any time on or after February 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding February 15, 2025 only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company's Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's Class A common stock and the conversion rate on each such trading day; • if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events. In addition, if the Notes are converted prior to the maturity date following certain specified corporate events or because the Company issues a notice of redemption, the Company will increase the conversion rate for such Notes converted in connection with such a corporate event or during the related redemption period, as the case may be, in certain circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company's Class A common stock, or a combination of cash and shares of the Company's Class A common stock, at the Company's election. It is the Company’s current intent to settle the principal amount of Notes with cash. The Company may not redeem the Notes prior to May 20, 2023. The Company may redeem for cash all or any portion of the Notes, at its option, on or after May 20, 2023, if the last reported sale price of the Company’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. If the Company undergoes a fundamental change (as defined in the Indenture), holders of the Notes may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components . The carrying amount of the liability component was calculated by using an effective interest rate of 10.0%, which was determined by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option and recorded in additional paid-in capital was $205.3 million and was determined by deducting the fair value of the liability component from the par value of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount represents a debt discount that is amortized to interest expense using the effective interest rate method over the contractual term of the Notes. In accounting for the issuance costs related to the Notes, the Company allocated the total amount incurred to the liability and equity components based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were $8.0 million (presented as a reduction to the carrying amount of debt) and are being amortized to interest expense over the contractual term of the Notes. The issuance costs attributable to the equity component were $4.5 million and are netted against the equity component in additional paid-in capital. The net carrying amount of the liability component of the Notes was as follows: September 30, 2020 (in thousands) Principal $ 575,000 Unamortized debt discount (193,034) Unamortized debt issuance costs (7,455) Carrying amount of the liability component, net $ 374,511 The net carrying amount of the equity component of the Notes was as follows: September 30, 2020 (in thousands) Proceeds allocated to the conversion option (debt discount) $ 205,290 Less: allocated issuance costs (4,478) Carrying amount of the equity component, net $ 200,812 Based on the closing price of the Company's common stock of $41.06 on September 30, 2020, the if-converted value of the Notes exceeded its principal amount by approximately $56 million. The remaining life of the Notes was approximately 56 months. The following table sets forth total interest expense recognized related to the Notes: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Coupon interest expense $ 1,078 $ — $ 1,629 $ — Amortization of debt discount $ 8,159 $ — $ 12,256 $ — Amortization of debt issuance costs $ 403 $ — $ 609 $ — Total $ 9,640 $ — $ 14,494 $ — Capped Call Transactions In connection with the offering of the Notes, the Company entered into privately-negotiated capped call transactions with certain financial institution counterparties (the Capped C alls). The Capped Calls each have an initial strike price of approximately $37.43 per share of the Company's Class A common stock, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls each have an initial cap price of approximately $57.58 per share, subject to certain adjustments. The Capped Calls initially cover, subject to anti-dilution adjustments, approximately 15.4 million shares of the Company's Class A common stock. The Capped Calls are intended to generally offset potential dilution to the Company's Class A common stock upon conversion of the Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion, subject to the cap price. The Capped Calls are subject to either adjustment or termination upon the occurrence of certain specified events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency, or delisting involving the Company. The Capped Calls expire in incremental components on each trading date between March 18, 2025 and May 13, 2025. The Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The premium paid for the purchase of the Capped Calls of $67.3 million was recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments Open purchase commitments are for the purchase of services under non-cancelable contracts. They are not recorded as liabilities on the condensed consolidated balance sheet as of September 30, 2020 as the Company has not yet received the related services. Refer to the table below for purchase commitments under non-cancelable contracts with various vendors as of September 30, 2020. Bandwidth & Co-location Commitments The Company enters into long-term non-cancelable agreements with providers in various countries to purchase capacity, such as bandwidth and co-location space, for the Company’s global cloud platform. Bandwidth and co-location costs for paying customers are recorded as cost of revenue in the condensed consolidated statements of operations and as sales and marketing expense in the condensed consolidated statements of operations for free customers. Such costs totaled $13.5 million and $9.7 million for the three months ended September 30, 2020 and 2019, respectively and $36.6 million and $26.8 million for the nine months ended September 30, 2020 and 2019, respectively . Refer to the table below for long-term bandwidth and other co-location related commitments under non-cancelable contracts with various networks and Internet service providers as of September 30, 2020. For the lease components of co-location agreements, refer to Note 6 to these condensed consolidated financial statements. Payments Due by Period as of September 30, 2020 Total 2020 (remaining three months) 2021 2022 2023 2024 Thereafter (in thousands) Non-cancelable: Open purchase agreements (1) $ 19,198 $ 2,074 $ 5,815 $ 3,844 $ 1,696 $ 741 $ 5,028 Bandwidth and other co-location related commitments (2) 45,365 6,039 20,765 10,151 4,368 1,793 2,249 Other commitments (3) 2,187 — 2,187 — — — — Total $ 66,750 $ 8,113 $ 28,767 $ 13,995 $ 6,064 $ 2,534 $ 7,277 (1) Open purchase commitments are for the purchase of services under non-cancelable contracts. They were not recorded as liabilities on the condensed consolidated balance sheet as of September 30, 2020 as the Company had not yet received the related services. (2) Long-term commitments for bandwidth usage and other co-location related commitments with various networks and Internet service providers. The costs for services not yet received were not recorded as liabilities on the condensed consolidated balance sheet as of September 30, 2020. (3) Indemnity holdback consideration associated with the S2 acquisition. See Note 14. Legal Matters From time to time the Company is a party to various legal proceedings that arise in the ordinary course of business. In addition, third parties may from time to time assert claims against the Company in the form of letters and other communications. Management currently believes that there is no pending or threatened legal proceeding to which the Company is a party that is likely to have a material adverse effect on the Company’s condensed consolidated financial statements. However, the results of legal proceedings are inherently unpredictable and if an unfavorable ruling were to occur in any of the legal proceedings there exists the possibility of a material adverse effect on the Company’s financial position, results of operations, and cash flows. The Company accrues for legal proceedings that it considers probable and for which the loss can be reasonably estimated. The Company also discloses material contingencies when it believes a loss is not probable but reasonably possible. Legal costs incurred and expected to be incurred related to litigation matters are expensed as incurred. The Company’s platform and associated products are subject to various restrictions under U.S. export control and sanctions laws and regulations, including the U.S. Department of Commerce’s Export Administration Regulations (EAR) and various economic and trade sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Controls (OFAC). The U.S. export control laws and U.S. economic sanctions laws include restrictions or prohibitions on the sale or supply of certain products and services to U.S. embargoed or sanctioned countries, governments, persons and entities and also require authorization for the export of certain encryption items. In addition, various countries regulate the import of certain encryption technology, including through import permitting and licensing requirements and have enacted or could enact laws that could limit the Company’s ability to distribute its platform. Although the Company takes precautions to prevent its platform and associated products from being accessed or used in violation of such laws, the Company may have inadvertently allowed its platform and associated products to be accessed or used by some customers in apparent violation of U.S. economic sanctions laws, including by users in embargoed or sanctioned countries, and the Company may have exported or allowed the download of certain software prior to making required filings with the U.S. Department of Commerce’s Bureau of Industry and Security. As a result, the Company has submitted to OFAC and to the Bureau of Industry and Security a voluntary self-disclosure concerning potential violations, and the Company has submitted a voluntary self-disclosure to the Census Bureau regarding potential violations of the Foreign Trade Regulations related to some incorrect electronic export information statements to the U.S. government for certain hardware exports, which were authorized. The voluntary self-disclosure to the Census Bureau was completed with no penalties in November 2019, and the voluntary self-disclosure to the Bureau of Industry and Security was completed with no penalties in June 2020. The voluntary self-disclosure to OFAC remains under review. If the Company is found to be in violation of U.S. economic sanctions or export control laws, it could result in substantial fines and penalties for the Company and for the individuals working for the Company. The Company may also be adversely affected through other penalties, reputational harm, loss of access to certain markets or otherwise. No loss has been recognized in the condensed consolidated financial statements for this loss contingency as it is not probable a loss has been incurred and the range of a possible loss is not yet estimable. Guarantees and Indemnifications If the Company's services do not meet certain service level commitments, its contracted customers and certain of its pay-as-you-go customers are entitled to receive service credits, and in certain cases, refunds, each representing a form of variable consideration. To date, the Company has not incurred any material costs as a result of such commitments. