Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 10, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 14,847 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive Proxy Statement relating to the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2021. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001477333 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 278,481,102 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 45,595,273 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Santa Clara, California |
Auditor Firm ID | 185 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 313,777 | $ 108,895 |
Available-for-sale securities | 1,508,066 | 923,201 |
Accounts receivable, net | 95,543 | 63,499 |
Contract assets | 6,079 | 3,538 |
Restricted cash short-term | 2,958 | 2,591 |
Prepaid expenses and other current assets | 29,433 | 28,230 |
Total current assets | 1,955,856 | 1,129,954 |
Property and equipment, net | 183,736 | 123,688 |
Goodwill | 23,530 | 17,167 |
Acquired intangible assets, net | 1,254 | 2,800 |
Operating lease right-of-use assets | 130,314 | 43,148 |
Deferred contract acquisition costs, noncurrent | 70,320 | 44,176 |
Restricted cash | 4,223 | 6,660 |
Other noncurrent assets | 2,838 | 13,058 |
Total assets | 2,372,071 | 1,380,651 |
Current liabilities: | ||
Accounts payable | 26,086 | 14,485 |
Accrued expenses and other current liabilities | 38,085 | 20,217 |
Accrued compensation | 65,905 | 25,410 |
Operating lease liabilities | 25,175 | 17,717 |
Liability for early exercise of unvested stock options | 4,651 | 8,603 |
Deferred revenue | 116,546 | 54,945 |
Current portion of convertible senior notes, net | 12,117 | 0 |
Total current liabilities | 288,565 | 141,377 |
Convertible senior notes, net | 1,146,877 | 383,275 |
Operating lease liabilities, noncurrent | 109,037 | 27,309 |
Deferred revenue, noncurrent | 4,680 | 1,891 |
Other noncurrent liabilities | 7,114 | 9,859 |
Total liabilities | 1,556,273 | 563,711 |
Commitments and contingencies (Note 8) | ||
Temporary equity, convertible senior notes | 4,439 | 0 |
Stockholders’ Equity | ||
Additional paid-in capital | 1,494,512 | 1,236,993 |
Accumulated deficit | (680,829) | (420,520) |
Accumulated other comprehensive income (loss) | (2,645) | 163 |
Total stockholders’ equity | 811,359 | 816,940 |
Total liabilities, temporary equity and stockholders’ equity | 2,372,071 | 1,380,651 |
Class A common stock | ||
Stockholders’ Equity | ||
Common stock | 277 | 249 |
Class B common stock | ||
Stockholders’ Equity | ||
Common stock | $ 44 | $ 55 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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) | 277,707,635 | 249,401,232 |
Common stock, shares outstanding (in shares) | 277,707,635 | 249,401,232 |
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) | 45,904,227 | 59,238,742 |
Common stock, shares outstanding (in shares) | 45,904,227 | 59,238,742 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 656,426 | $ 431,059 | $ 287,022 |
Cost of revenue | 147,134 | 101,055 | 63,423 |
Gross profit | 509,292 | 330,004 | 223,599 |
Operating expenses: | |||
Sales and marketing | 328,065 | 217,875 | 159,298 |
Research and development | 189,408 | 127,144 | 90,669 |
General and administrative | 119,503 | 91,753 | 81,578 |
Total operating expenses | 636,976 | 436,772 | 331,545 |
Loss from operations | (127,684) | (106,768) | (107,946) |
Non-operating income (expense): | |||
Interest income | 1,970 | 6,588 | 5,787 |
Interest expense | (49,234) | (24,964) | (1,112) |
Loss on extinguishment of debt | (72,234) | 0 | 0 |
Other income (expense), net | (794) | 171 | (1,442) |
Total non-operating income (expense), net | (120,292) | (18,205) | 3,233 |
Loss before income taxes | (247,976) | (124,973) | (104,713) |
Provision for (benefit from) income taxes | 12,333 | (5,603) | 1,115 |