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the condensed consolidated financial statements. The Company has also agreed to indemnify its directors, executive officers, and certain other employees for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by them in any action or proceeding to which any of them are, or are threatened to be, made a party by reason of their service as a director or officer. The Company maintains director and officer insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company also may be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | Preferred Stock Preferred Stock In connection with the IPO, the Company's amended and restated certificate of incorporation became effective, which authorized the issuance of 225,000,000 shares of preferred stock with a par value of $0.001 per share with rights and preferences, including voting rights, designated from time to time by the Company's Board of Directors. Redeemable Convertible Preferred Stock Warrants In connection with the terms of a loan and security agreement entered into by the Company in April 2011, the Company issued a warrant to purchase 59,140 shares of Series B redeemable convertible preferred stock upon execution of the agreement, an additional warrant to purchase 94,510 shares of Series B redeemable convertible preferred stock in connection with the Company’s drawdown of $1.6 million under the facility during October 2011, and a warrant to purchase 23,760 shares of Series B redeemable convertible preferred stock in connection with the final drawdown of $0.4 million in January 2012. The warrants had an exercise price of $0.34 per share. The warrants were considered a liability and carried at fair value with any changes in fair value recognized in other income (expense), net in the condensed consolidated statements of operations. Upon completion of the IPO, the warrants to purchase Series B redeemable convertible preferred stock were automatically converted to warrants to purchase an equal number of shares of Class B common stock. As a result, the warrant liability was remeasured and reclassified to additional paid-in capital within stockholders' equity (deficit). In the year ended December 31, 2019, the warrants were exercised and such shares were settled via the net settlement method, resulting in the issuance of 174,347 shares of the Company's Class B common stock. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Common Stock | Common StockThe Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. The holder of each share of Class A common stock is entitled to one vote per share, while the holder of each share of Class B common stock is entitled to 10 votes per share. As of September 30, 2020 and December 31, 2019, the Company was authorized to issue 2,250,000,000 shares of Class A common stock and 315,000,000 shares of Class B common stock, each with a par value of $0.001 per share. There were 233,509,363 and 87,071,783 shares of Class A common stock issued and outstanding as of September 30, 2020 and December 31, 2019, respectively. The number of shares of Class B common stock issued and outstanding was 73,520,225 and 213,101,364, as of September 30, 2020 and December 31, 2019, respectively. Holders of the Company’s Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. Any dividends paid to the holders of the Class A common stock and Class B common stock will be paid on a pro rata basis. As of September 30, 2020 and December 31, 2019, the Company had not declared any dividends. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Shares of the Company's Class B common stock are convertible into an equivalent number of shares of the Company's Class A common stock and generally convert into shares of the Company's Class A common stock upon cessation of employment or transfer, except for certain transfers described in the Company's amended and restated certificate of incorporation. Class A common stock and Class B common stock are referred to, collectively, as common stock throughout the notes to these condensed consolidated financial statements, unless otherwise indicated. Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance, on an as-if converted basis, are as follows: September 30, 2020 December 31, 2019 (in thousands) Convertible senior notes 19,972 — Stock options issued and outstanding 19,065 21,191 Remaining shares available for issuance under the 2019 Plan 25,165 29,048 Outstanding and unsettled restricted stock units (RSUs) 7,700 7,175 Shares available for issuance under the ESPP 5,449 5,870 Total shares of common stock reserved 77,351 63,284 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation Equity Incentive Plans In 2010, the Company's Board of Directors adopted and stockholders approved the 2010 Equity Incentive Plan (2010 Plan). The 2010 Plan is a broad-based retention program and is intended to attract and retain talented employees, directors, and non-employee consultants. The 2010 Plan provides for the granting of stock options, restricted stock, RSUs, and stock appreciation rights to employees, directors, and consultants. Incentive stock options may be granted only to employees. All other awards under the 2010 Plan, including non-qualified stock options, may be granted to employees, directors, and consultants. Except for qualifying assumptions and substitutions of options, the exercise price of an incentive stock option and non-qualified stock option shall not be less than 100% of the fair market value of such shares on the date of grant. Prior to the Company's IPO, stock-based awards forfeited, canceled, or repurchased generally were returned to the pool of shares of common stock available for issuance under the 2010 Plan. In connection with the IPO, the 2010 Plan was terminated effective immediately prior to the effectiveness of the 2019 Equity Incentive Plan (2019 Plan) and the Company ceased granting any additional awards under the 2010 Plan. All outstanding awards under the 2010 Plan at the time of the termination of the 2010 Plan remain subject to the terms of the 2010 Plan, and any shares underlying stock options that expire or terminate or are forfeited or repurchased by the Company under the 2010 Plan will be automatically transferred to the 2019 Plan. In 2019, the Company's Board of Directors adopted and stockholders approved the 2019 Plan, which became effective one business day prior to the effective date of the Company's registration statement on Form S-1 for the IPO. The 2019 Plan provides for the granting of stock options, restricted stock, RSUs, stock appreciation rights, performance shares, performance stock units, and performance awards for the Company's Class A common stock to the Company's employees, directors, and consultants. Except as otherwise indicated below, the maximum number of shares of Class A common stock that may be issued under the 2019 Plan will not exceed 66,661,953 shares of the Company's Class A common stock, which is the sum of (1) 29,335,000 new shares, plus (2) an additional number of shares of Class A common stock not to exceed 37,326,953, consisting of the total number of shares of Class A or Class B common stock subject to outstanding awards granted under the 2010 Plan that, on or after the 2019 Plan became effective, are canceled, expire, or otherwise terminate prior to exercise or settlement; are repurchased by the Company because of the failure to vest; or are forfeited, tendered to, or withheld by the Company (or not issued) to satisfy a tax withholding obligation or the payment of an exercise price, if any, as such shares become available from time to time. Stock-based awards under the 2019 Plan that expire or are forfeited, canceled, or repurchased generally are returned to the pool of shares of Class A common stock available for issuance under the 2019 Plan. In addition, the number of shares of the Company's Class A common stock reserved for issuance under the 2019 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2021 through January 1, 2029, in an amount equal to the least of (i)29,335,000 shares, (ii) 5% of the total number of shares of Class A and Class B common stock outstanding on December 31 of the fiscal year before the date of each automatic increase, or (iii) a lesser number of shares determined by the compensation committee of the Company's Board of Directors prior to the applicable January 1. As of September 30, 2020, 1,710,189 stock options to purchase shares of Class A common stock and 3,310,238 shares of Class A common stock underlying RSUs have been granted under the 2019 Plan, and the number of shares of Class A common stock available for issuance under the 2019 Plan was 25,164,731. Stock Options Under the 2010 Plan and 2019 Plan, at exercise, stock option awards entitle the holder to receive one share of Class B or Class A common stock, in the case of the 2010 Plan, or one share of Class A common stock, in the case of the 2019 Plan. Stock options granted under the 2010 Plan and the 2019 Plan generally vest over a four-year period subject to remaining continuously employed and expire no more than 10 years from the date of grant. The following table summarizes the stock options activity under the 2010 Plan and 2019 Plan for the nine months ended September 30, 2020: Stock Options Outstanding (in thousands, except year and per share data) Shares Subject to Options Outstanding Weighted- Average Exercise Price per Option Weighted- Average Remaining Contractual Terms (in years) Aggregate Intrinsic Value Balances as of December 31, 2019 21,191 $ 2.30 7.4 $ 312,720 Options granted 1,710 $ 18.05 Options exercised (3,587) $ 1.58 $ 90,829 Options canceled/forfeited/expired (249) $ 2.62 Balances as of September 30, 2020 19,065 $ 3.85 7.2 $ 709,484 Vested and expected to vest as of September 30, 2020 19,065 $ 3.85 7.2 $ 709,484 Exercisable as of September 30, 2020 17,361 $ 2.46 7.0 $ 670,147 The weighted-average assumptions used to determine the fair value of stock options granted during the periods presented were as follows: Nine months ended September 30, 2020 2019 Expected term (in years) 6.0 6.2 Expected volatility 40.3 % 40.3 % Risk-free interest rate 0.7 % 2.3 % Dividend yield — — The weighted-average grant date fair value of options granted during the nine months ended September 30, 2020 and 2019 was $9.74 and $4.10 per share, respectively. The aggregate intrinsic value is the difference between the exercise price of the option and the estimated fair value of the underlying common stock. Options exercisable include 11,929,262 and 15,477,903 options that were unvested as of September 30, 2020 and December 31, 2019, respectively. The total grant date fair value for vested options in the nine months ended September 30, 2020 and 2019 was $5.5 million and $3.5 million, respectively. As of September 30, 2020 and December 31, 2019, there was $23.5 million and $15.8 million, respectively, of unrecognized stock-based compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.8 years and 2.7 years, respectively. Early Exercises of Stock Options The 2010 Plan allows for the early exercise of stock options for certain individuals as determined by the Company’s Board of Directors. Shares of common stock issued upon early exercises of unvested options are not deemed, for accounting purposes, to be issued until those shares vest according to their respective vesting schedules and accordingly, the consideration received for early exercises is initially recorded as a liability and reclassified to common stock and additional paid-in capital as the underlying awards vest. Stock options that are early exercised are subject to a repurchase option that allows the Company to repurchase any unvested shares within six months of an individual’s termination for any reason, including death and disability (or in the case of shares issued upon exercise of an option after termination, within six months of the date of exercise). As of September 30, 2020 and December 31, 2019, the Company had $9.7 million and $13.3 million, respectively, recorded in liability for early exercise of unvested stock options, and the related number of unvested shares subject to repurchase was 4,354,030 and 5,945,083, respectively. Restricted Stock and Restricted Stock Units RSUs granted under the 2010 Plan generally vest upon the satisfaction of both a service-based vesting condition and a performance vesting condition, as defined below, occurring before these RSUs expire. RSUs granted under the 2019 Plan generally vest upon the satisfaction of a service-based vesting condition. The service-based vesting condition for employees under both the 2010 Plan and the 2019 Plan is typically satisfied over a four-year period. The performance vesting condition under the 2010 Plan was deemed satisfied upon the effective date of the Company's registration statement on Form S-1 filed with the SEC in connection with the IPO. In connection with the acquisition of S2, the Company issued 948,000 shares of Class A common stock to former S2 shareholders, some of which have joined the Company as employees. Of these issued shares, 841,000 shares are restricted stock that is subject to vesting, with 77.8% of this restricted stock vesting in two years from the acquisition date and the remainder of this restricted stock vesting in three years from the acquisition date, in each case subject to remaining continuously employed. The total grant date fair value for vested shares in the nine months ended September 30, 2020 and 2019, was $1.8 million and zero, respectively. The total stock-based compensation expense for shares of unvested restricted stock for the nine months ended September 30, 2020 and 2019 was $4.2 million and zero, respectively. As of September 30, 2020 and 2019, the total unrecognized stock-based compensation expense related to unvested restricted stock was $10.2 million and zero, respectively. For further details on the S2 acquisition, refer to Note 14 to these condensed consolidated financial statements. Restricted stock and RSU activity for the nine months ended September 30, 2020 was as follows: Restricted Stock and RSUs Weighted-Average (in thousands, except per share data) Unvested and outstanding as of December 31, 2019 6,508 $ 11.08 Granted - RSUs 3,310 $ 27.31 Granted - Restricted stock 949 $ 17.06 Vested - RSUs (1,723) $ 11.35 Vested - Restricted stock (107) $ 17.06 Forfeited (413) $ 12.55 Unvested as of September 30, 2020 8,524 $ 16.18 Vested and not yet released 18 $ 36.77 Outstanding as of September 30, 2020 8,542 $ 16.22 The total grant date fair value for vested RSUs for the nine months ended September 30, 2020 and 2019 was $19.6 million and $2.7 million, respectively. The total stock-based compensation expense for RSUs for the three months ended September 30, 2020 and 2019 was $10.3 million and $15.4 million, respectively, and for the nine months ended September 30, 2020 and 2019 was $27.8 million and $15.4 million, respectively. As of September 30, 2020 and December 31, 2019, the total unrecognized stock-based compensation expense related to unvested RSUs was $109.2 million and $53.1 million, respectively, that is expected to be recognized over a weighted-average period of 3.4 years and 2.5 years, respectively. 2019 Employee Stock Purchase Plan In September 2019, the Company's Board of Directors adopted and stockholders approved the 2019 Employee Stock Purchase Plan (ESPP), which became effective one business day prior to the effective date of the Company's registration statement on Form S-1 filed with the SEC in connection with the IPO. A total of 5,870,000 shares of Class A common stock were initially reserved for sale under the ESPP. The number of shares of Class A common stock reserved for issuance includes an annual increase on the first day of each fiscal year, beginning on January 1, 2021, by the least of (1) 5,870,000 shares of Class A common stock, (2) 1% of the total number of shares of Class A and Class B common stock outstanding on December 31 of the fiscal year before the date of each automatic increase; or (3) such lesser amount as the compensation committee of the Company's Board of Directors may determine prior to the applicable January 1. Generally, all regular employees, including executive officers, employed by the Company or by any of its designated subsidiaries, except for those holding 5% or more of the total combined voting power or value of all classes of common stock, may participate in the ESPP and may contribute, normally through payroll deductions, up to 10% of their eligible compensation for the purchase of Class A common stock under the ESPP. Unless otherwise determined by the compensation committee of the Board of Directors, Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is the lesser of (1) 85% of the fair market value of a share of the Company's Class A common stock on the first date of an offering period, or (2) 85% of the fair market value of a share of the Company's Class A common stock on the date of purchase. The initial offering period began on September 13, 2019 and ended on May 15, 2020, with a purchase date of May 15, 2020. In addition, a second offering period began on November 15, 2019 and also ended on May 15, 2020, with a purchase date of May 15, 2020. The subsequent offering period began on May 15, 2020 and will end on November 13, 2020. The ESPP generally provides for six-month offering periods beginning on the first day of trading on or after November 15 and May 15 of each year and terminating on the last trading day on or before May 15 and November 15, approximately six months later, with identical purchase periods. Current employees cannot sell the shares of Class A common stock purchased under the ESPP until the day after the one-year anniversary of the purchase date of such shares, except for the withholding or sale of shares by the Company to meet any applicable tax withholding obligations. No employee may purchase (i) during each purchase period more than 1,500 shares of Class A common stock and (ii) shares under the ESPP at a rate in excess of $25,000 worth of the Company's Class A common stock based on the fair market value per share of the Company's Class A common stock at the beginning of an offering for each calendar year such purchase right is outstanding. As of September 30, 2020, 421,300 shares of Class A common stock have been purchased under the ESPP. As of September 30, 2020 and December 31, 2019, the total unrecognized stock-based compensation expense related to the ESPP was $0.5 million and $1.0 million, respectively, and is expected to be recognized over a weighted average period of 0.1 years and 0.4 years, respectively. The weighted-average assumptions used to determine the fair value of the ESPP during the periods presented were as follows: Nine months ended September 30, 2020 2019 Expected term (in years) 0.5 0.7 Risk-free interest rate 0.15 % 1.81 % Expected volatility 65.20 % 35.6 % Dividend yield — — % Stock-based Compensation Expense The following table sets forth the total stock-based compensation expense included in the Company’s condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Cost of revenue $ 311 $ 397 $ 858 $ 463 Sales and marketing 4,406 4,880 11,177 5,434 Research and development 6,749 7,801 18,213 8,624 General and administrative 3,279 9,833 9,843 10,491 Total stock-based compensation expense $ 14,745 $ 22,911 $ 40,091 $ 25,012 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Class A Class B Class A Class B Class A Class B Class A Class B (in thousands, except per share data) Net loss attributable to common stockholders $ (18,119) $ (8,349) $ (4,573) $ (36,280) $ (45,059) $ (40,290) $ (3,588) $ (74,085) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 206,528 95,161 13,215 104,841 157,656 140,972 4,453 91,940 Net loss per share attributable to common stockholders, basic and diluted $ (0.09) $ (0.09) $ (0.35) $ (0.35) $ (0.29) $ (0.29) $ (0.81) $ (0.81) Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been antidilutive. The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows: September 30, 2020 2019 (in thousands) Convertible senior notes 15,363 — Shares subject to repurchase 4,354 6,564 Unexercised stock options 19,065 21,878 Unvested restricted stock and RSUs 8,524 5,868 Shares issuable pursuant to the ESPP 228 412 Total 47,534 34,722 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The computation of the provision for (benefit from) income taxes for interim periods is determined by applying the estimated annual effective tax rate to year-to-date earnings from recurring operations and adjusting for discrete tax items recorded in the period. The Company's ability to estimate the geographic mix of earnings is impacted by the relatively high-growth nature of the business, fluctuations of business operations by country, and implementation of tax planning strategies. The Company recorded an income tax benefit of $3.5 million and an income ta x benefit of $0.2 million f or the three months ended September 30, 2020 and 2019, respectively. The Company recorded an income tax benefit of $5.8 million and an income tax provision of $0.5 million for the nine months ended September 30, 2020 and 2019, respectively. The income tax benefit in the three and nine months ended September 30, 2020 was primarily driven by the partial release of the U.S. valuation allowance in connection with the acquisition of S2 in the first three months of the year and excess tax benefits from stock-based compensation deductions in the United Kingdom, offset by withholding taxes in the U.S. and income tax expense from profitable foreign jurisdictions. In determining the need for a valuation allowance, the Company weighs both positive and negative evidence in the various jurisdictions in which it operates to determine whether it is more likely than not that its deferred tax assets are realizable. Accordingly, there is no valuation allowance in the foreign jurisdictions. A full valuation allowance has been established in the U.S. and no deferred tax assets and related tax benefits have been recognized in the condensed consolidated financial statements. On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The CARES Act provides for a number of tax relief provisions applicable to businesses including relaxed limitations on the use of net operating losses and interest deductibility. The Company does not expect there to be a material tax impact, but will continue to assess the tax implications of the CARES Act and its continuing developments and interpretations. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations In January 2020, the Company acquired all of the outstanding shares of S2, a company based in Kirkland, Washington that has developed browser isolation technology, for a total purchase consideration of $17.7 million . The Company is incorporating S2's technology into the Company's Cloudflare Gateway product. The total purchase consideration included (i) acquisition-date cash payments of $13.7 million, net of $0.1 million of cash acquired, (ii) $1.8 million in shares of the Company’s Class A common stock, and (iii) a cash holdback of $2.2 million , which the Company is retaining for up to 18 months and will be payable to the previous owners of S2, subject to offset by the Company for any of the previous owners’ indemnification obligations in connection with the acquisition. Concurrent with the closing of the acquisition, the Company made a cash payment of $6.9 million to repay S2’s debt, which was part of the acquisition-date cash payments included in the purchase consideration. In connection with the acquisition, the Company entered into compensation arrangements for stock-based and cash awards with a value totaling $20.3 million, of which $5.7 million was recognized as compensation expense on the acquisition date and $1.4 million and $4.3 million were recorded as additional compensation expense during the three and nine months ended September 30, 2020, respectively. The remaining compensation amount of $10.3 million is being recognized over a future weighted-average period o f 2.5 years subject to the recipients’ continued service with the Company. The transaction- related costs for the acquisition were not material and are i ncluded in general and administrative expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2020. The fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands): Prepaid expenses and other current assets $ 6 Developed technology 5,600 Goodwill 13,084 Total assets acquired 18,690 Accrued expenses and other current liabilities (208) Other noncurrent liabilities (782) Total purchase price $ 17,700 A note payable of $0.2 million, included in accrued expenses and other current liabilities in the table above, assumed on the acquisition date, was paid off during the nine months ended September 30, 2020. The acquired assets and assumed liabilities were recorded at their estimated fair values. The estimated useful life for the acquired developed technology is two years. The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, none of which is expected to be deductible for tax purposes. Goodwill is primarily attributable to the assembled workforce as well as the anticipated synergies from the integration of S2's technology with the Company's technology. A purchase accounting adjustment of $0.8 million to revise purchase consideration and goodwill was made during the nine months ended September 30, 2020. This acquisition did not have a material impact on the Company’s condensed consolidated financial statements; therefore, historical and pro forma disclosures have not been presented. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company’s chief operating decision maker (CODM) is its CEO, COO, and CFO. Collectively, the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined it has a single operating segment. Refer to Note 3 to these condensed consolidated financial statements for revenue by geography. The Company’s property and equipment, net, by geographic area were as follows: September 30, 2020 December 31, 2019 (in thousands) United States $ 77,702 $ 59,688 Rest of the world 44,721 41,778 Total property and equipment, net $ 122,423 $ 101,466 No single country other than the United States accounted for more than 10% of total property and equipment, net as of September 30, 2020 and December 31, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States (U.S. GAAP) and applicable regulations of the Securities and Exchange Commission (the SEC) regarding interim financial reporting, and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on December 31. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the applicable required disclosures and regulations of the SEC. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 . |
Principles of Consolidation | All intercompany balances and transactions have been eliminated in consolidation. |
Fiscal Period | The Company’s fiscal year ends on December 31. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements. Such estimates include, but are not limited to, allowance for doubtful accounts, deferred contract acquisitions costs, the period of benefit generated from the Company’s deferred contract acquisition costs, the capitalization and estimated useful life of internal-use software, the assessment of recoverability of intangible assets and their estimated useful lives, useful lives of property and equipment, liability and equity allocation of convertible senior notes, the determination of the incremental borrowing rate used for operating lease liabilities, the valuation and recognition of stock-based compensation expense, uncertain tax positions, and the recognition and measurement of current and deferred income tax assets and liabilities. Management bases these estimates and assumptions on historical experience and on various other assumptions that management believes to be reasonable. Due to the COVID-19 pandemic, there is ongoing uncertainty and significant disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of November 10, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates and assumptions may change in the future, however, as new events occur and additional information is obtained . Actual results could differ materially from these estimates. |
Operating Leases | Operating Leases The Company enters into operating lease arrangements for real estate assets related to office space and for co-location assets related to space and equipment located in co-location facilities. The Company determines if an arrangement contains a lease at its inception by assessing whether there is an identified asset and whether the arrangement conveys the right to control the use of the identified asset in exchange for consideration. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, and operating lease liabilities, noncurrent in the Company's condensed consolidated balance sheets. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make payments arising from the lease. The Company's operating lease arrangements contain both lease and non-lease components. Operating lease right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement, less any lease incentives such as tenant improvement allowanc es. Variable lease costs, such as lease payments that depend on an index or a rate, are expensed as incurred and not included within the calculation of right-of-use assets and lease liabilities. At inception of an arrangement, the Company allocates the consideration to the lease and non-lease components and recognizes a right-of-use asset and corresponding lease liability for each lease component. As the implicit rate of the Company's leases is not determinable, the Company uses an incremental borrowing rate (IBR) based on the information available at the lease commencement date in determining the present value of lease payments. The lease expense is recognized on a straight-line basis over the lease term. The Company generally uses the base, non-cancelable lease term when recognizing the right-of-use assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. Leases with a term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. |
Business Combinations | Business Combinations The Company includes the results of operations of the businesses that the Company acquires from the date of acquisition. The fair value of the assets acquired and liabilities assumed is based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair value of the net assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates including the selection of valuation methodologies, future expected cash flows, discount rates, and useful lives. The Company’s estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. At the conclusion of the measurement period, or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are reflected in the condensed consolidated statements of operations. When the Company issues payments or grants of equity to selling stockholders in connection with an acquisition, the Company evaluates whether the payments or awards are compensatory. This evaluation includes whether cash payments or stock award vesting is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for the cash to be paid or stock awards to vest, the award is treated as compensation for post-acquisition services and is recognized as compensation expense. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expense in the Company’s condensed consolidated statements of operations. |
Convertible Senior Notes | Convertible Senior Notes The Company accounts for its 0.75% Convertible Senior Notes due May 2025 (the Notes) as separate liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was calculated by deducting the fair value of the liability component from the total principal of the convertible notes. The excess of the principal amount of the liability component over its book value (debt discount) is amortized to interest expense over the term of the Notes. In accounting for the issuance costs related to the Notes, the allocation of issuance costs incurred between the liability and equity components was based on their relative values. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) , and since that date, has issued several ASUs to further clarify certain aspects of ASU 2016-02 and provide entities with practical expedients that may be elected upon adoption. The Company adopted the new standard beginning January 1, 2020 using the modified retrospective approach, electing the optional transition approach of not adjusting the comparative period financial statements for the impact of adoption. The Company elected the package of practical expedients permitted under the transition guidance, which allows the Company to carryforward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any leases that existed prior to adoption of the new standard. In addition, the Company elected not to recognize lease liabilities and related right-of-use assets for leases that, at the lease commencement date, have a lease term of 12 months or less. Adoption of the new standard on January 1, 2020 resulted in the recognition of $50.0 million of operating lease right-of-use assets and $52.8 million of t otal operating lease liabilities o n the Company's condensed consolidated balance sheets. As part of the adoption, the Company also derecognized deferred rent of $2.8 million, primarily consisting of the noncurrent portion, net build-to-suit assets of $9.9 million, the build-to-suit lease financing obligation of $10.5 million, and recorded a cumulative-effect adjustment of $0.6 million to accumulated deficit as of January 1, 2020. Refer to Note 6 to these condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . This ASU changes the methodology for measuring credit losses and requires the establishment of an allowance for estimated credit losses on financial assets, including trade and other receivables, at each reporting date. The Company adopted ASU 2016-13 effective January 1, 2020, noting no material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (ASC 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement . This guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. For public business entities, it is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of the amendments in this update is permitted, including adoption in any interim period, for all entities. The Company adopted ASU 2018-15 effective January 1, 2020, noting no material impact on the Company’s condensed consolidated financial statements. In November 2019, the FASB issued ASU 2019-10 , Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This ASU revises, and staggers, the effective dates for various major updates that have been issued since 2014 to alleviate the burden on both larger public companies as well as private companies, smaller public companies, not-for-profit organizations, and employee benefit plans. The Company adopted ASU 2019-10 effective January 1, 2020, noting no material impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (ASC Topic 740). This ASU simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 effective January 1, 2020, noting no material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (ASC 815-40). The FASB issued this ASU to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The Company does not have any contracts on its own equity; however, the Company does have convertible debt. This ASU removes the separation models for 1) convertible debt with a cash conversion feature and 2) convertible instruments with a beneficial conversion feature, as well as enhances the related disclosure and earnings per share guidance. Additionally, this update requires that convertible debt be recognized as a single liability measured at its amortized cost, if no bifurcation is required, and as a result, interest expense will be closer to the coupon interest rate. For public business entities, these amendments are effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements. |
Revenue Recognition | In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services. To achieve this standard, the Company applies the following five steps: 1. Identify the contract with a customer The Company considers the terms and conditions of the contracts and its customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract is approved, the Company can identify each party’s rights regarding the services to be transferred, the Company can identify the payment terms, the Company has determined that collectibility is probable, and the contract has commercial substance. The Company applies judgment in determining that collectibility is probable, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information relevant to the customer. 2. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available to the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s performance obligation primarily consists of subscription and support services, as they are provided over the same service period. 3. Determine the transaction price The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Usage-based variable consideration is recognized in the period it is incurred. None of the Company’s contracts contain a significant financing component. 4. Allocate the transaction price to performance obligations in the contract The subscription and support services in the Company’s contracts are considered a single performance obligation, and thus the entire transaction price is allocated to the single performance obligation. 5. Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the service to a customer. Revenue is recognized when control of the services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for those services. The Company generates sales directly through its sales team and through its channel partners. Revenue from sales to channel partners are recorded once all revenue recognition criteria above are met. Channel partners generally receive an order from an end-customer prior to placing an order with the Company. Payment from channel partners is not contingent on the partner’s collection from end-customers. The Company has determined that it is acting as an agent in these arrangements and records this revenue on a net basis. Subscription and Support Revenue The Company generates revenue primarily from sales to its customers of subscriptions to access its platform, together with related support services. Arrangements with customers generally do not provide the customer with the right to take possession of the Company’s software operating its global cloud platform at any time. Instead, customers are granted continuous access to the Company’s global cloud platform over the contractual period. Access to the Company’s platform and products is considered a monthly series comprising one performance obligation. A time-elapsed output method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to subscription and support revenue is generally recognized on a straight-line basis over the contract term beginning on the date that the Company’s service is made available to the customer. Usage-based consideration is primarily related to fees charged for the Company’s customer’s use of excess bandwidth when accessing the Company’s platform in a given period and is recognized as revenue in the period in which the usage occurs. The typical subscription and support term for the Company’s contracted customers, which consist of customers that enter into contracts for the Company's Enterprise subscription plan (and which the Company previously referred to as enterprise customers), is one year and subscription and support term lengths range from one Variable Consideration If the Company’s services do not meet certain service level commitments, its customers are entitled to receive service credits, and in certain cases, refunds, each representing a form of variable consideration. Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of these forms of |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table summarizes the revenue by region based on the billing address of customers who have contracted to use the Company’s global cloud platform: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Amount Percentage Amount Percentage Amount Percentage Amount Percentage United States $ 59,277 52 % $ 37,605 51 % $ 151,970 50 % $ 101,571 50 % Europe, Middle East, and Africa 27,943 25 % 17,652 24 % 76,961 25 % 48,275 24 % Asia Pacific 19,634 17 % 13,993 19 % 55,827 18 % 39,782 20 % Other 7,308 6 % 4,691 6 % 20,375 7 % 13,464 6 % Total $ 114,162 100 % $ 73,941 100 % $ 305,133 100 % $ 203,092 100 % The following table summarizes the revenue from contracts by type of customer: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Amount Percentage Amount Percentage Amount Percentage Amount Percentage Channel partners $ 12,159 11 % $ 6,554 9 % $ 31,471 10 % $ 18,413 9 % Direct customers 102,003 89 % 67,387 91 % 273,662 90 % 184,679 91 % Total $ 114,162 100 % $ 73,941 100 % $ 305,133 100 % $ 203,092 100 % |
Summary of Deferred Contract Acquisition Costs | The following table summarizes the activity of the deferred contract acquisition costs: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Beginning balance $ 33,880 $ 19,482 $ 25,184 $ 15,940 Capitalization of contract acquisition costs 8,457 4,477 24,615 12,923 Amortization of deferred contract acquisition costs (4,623) (2,818) (12,085) (7,722) Ending balance $ 37,714 $ 21,141 $ 37,714 $ 21,141 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value by Significant Investment Category | The following table summarizes the Company’s cash and available-for-sale securities’ amortized cost, unrealized gains (losses), and fair value by significant investment category reported as cash and cash equivalents, restricted cash, or available-for-sale securities as of September 30, 2020 and December 31, 2019. (in thousands) Reported as: September 30, 2020 Amortized Unrealized Unrealized Fair Value Cash & Available-for-sale securities Restricted Cash $ 15,100 $ — $ — $ 15,100 $ 12,913 $ — $ 2,187 Level I: Money market funds 105,706 — — 105,706 99,046 — 6,660 Level II: Corporate bonds 153,123 192 (18) 153,297 — 153,297 — U.S. treasury securities 623,532 474 (2) 624,004 — 624,004 — U.S. government agency securities 25,667 7 (7) 25,667 — 25,667 — Commercial paper 136,370 — — 136,370 — 136,370 — Subtotal 938,692 673 (27) 939,338 — 939,338 — Total assets measured at fair value on a recurring basis $ 1,059,498 $ 673 $ (27) $ 1,060,144 $ 111,959 $ 939,338 $ 8,847 (in thousands) Reported as: December 31, 2019 Amortized Unrealized Unrealized Fair Cash & Available-for-sale securities Long-term Cash $ 24,631 $ — $ — $ 24,631 $ 24,631 $ — $ — Level I: Money market funds 32,856 — — 32,856 26,196 — 6,660 Level II: Corporate bonds 84,054 22 (30) 84,046 — 84,046 — U.S. treasury securities 311,083 151 (23) 311,211 — 311,211 — U.S. government agency securities 95,380 17 — 95,397 22,549 72,848 — Commercial paper 95,467 — — 95,467 65,600 29,867 — Subtotal 585,984 190 (53) 586,121 88,149 497,972 — Total assets measured at fair value on a recurring basis $ 643,471 $ 190 $ (53) $ 643,608 $ 138,976 $ 497,972 $ 6,660 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Prepaid expenses $ 13,464 $ 10,913 Deposits 3,638 2,773 Other 5,924 3,308 Total prepaid expenses and other current assets $ 23,026 $ 16,994 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Property and equipment: Servers—network infrastructure $ 114,564 $ 84,979 Buildings — 13,035 Construction in progress 13,525 8,692 Capitalized internal-use software 48,047 31,171 Office and computer equipment 18,870 13,528 Office furniture 6,736 6,124 Software 2,203 1,025 Leasehold improvements 11,472 9,870 Asset retirement obligation 429 231 Gross property and equipment 215,846 168,655 Less accumulated depreciation and amortization (93,423) (67,189) Total property and equipment, net $ 122,423 $ 101,466 |
Schedule of Acquired Intangible Assets, Net | Acquired intangible assets, net consisted of the following: September 30, 2020 Gross Carrying Accumulated Net Book (in thousands) Developed technology $ 5,600 $ 2,100 $ 3,500 Total acquired intangible assets, net $ 5,600 $ 2,100 $ 3,500 December 31, 2019 Gross Carrying Accumulated Net Book (in thousands) Developed technology $ 250 $ 219 $ 31 Total acquired intangible assets, net $ 250 $ 219 $ 31 |
Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets | As of September 30, 2020, the estimated future amortization expense of acquired intangible assets was as follows: Estimated (in thousands) Year ending December 31, 2020 (remaining three months) $ 700 2021 2,800 Total $ 3,500 |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Accrued compensation and benefits $ 21,990 $ 14,970 Accrued expenses 3,650 5,331 Customer refunds and credits 1,560 3,328 Accrued co-location and bandwidth 3,979 2,696 Indemnity holdback 2,187 — Other 5,264 1,989 Total accrued expenses and other current liabilities $ 38,630 $ 28,314 |
Schedule of Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Accrued compensation and benefits $ 21,990 $ 14,970 Accrued expenses 3,650 5,331 Customer refunds and credits 1,560 3,328 Accrued co-location and bandwidth 3,979 2,696 Indemnity holdback 2,187 — Other 5,264 1,989 Total accrued expenses and other current liabilities $ 38,630 $ 28,314 |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Accrued taxes $ 6,295 $ 4,862 Deferred rent — 2,342 Other 1,656 2,599 Total other noncurrent liabilities $ 7,951 $ 9,803 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Components of Lease Costs | The components of lease cost related to the Company's operating leases included in the condensed consolidated statements of operations were as follows: Three Months Ended Nine Months Ended 2020 (in thousands) Operating lease cost $ 4,802 $ 14,134 Sublease income (694) (2,111) Total lease cost $ 4,108 $ 12,023 |
Schedule of Lease Liability Maturities | Maturities of the operating lease liabilities as of September 30, 2020 are as follows: September 30, 2020 (in thousands) 2020 (remaining three months) $ 4,703 2021 18,440 2022 14,083 2023 7,645 2024 4,094 Thereafter 452 Total lease payments $ 49,417 Less: Imputed interest $ (2,477) Total operating lease liabilities $ 46,940 |
Schedule of Future Minimum Lease Payments under Prior Guidance | Prior to the Company's adoption of ASC 842, future minimum operating lease payments as of December 31, 2019 were as follows: December 31, 2019 (in thousands) 2020 $ 18,618 2021 16,942 2022 12,423 2023 6,410 2024 4,474 Thereafter 10,304 Total lease payments $ 69,171 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The net carrying amount of the liability component of the Notes was as follows: September 30, 2020 (in thousands) Principal $ 575,000 Unamortized debt discount (193,034) Unamortized debt issuance costs (7,455) Carrying amount of the liability component, net $ 374,511 The net carrying amount of the equity component of the Notes was as follows: September 30, 2020 (in thousands) Proceeds allocated to the conversion option (debt discount) $ 205,290 Less: allocated issuance costs (4,478) Carrying amount of the equity component, net $ 200,812 |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the Notes: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Coupon interest expense $ 1,078 $ — $ 1,629 $ — Amortization of debt discount $ 8,159 $ — $ 12,256 $ — Amortization of debt issuance costs $ 403 $ — $ 609 $ — Total $ 9,640 $ — $ 14,494 $ — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Commitments | Payments Due by Period as of September 30, 2020 Total 2020 (remaining three months) 2021 2022 2023 2024 Thereafter (in thousands) Non-cancelable: Open purchase agreements (1) $ 19,198 $ 2,074 $ 5,815 $ 3,844 $ 1,696 $ 741 $ 5,028 Bandwidth and other co-location related commitments (2) 45,365 6,039 20,765 10,151 4,368 1,793 2,249 Other commitments (3) 2,187 — 2,187 — — — — Total $ 66,750 $ 8,113 $ 28,767 $ 13,995 $ 6,064 $ 2,534 $ 7,277 (1) Open purchase commitments are for the purchase of services under non-cancelable contracts. They were not recorded as liabilities on the condensed consolidated balance sheet as of September 30, 2020 as the Company had not yet received the related services. (2) Long-term commitments for bandwidth usage and other co-location related commitments with various networks and Internet service providers. The costs for services not yet received were not recorded as liabilities on the condensed consolidated balance sheet as of September 30, 2020. (3) Indemnity holdback consideration associated with the S2 acquisition. See Note 14. |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance, on an as-if converted basis, are as follows: September 30, 2020 December 31, 2019 (in thousands) Convertible senior notes 19,972 — Stock options issued and outstanding 19,065 21,191 Remaining shares available for issuance under the 2019 Plan 25,165 29,048 Outstanding and unsettled restricted stock units (RSUs) 7,700 7,175 Shares available for issuance under the ESPP 5,449 5,870 Total shares of common stock reserved 77,351 63,284 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Awards | The following table summarizes the stock options activity under the 2010 Plan and 2019 Plan for the nine months ended September 30, 2020: Stock Options Outstanding (in thousands, except year and per share data) Shares Subject to Options Outstanding Weighted- Average Exercise Price per Option Weighted- Average Remaining Contractual Terms (in years) Aggregate Intrinsic Value Balances as of December 31, 2019 21,191 $ 2.30 7.4 $ 312,720 Options granted 1,710 $ 18.05 Options exercised (3,587) $ 1.58 $ 90,829 Options canceled/forfeited/expired (249) $ 2.62 Balances as of September 30, 2020 19,065 $ 3.85 7.2 $ 709,484 Vested and expected to vest as of September 30, 2020 19,065 $ 3.85 7.2 $ 709,484 Exercisable as of September 30, 2020 17,361 $ 2.46 7.0 $ 670,147 |
Schedule of Assumptions Used to Determine the Fair Value of Stock Options Granted | The weighted-average assumptions used to determine the fair value of stock options granted during the periods presented were as follows: Nine months ended September 30, 2020 2019 Expected term (in years) 6.0 6.2 Expected volatility 40.3 % 40.3 % Risk-free interest rate 0.7 % 2.3 % Dividend yield — — |
Schedule of Restricted Stock Units Activity | Restricted stock and RSU activity for the nine months ended September 30, 2020 was as follows: Restricted Stock and RSUs Weighted-Average (in thousands, except per share data) Unvested and outstanding as of December 31, 2019 6,508 $ 11.08 Granted - RSUs 3,310 $ 27.31 Granted - Restricted stock 949 $ 17.06 Vested - RSUs (1,723) $ 11.35 Vested - Restricted stock (107) $ 17.06 Forfeited (413) $ 12.55 Unvested as of September 30, 2020 8,524 $ 16.18 Vested and not yet released 18 $ 36.77 Outstanding as of September 30, 2020 8,542 $ 16.22 |
Schedule of Fair Value Assumptions for Employee Stock Purchase Plan | The weighted-average assumptions used to determine the fair value of the ESPP during the periods presented were as follows: Nine months ended September 30, 2020 2019 Expected term (in years) 0.5 0.7 Risk-free interest rate 0.15 % 1.81 % Expected volatility 65.20 % 35.6 % Dividend yield — — % |
Schedule of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense included in the Company’s condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Cost of revenue $ 311 $ 397 $ 858 $ 463 Sales and marketing 4,406 4,880 11,177 5,434 Research and development 6,749 7,801 18,213 8,624 General and administrative 3,279 9,833 9,843 10,491 Total stock-based compensation expense $ 14,745 $ 22,911 $ 40,091 $ 25,012 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Class A Class B Class A Class B Class A Class B Class A Class B (in thousands, except per share data) Net loss attributable to common stockholders $ (18,119) $ (8,349) $ (4,573) $ (36,280) $ (45,059) $ (40,290) $ (3,588) $ (74,085) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 206,528 95,161 13,215 104,841 157,656 140,972 4,453 91,940 Net loss per share attributable to common stockholders, basic and diluted $ (0.09) $ (0.09) $ (0.35) $ (0.35) $ (0.29) $ (0.29) $ (0.81) $ (0.81) |
Schedule of Potential Shares of Common Stock Excluded from Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows: September 30, 2020 2019 (in thousands) Convertible senior notes 15,363 — Shares subject to repurchase 4,354 6,564 Unexercised stock options 19,065 21,878 Unvested restricted stock and RSUs 8,524 5,868 Shares issuable pursuant to the ESPP 228 412 Total 47,534 34,722 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands): Prepaid expenses and other current assets $ 6 Developed technology 5,600 Goodwill 13,084 Total assets acquired 18,690 Accrued expenses and other current liabilities (208) Other noncurrent liabilities (782) Total purchase price $ 17,700 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Property and Equipment, Net by Geographic Area | The Company’s property and equipment, net, by geographic area were as follows: September 30, 2020 December 31, 2019 (in thousands) United States $ 77,702 $ 59,688 Rest of the world 44,721 41,778 Total property and equipment, net $ 122,423 $ 101,466 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Class A common stock | |
Class of Stock [Line Items] | |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 31,381,152 |
Series D, Redeemable Convertible Preferred Stock | |
Class of Stock [Line Items] | |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | (31,381,152) |
Series A, Series B, And Series C, Redeemable Convertible Preferred Stock | |
Class of Stock [Line Items] | |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | (134,276,690) |
Class B common stock | |
Class of Stock [Line Items] | |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 134,276,690 |
Initial Public Offering | Class A common stock | |
Class of Stock [Line Items] | |
Shares issued in initial public offering (in shares) | 40,250,000 |
Aggregate proceeds received from initial public offering, net of underwriters' discounts and commissions | $ | $ 565 |
Underwriters' Option | Class A common stock | |
Class of Stock [Line Items] | |
Shares issued in initial public offering (in shares) | 5,250,000 |
Price per share in initial public offering (in dollars per share) | $ / shares | $ 15 |
Former Employees | Class A common stock | Conversion of Class B to Class A common stock | |
Class of Stock [Line Items] | |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 15,198,587 |
Former Employees | Class B common stock | Conversion of Class B to Class A common stock | |
Class of Stock [Line Items] | |
Conversion of redeemable convertible preferred stock to common stock upon initial public offering (in shares) | 15,198,587 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | May 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease right-of-use assets | $ 50,000 | $ 45,106 | $ 0 | ||
Operating lease liability | 52,800 | 46,940 | |||
Derecognition of deferred rent | 2,800 | ||||
Derecognition of build-to-suit lease | 9,900 | $ 9,886 | $ 0 | ||
Derecognition of lease financing obligation | 10,500 | ||||
Cumulative effect adjustment from adoption of ASC 842 | 556 | ||||
Convertible senior notes | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Interest rate | 0.75% | 0.75% | |||
Accumulated deficit | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative effect adjustment from adoption of ASC 842 | $ 556 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Subscription and support term length | 1 year | |
Revenue recognized | $ 30.1 | $ 16.3 |
Amortization period | 3 years | |
Minimum | ||
Disaggregation of Revenue [Line Items] | ||
Subscription and support term length | 1 year | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Subscription and support term length | 3 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 114,162 | $ 73,941 | $ 305,133 | $ 203,092 |
Geographic Concentration Risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Sales Channel Concentration Risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Channel partners | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 12,159 | $ 6,554 | $ 31,471 | $ 18,413 |
Channel partners | Sales Channel Concentration Risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 11.00% | 9.00% | 10.00% | 9.00% |
Direct customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 102,003 | $ 67,387 | $ 273,662 | $ 184,679 |
Direct customers | Sales Channel Concentration Risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 89.00% | 91.00% | 90.00% | 91.00% |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 59,277 | $ 37,605 | $ 151,970 | $ 101,571 |
United States | Geographic Concentration Risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 52.00% | 51.00% | 50.00% | 50.00% |
Europe, Middle East, and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 27,943 | $ 17,652 | $ 76,961 | $ 48,275 |
Europe, Middle East, and Africa | Geographic Concentration Risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 25.00% | 24.00% | 25.00% | 24.00% |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 19,634 | $ 13,993 | $ 55,827 | $ 39,782 |
Asia Pacific | Geographic Concentration Risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 17.00% | 19.00% | 18.00% | 20.00% |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 7,308 | $ 4,691 | $ 20,375 | $ 13,464 |
Other | Geographic Concentration Risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of Revenue | 6.00% | 6.00% | 7.00% | 6.00% |
Revenue - Deferred Contract Acq
Revenue - Deferred Contract Acquisition Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Capitalized Contract Cost [Roll Forward] | ||||
Beginning balance | $ 33,880 | $ 19,482 | $ 25,184 | $ 15,940 |
Capitalization of contract acquisition costs | 8,457 | 4,477 | 24,615 | 12,923 |
Amortization of deferred contract acquisition costs | (4,623) | (2,818) | (12,085) | (7,722) |
Ending balance | $ 37,714 | $ 21,141 | $ 37,714 | $ 21,141 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2020USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 341.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 76.00% |
Remaining performance obligation, expected timing of satisfaction | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 24.00% |
Remaining performance obligation, expected timing of satisfaction | 3 years |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Cash and Available-for-sale Debt Securities' Amortized Cost, Unrealized Gains (Losses) and Fair Value by Significant Investment Category (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 111,959,000 | $ 138,976,000 |
Amortized Cost | 1,059,498,000 | 643,471,000 |
Unrealized Gain | 673,000 | 190,000 |
Unrealized (Loss) | (27,000) | (53,000) |
Fair Value | 1,060,144,000 | 643,608,000 |
Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 15,100,000 | 24,631,000 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Fair Value | 15,100,000 | 24,631,000 |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Level I | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 105,706,000 | 32,856,000 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Fair Value | 105,706,000 | 32,856,000 |
Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 938,692,000 | 585,984,000 |
Unrealized Gain | 673,000 | 190,000 |
Unrealized (Loss) | (27,000) | (53,000) |
Fair Value | 939,338,000 | 586,121,000 |
Level II | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 153,123,000 | 84,054,000 |
Unrealized Gain | 192,000 | 22,000 |
Unrealized (Loss) | (18,000) | (30,000) |
Fair Value | 153,297,000 | 84,046,000 |
Level II | U.S. treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 623,532,000 | 311,083,000 |
Unrealized Gain | 474,000 | 151,000 |
Unrealized (Loss) | (2,000) | (23,000) |
Fair Value | 624,004,000 | 311,211,000 |
Level II | U.S. government agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 25,667,000 | 95,380,000 |
Unrealized Gain | 7,000 | 17,000 |
Unrealized (Loss) | (7,000) | 0 |
Fair Value | 25,667,000 | 95,397,000 |
Level II | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 136,370,000 | 95,467,000 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Fair Value | 136,370,000 | 95,467,000 |
Cash & Cash Equivalents | Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 111,959,000 | 138,976,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 12,913,000 | 24,631,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Level I | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 99,046,000 | 26,196,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 88,149,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Level II | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Cash & Cash Equivalents | Fair Value, Recurring | Level II | U.S. treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Cash & Cash Equivalents | Fair Value, Recurring | Level II | U.S. government agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 22,549,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Level II | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 65,600,000 |
Available-for-sale securities | Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 939,338,000 | 497,972,000 |
Available-for-sale securities | Fair Value, Recurring | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Available-for-sale securities | Fair Value, Recurring | Level I | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Available-for-sale securities | Fair Value, Recurring | Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 939,338,000 | 497,972,000 |
Available-for-sale securities | Fair Value, Recurring | Level II | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 153,297,000 | 84,046,000 |
Available-for-sale securities | Fair Value, Recurring | Level II | U.S. treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 624,004,000 | 311,211,000 |
Available-for-sale securities | Fair Value, Recurring | Level II | U.S. government agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 25,667,000 | 72,848,000 |
Available-for-sale securities | Fair Value, Recurring | Level II | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 136,370,000 | 29,867,000 |
Restricted Cash | Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 8,847,000 | 6,660,000 |
Restricted Cash | Fair Value, Recurring | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 2,187,000 | 0 |
Restricted Cash | Fair Value, Recurring | Level I | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 6,660,000 | 6,660,000 |
Restricted Cash | Fair Value, Recurring | Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Restricted Cash | Fair Value, Recurring | Level II | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Restricted Cash | Fair Value, Recurring | Level II | U.S. treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Restricted Cash | Fair Value, Recurring | Level II | U.S. government agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Restricted Cash | Fair Value, Recurring | Level II | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized cost of available-for-sale investments with maturities less than one year | $ 910,800,000 | $ 450,200,000 |
Amortized cost of available-for-sale investments with maturities greater than one year | 27,900,000 | 47,700,000 |
Net unrealized gains on investments, net of tax | 600,000 | 100,000 |
Convertible senior notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 774,000,000 | |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unrealized gain | 0 | 0 |
Unrealized loss | $ 0 | $ 0 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Allowance for doubtful accounts | $ 1,500 | $ 1,500 | $ 500 | ||
Bad debt expense | 300 | $ 400 | 2,794 | $ 861 | |
Write-off of uncollectible accounts receivable | $ 400 | $ 400 | $ 1,900 | $ 400 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 13,464 | $ 10,913 |
Deposits | 3,638 | 2,773 |
Other | 5,924 | 3,308 |
Total prepaid expenses and other current assets | $ 23,026 | $ 16,994 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | $ 215,846 | $ 215,846 | $ 168,655 | |||
Less accumulated depreciation and amortization | (93,423) | (93,423) | (67,189) | |||
Total property and equipment, net | 122,423 | 122,423 | 101,466 | |||
Depreciation and amortization expense | 12,100 | $ 7,700 | 32,800 | $ 20,800 | ||
Servers—network infrastructure | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | 114,564 | 114,564 | 84,979 | |||
Buildings | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | 0 | 0 | 13,035 | |||
Buildings | ASC 842 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Change in property and equipment for adoption of new ASU | $ (13,000) | |||||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | 13,525 | 13,525 | 8,692 | |||
Capitalized internal-use software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | 48,047 | 48,047 | 31,171 | |||
Depreciation and amortization expense | 8,700 | $ 4,600 | ||||
Office and computer equipment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | 18,870 | 18,870 | 13,528 | |||
Office furniture | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | 6,736 | 6,736 | 6,124 | |||
Software | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | 2,203 | 2,203 | 1,025 | |||
Depreciation and amortization expense | 3,400 | $ 1,800 | ||||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | 11,472 | 11,472 | 9,870 | |||
Leasehold improvements | ASC 842 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Change in property and equipment for adoption of new ASU | $ 1,600 | |||||
Asset retirement obligation | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gross property and equipment | $ 429 | $ 429 | $ 231 |
Balance Sheet Components - Good
Balance Sheet Components - Goodwill (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Goodwill | $ 17,167,000 | $ 4,083,000 | ||
Goodwill, impairment loss | 0 | $ 0 | ||
S2 Systems Corporation | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Goodwill | $ 13,084,000 | |||
Goodwill acquired during period | $ 13,100,000 |
Balance Sheet Components - Acqu
Balance Sheet Components - Acquired Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 5,600 | $ 5,600 | $ 250 | ||
Accumulated Amortization | 2,100 | 2,100 | 219 | ||
Net Book Value | 3,500 | 3,500 | 31 | ||
Acquired in-process research and development in process | 5,600 | ||||
Amortization of acquired intangible assets | 700 | $ 30 | 2,100 | $ 90 | |
Developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 5,600 | 5,600 | 250 | ||
Accumulated Amortization | 2,100 | 2,100 | 219 | ||
Net Book Value | $ 3,500 | $ 3,500 | $ 31 |
Balance Sheet Components - Esti
Balance Sheet Components - Estimated Future Amortization Expense of Acquired Intangible Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2020 (remaining three months) | $ 700 | |
2021 | 2,800 | |
Net Book Value | $ 3,500 | $ 31 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 21,990 | $ 14,970 |
Accrued expenses | 3,650 | 5,331 |
Customer refunds and credits | 1,560 | 3,328 |
Accrued co-location and bandwidth | 3,979 | 2,696 |
Indemnity holdback | 2,187 | 0 |
Other | 5,264 | 1,989 |
Total accrued expenses and other current liabilities | $ 38,630 | $ 28,314 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued taxes | $ 6,295 | $ 4,862 |
Deferred rent | 0 | 2,342 |
Other | 1,656 | 2,599 |
Total other noncurrent liabilities | $ 7,951 | $ 9,803 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Sublease, remaining lease term | 7 months 6 days | |||
Sublease income | $ 694 | $ 600 | $ 2,111 | $ 1,000 |
Lease not yet commenced, undiscounted amount | $ 15,100 | $ 15,100 | ||
Lease not yet commenced, term of contract | 3 years 2 months 12 days | 3 years 2 months 12 days | ||
Weighted average remaining lease term | 3 years | 3 years | ||
Operating lease, weighted average discount rate, percent | 3.40% | 3.40% | ||
Rent expense | $ 3,100 | $ 8,500 | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, remaining lease term | 4 years 3 months 18 days | |||
Maximum | Co-location Asset Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, remaining lease term | 5 years 9 months 18 days |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 4,802 | $ 14,134 | $ 0 | |
Sublease income | (694) | $ (600) | (2,111) | $ (1,000) |
Total lease cost | $ 4,108 | $ 12,023 |
Leases - Lease Liability Maturi
Leases - Lease Liability Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 |
Leases [Abstract] | ||
2020 (remaining three months) | $ 4,703 | |
2021 | 18,440 | |
2022 | 14,083 | |
2023 | 7,645 | |
2024 | 4,094 | |
Thereafter | 452 | |
Total lease payments | 49,417 | |
Less: Imputed interest | (2,477) | |
Total operating lease liabilities | $ 46,940 | $ 52,800 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments Due Under Prior Guidance (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 18,618 |
2021 | 16,942 |
2022 | 12,423 |
2023 | 6,410 |
2024 | 4,474 |
Thereafter | 10,304 |
Total lease payments | $ 69,171 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 9 Months Ended | |
May 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($)day$ / sharesshares | Sep. 30, 2019USD ($) | |
Debt Instrument [Line Items] | |||
Gross proceeds from issuance of convertible senior notes | $ 562,500,000 | $ 575,000,000 | $ 0 |
Convertible debt, conversion ratio | 0.0267187 | ||
Conversion price (in dollars per share) | $ / shares | $ 37.43 | ||
Convertible debt, equity component | $ 205,300,000 | $ 200,812,000 | |
Issuance cost, equity component | $ 0 | $ 3,734,000 | |
Closing share price (in dollars per share) | $ / shares | $ 41.06 | ||
If-converted value in excess of principal | $ 56,000,000 | ||
Remaining life, convertible debt | 56 months | ||
Shares covered by capped calls (in shares) | shares | 15.4 | ||
Purchases of capped calls related to convertible senior notes | $ 67,333,000 | ||
Class A common stock | |||
Debt Instrument [Line Items] | |||
Capped call, initial strike price (in dollars per share) | $ / shares | $ 37.43 | ||
Capped call, initial cap price (in dollars per share) | $ / shares | $ 57.58 | ||
Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Debt principal amount | $ 575,000,000 | ||
Face amount, additional principal issuable | $ 75,000,000 | ||
Interest rate | 0.75% | 0.75% | |
Issuance cost, liability component | $ 8,000,000 | ||
Issuance cost, equity component | $ 4,500,000 | ||
Measurement Input, Effective Interest Rate | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Measurement input | 0.100 | ||
Scenario One, Prior to February 14, 2025 | |||
Debt Instrument [Line Items] | |||
Conversion requirement, threshold trading days | day | 20 | ||
Conversion requirement, threshold consecutive trading days | day | 30 | ||
Conversion requirement, threshold percentage of stock price trigger | 130.00% | ||
Scenario Two, Prior to February 14, 2025 | |||
Debt Instrument [Line Items] | |||
Conversion requirement, threshold consecutive trading days | day | 5 | ||
Conversion requirement, threshold percentage of stock price trigger | 98.00% | ||
Conversion requirement, threshold business days following consecutive trading days | day | 5 | ||
Scenario Three, Subsequent to May 20, 2023 | |||
Debt Instrument [Line Items] | |||
Conversion requirement, threshold trading days | day | 20 | ||
Conversion requirement, threshold consecutive trading days | day | 30 | ||
Scenario Three, Subsequent to May 20, 2023 | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Conversion requirement, threshold percentage of stock price trigger | 130.00% | ||
Redemption price, percentage | 100.00% | ||
Scenario Four, Fundamental Change | Convertible senior notes | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100.00% |
Debt - Liability Component (Det
Debt - Liability Component (Details) - Convertible senior notes $ in Thousands | Sep. 30, 2020USD ($) |
Debt Instrument [Line Items] | |
Principal | $ 575,000 |
Unamortized debt discount | (193,034) |
Unamortized debt issuance costs | (7,455) |
Carrying amount of the liability component, net | $ 374,511 |
Debt - Equity Component (Detail
Debt - Equity Component (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | May 31, 2020 |
Debt Disclosure [Abstract] | ||
Proceeds allocated to the conversion option (debt discount) | $ 205,290 | |
Less: allocated issuance costs | (4,478) | |
Carrying amount of the equity component, net | $ 200,812 | $ 205,300 |
Debt - Schedule of Interest Com
Debt - Schedule of Interest Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Disclosure [Abstract] | ||||
Coupon interest expense | $ 1,078 | $ 0 | $ 1,629 | $ 0 |
Amortization of debt discount | 8,159 | 0 | 12,256 | 0 |
Amortization of debt issuance costs | 403 | 0 | 609 | 0 |
Total | $ 9,640 | $ 0 | $ 14,494 | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Cost and expenses related to bandwidth and other co-location commitments | $ 13.5 | $ 9.7 | $ 36.6 | $ 26.8 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Purchase Commitments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Open Purchase Agreements | |
Total payments due, open purchase agreements | $ 19,198 |
2020 (remaining three months) | 2,074 |
2021 | 5,815 |
2022 | 3,844 |
2023 | 1,696 |
2024 | 741 |
Thereafter | 5,028 |
Bandwidth and Co-Location Commitments | |
Total payments due, bandwidth and co-location commitments | 45,365 |
2020 (remaining three months) | 6,039 |
2021 | 20,765 |
2022 | 10,151 |
2023 | 4,368 |
2024 | 1,793 |
Thereafter | 2,249 |
Other Commitments | |
Total payments due, other commitments | 2,187 |
2020 (remaining three months) | 0 |
2021 | 2,187 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total Purchase Commitments | |
Total payments due, purchase commitments | 66,750 |
2020 (remaining six months) | 8,113 |
2021 | 28,767 |
2022 | 13,995 |
2023 | 6,064 |
2024 | 2,534 |
Thereafter | $ 7,277 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2012 | Oct. 31, 2011 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 30, 2011 | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 225,000,000 | 225,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Change in fair value of redeemable convertible preferred stock warrant liability | $ 1,200 | $ 0 | $ 1,517 | ||||
Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued from exercise of warrants (in shares) | 174,347 | ||||||
Warrant To Purchase Series B Redeemable Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares subject to purchase from warrant (in shares) | 23,760 | 94,510 | 59,140 | ||||
Proceeds from drawdown | $ 400 | $ 1,600 | |||||
Exercise price of warrants (in dollars per share) | $ 0.34 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) | Sep. 30, 2020vote$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Class A common stock | ||
Class of Stock [Line Items] | ||
Common stock, number of votes per share | vote | 1 | |
Common stock, shares authorized (in shares) | 2,250,000,000 | 2,250,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 233,509,363 | 87,071,783 |
Common stock, shares outstanding (in shares) | 233,509,363 | 87,071,783 |
Class B common stock | ||
Class of Stock [Line Items] | ||
Common stock, number of votes per share | vote | 10 | |
Common stock, shares authorized (in shares) | 315,000,000 | 315,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 73,520,225 | 213,101,364 |
Common stock, shares outstanding (in shares) | 73,520,225 | 213,101,364 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares shares in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 77,351 | 63,284 |
2019 Plan | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 25,165 | 29,048 |
Options | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 19,065 | 21,191 |
Outstanding and unsettled restricted stock units (RSUs) | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 7,700 | 7,175 |
Shares available for issuance under the ESPP | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 5,449 | 5,870 |
Convertible senior notes | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 19,972 | 0 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | Sep. 13, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total grant date fair value for vested options | $ 5,500,000 | $ 3,500,000 | ||||
Issuance of common stock in connection with acquisition (in shares) | 948,000 | |||||
Stock-based compensation expense | $ 14,745,000 | $ 22,911,000 | $ 40,091,000 | $ 25,012,000 | ||
Class A common stock | 2019 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized for issuance (in shares) | 66,661,953 | 66,661,953 | ||||
Number of new shares authorized for issuance (in shares) | 29,335,000 | 29,335,000 | ||||
Number of additional shares authorized for issuance (in shares) | 37,326,953 | 37,326,953 | ||||
Number of shares available for issuance (in shares) | 25,164,731 | 25,164,731 | ||||
Class A and Class B Common Stock | 2019 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Potential increase in number of shares authorized, as a percentage of total common stock outstanding | 5.00% | |||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average grant date fair value for options granted (in dollars per share) | $ 9.74 | $ 4.10 | ||||
Unvested options exercisable (in shares) | 11,929,262 | 11,929,262 | 15,477,903 | |||
Options unrecognized stock-based compensation expense | $ 23,500,000 | $ 23,500,000 | $ 15,800,000 | |||
Weighted-average remaining vesting period | 2 years 9 months 18 days | 2 years 8 months 12 days | ||||
Liability for early exercise of stock options | $ 9,700,000 | $ 9,700,000 | $ 13,300,000 | |||
Number of unvested shares expected to be repurchased (in shares) | 4,354,030 | 5,945,083 | ||||
Options | 2010 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Expiration period | 10 years | |||||
Options | Common stock | 2010 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price of common stock, percentage of fair market value | 100.00% | |||||
Options | Class A common stock | 2019 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cumulative shares granted (in shares) | 1,710,189 | 1,710,189 | ||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Weighted-average remaining vesting period | 3 years 4 months 24 days | 2 years 6 months | ||||
Stock-based compensation expense | $ 10,300,000 | 15,400,000 | $ 27,800,000 | $ 15,400,000 | ||
Unrecognized stock-based compensation expense | $ 109,200,000 | 109,200,000 | $ 53,100,000 | |||
Total grant date fair value for vested shares | $ 19,600,000 | 2,700,000 | ||||
Restricted Stock Units (RSUs) | Class A common stock | 2019 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cumulative shares granted (in shares) | 3,310,238 | 3,310,238 | ||||
Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of unvested restricted stock in connection with acquisition (in shares) | 841,000 | |||||
Restricted stock issued in connection with acquisition, aggregate grant date fair value | $ 1,800,000 | 0 | ||||
Stock-based compensation expense | 4,200,000 | 0 | ||||
Unrecognized stock-based compensation expense | $ 10,200,000 | $ 0 | $ 10,200,000 | $ 0 | ||
Restricted Stock | Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Vesting percentage | 77.80% | |||||
Restricted Stock | Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Shares available for issuance under the ESPP | 2019 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average remaining vesting period | 1 month 6 days | 4 months 24 days | ||||
Unrecognized stock-based compensation expense | $ 500,000 | $ 500,000 | $ 1,000,000 | |||
Maximum ownership percentage threshold for participation | 5.00% | |||||
Maximum contribution percentage per employee | 10.00% | |||||
Shares available for issuance under the ESPP | Class A common stock | 2019 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of additional shares allowable under the plan (in shares) | 5,870,000 | |||||
Purchase price of common stock, percentage of fair value | 85.00% | |||||
Offering period | 6 months | |||||
Purchase period | 6 months | |||||
Maximum number of shares available for repurchase for each employee (in shares) | 1,500 | |||||
Maximum value of shares available for repurchase for each employee | $ 25,000 | |||||
Number of shares repurchased (in shares) | 421,300 | |||||
Shares available for issuance under the ESPP | Class A and Class B Common Stock | 2019 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Potential increase in number of share authorized, as a percentage of total common stock outstanding | 1.00% |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Stock-based Awards (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Shares Subject to Options Outstanding | ||
Stock options outstanding, beginning balance (in shares) | shares | 21,191 | |
Stock options granted (in shares) | shares | 1,710 | |
Stock options exercised (in shares) | shares | (3,587) | |
Stock options cancelled, forfeited, expired (in shares) | shares | (249) | |
Stock options outstanding, ending balance (in shares) | shares | 19,065 | 21,191 |
Stock options vested and expected to vest (in shares) | shares | 19,065 | |
Stock options exercisable (in shares) | shares | 17,361 | |
Weighted- Average Exercise Price per Option | ||
Stock options outstanding, weighted-average exercise price, beginning balance (in dollars per share) | $ / shares | $ 2.30 | |
Stock options granted, weighted-average exercise price (in dollars per share) | $ / shares | 18.05 | |
Stock options exercised, weighted-average exercise price (in dollars per share) | $ / shares | 1.58 | |
Stock options cancelled, forfeited, expired, weighted-averaged exercise price (in dollars per share) | $ / shares | 2.62 | |
Stock options outstanding, weighted-average exercise price, ending balance (in dollars per share) | $ / shares | 3.85 | $ 2.30 |
Stock options vested and expected to vest, weighted-average exercise price (in dollars per share) | $ / shares | 3.85 | |
Stock options exercisable, weighted-average exercise price (in dollars per share) | $ / shares | $ 2.46 | |
Weighted- Average Remaining Contractual Terms (in years) | ||
Stock options outstanding, weighted-average remaining contractual term | 7 years 2 months 12 days | 7 years 4 months 24 days |
Stock options vested and expected to vest, weighted-average remaining contractual term | 7 years 2 months 12 days | |
Stock options exercisable, weighted-average remaining contractual term | 7 years | |
Aggregate Intrinsic Value | ||
Stock options outstanding, aggregate intrinsic value | $ | $ 709,484 | $ 312,720 |
Stock options exercised, aggregate intrinsic value | $ | 90,829 | |
Stock options vested and expected to vest, aggregate intrinsic value | $ | 709,484 | |
Stock options exercisable, aggregate intrinsic value | $ | $ 670,147 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Assumptions Used to Determine the Fair Value of Stock Options Granted (Details) - Options | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years 2 months 12 days |
Expected volatility | 40.30% | 40.30% |
Risk-free interest rate | 0.70% | 2.30% |
Dividend yield | 0.00% | 0.00% |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Restricted Stock and Restricted Stock Units | |
Restricted Stock and RSUs | |
Unvested and outstanding, beginning balance (in shares) | shares | 6,508 |
Forfeited (in shares) | shares | (413) |
Unvested, ending balance (in shares) | shares | 8,524 |
Vested and not yet released (in shares) | shares | 18 |
Outstanding at end of period (in shares) | shares | 8,542 |
Weighted-Average Grant Date Fair Value | |
Unvested, weighted average grant date fair value, beginning balance (in dollars per share) | $ / shares | $ 11.08 |
Forfeited (in dollars per share) | $ / shares | 12.55 |
Unvested, weighted average grant date fair value, ending balance (in dollars per share) | $ / shares | 16.18 |
Vested and not yet released, weighted-average grant date fair value (in dollars per share) | $ / shares | 36.77 |
Outstanding at end of period, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 16.22 |
Restricted Stock Units (RSUs) | |
Restricted Stock and RSUs | |
Granted (in shares) | shares | 3,310 |
Vested (in shares) | shares | (1,723) |
Weighted-Average Grant Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 27.31 |
Vested (in dollars per share) | $ / shares | $ 11.35 |
Restricted Stock | |
Restricted Stock and RSUs | |
Granted (in shares) | shares | 949 |
Vested (in shares) | shares | (107) |
Weighted-Average Grant Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 17.06 |
Vested (in dollars per share) | $ / shares | $ 17.06 |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Fair Value Assumptions for Employee Stock Purchase Plan (Details) - Shares available for issuance under the ESPP | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 8 months 12 days |
Risk-free interest rate | 0.15% | 1.81% |
Expected volatility | 65.20% | 35.60% |
Dividend yield | 0.00% | 0.00% |
Stock-based Compensation - Sc_5
Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 14,745 | $ 22,911 | $ 40,091 | $ 25,012 |
Cost of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 311 | 397 | 858 | 463 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 4,406 | 4,880 | 11,177 | 5,434 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 6,749 | 7,801 | 18,213 | 8,624 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 3,279 | $ 9,833 | $ 9,843 | $ 10,491 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders - Schedule of Computation of Basic and Diluted Earnings per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to common stockholders | $ (26,468) | $ (40,853) | $ (85,349) | $ (77,673) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 301,689 | 118,056 | 298,628 | 96,393 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.09) | $ (0.35) | $ (0.29) | $ (0.81) |
Class A common stock | Common stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to common stockholders | $ (18,119) | $ (4,573) | $ (45,059) | $ (3,588) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 206,528 | 13,215 | 157,656 | 4,453 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.09) | $ (0.35) | $ (0.29) | $ (0.81) |
Class B common stock | Common stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss attributable to common stockholders | $ (8,349) | $ (36,280) | $ (40,290) | $ (74,085) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted (in shares) | 95,161 | 104,841 | 140,972 | 91,940 |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.09) | $ (0.35) | $ (0.29) | $ (0.81) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Schedule of Potential Shares of Common Stock Excluded from Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 47,534 | 34,722 |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 15,363 | 0 |
Shares subject to repurchase | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 4,354 | 6,564 |
Unexercised stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 19,065 | 21,878 |
Unvested restricted stock and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 8,524 | 5,868 |
Shares issuable pursuant to the ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potential shares of common stock excluded from computation of diluted net loss per share attributable to common stockholders (in shares) | 228 | 412 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ (3,504) | $ (212) | $ (5,780) | $ 491 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jan. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | |||
Repayments of notes payable | $ 0.2 | ||
Purchase accounting adjustment | 0.8 | ||
S2 Systems Corporation | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 17.7 | ||
Cash payments to acquire businesses | 13.7 | ||
Cash acquired | 0.1 | ||
Value of shares issued | 1.8 | ||
Consideration held back | $ 2.2 | ||
Consideration holdback period | 18 months | ||
Payments to settle acquiree's outstanding debt | $ 6.9 | ||
Compensation arrangements value | 20.3 | ||
Compensation arrangement with individual, compensation expense | $ 5.7 | $ 1.4 | 4.3 |
Compensation arrangement with individual, recorded liability | $ 10.3 | $ 10.3 | |
Compensation arrangement, weighted-average remaining recognition period | 2 years 6 months | ||
Estimated useful life of acquired developed technology | 2 years |
Business Combinations - Schedul
Business Combinations - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 17,167 | $ 4,083 | |
S2 Systems Corporation | |||
Business Acquisition [Line Items] | |||
Prepaid expenses and other current assets | $ 6 | ||
Developed technology | 5,600 | ||
Goodwill | 13,084 | ||
Total assets acquired | 18,690 | ||
Accrued expenses and other current liabilities | (208) | ||
Other noncurrent liabilities | (782) | ||
Total purchase price | $ 17,700 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Property and Equipment, Net by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 122,423 | $ 101,466 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 77,702 | 59,688 |
Rest of the world | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 44,721 | $ 41,778 |