Net loss | $ (260,309) | $ (119,370) | $ (105,828) |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.83) | $ (0.40) | $ (0.72) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.83) | $ (0.40) | $ (0.72) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 312,321 | 299,774 | 146,306 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 312,321 | 299,774 | 146,306 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (260,309) | $ (119,370) | $ (105,828) |
Other comprehensive income (loss): | |||
Change in unrealized gain on investments, net of tax | (2,808) | 102 | 118 |
Other comprehensive income (loss) | (2,808) | 102 | 118 |
Comprehensive loss | $ (263,117) | $ (119,268) | $ (105,710) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital | Accumulated deficit | Accumulated deficitCumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss) | Redeemable convertible preferred stock | Class A common stock | Class A common stockCommon Stock | Class B common stock | Class B common stockCommon Stock |
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-02 [Member] | ||||||||||
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 up initial public offering | $ (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] | |||||||||||
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 up initial public offering (in shares) | 31,381,000 | 134,277,000 | |||||||||
Conversion of redeemable convertible preferred stock to common stock up initial public 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 stock warrants (in shares) | 174,000 | ||||||||||
Conversion of redeemable convertible preferred stock warrants into common stock warrants and issuance of common stock upon exercise of stock warrants | 3,135 | 3,135 | $ 0 | ||||||||
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) | 2,665,000 | 27,000 | 1,736,000 | ||||||||
Issuance of common stock upon exercise of stock options | $ 3,058 | 3,055 | $ 1 | $ 2 | |||||||
Repurchases of unvested common stock (in shares) | (123,000) | ||||||||||
Issuance of common stock related to early exercised stock options (in shares) | 902,000 | ||||||||||
Vesting of shares issued upon early exercise of stock options | 3,668 | 3,668 | |||||||||
Conversion of Class B to Class A common stock (in shares) | 15,414,000 | 15,414,000 | |||||||||
Conversion of Class B to Class A common stock | 0 | $ 15 | $ (15) | ||||||||
Stock-based compensation | 38,602 | 38,602 | |||||||||
Net loss | (105,828) | (105,828) | $ (18,259) | $ (87,569) | |||||||
Other comprehensive income | 118 | 118 | |||||||||
Ending balance (in shares) at Dec. 31, 2019 | 87,072,000 | 213,101,000 | |||||||||
Ending balance at Dec. 31, 2019 | 725,828 | $ 556 | 1,027,179 | (301,706) | $ 556 | 61 | $ 87 | $ 207 | |||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||||||||
Ending balance at Dec. 31, 2020 | 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of common stock in connection with acquisition (in shares) | 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) | 4,451,000 | 4,351,000 | |||||||||
Issuance of common stock upon exercise of stock options | $ 7,457 | 7,453 | $ 4 | ||||||||
Repurchases of unvested common stock (in shares) | (64,000) | ||||||||||
Issuance of common stock related to early exercised stock options (in shares) | 100,000 | ||||||||||
Vesting of shares issued upon early exercise of stock options | 4,744 | 4,742 | $ 2 | ||||||||
Issuance of common stock related to settlement of RSUs (in shares) | 487,000 | 2,446,000 | |||||||||
Issuance of common stock related to settlement of RSUs | 0 | (3) | $ 3 | ||||||||
Tax withholding on RSU settlement (in shares) | (10,000) | (418,000) | |||||||||
Tax withholding on RSU settlement | (8,101) | (8,101) | |||||||||
Conversion of Class B to Class A common stock (in shares) | 160,341,000 | 160,341,000 | |||||||||
Conversion of Class B to Class A common stock | 0 | $ 161 | $ (161) | ||||||||
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) | 640,000 | ||||||||||
Common stock issued under employee stock purchase plan | 10,924 | 10,923 | $ 1 | ||||||||
Tax withholding on common stock issued under employee stock purchase plan (in shares) | (13,000) | ||||||||||
Tax Withholding For Employee Stock Purchase Plan, Value | (376) | (376) | |||||||||
Stock-based compensation | 59,876 | 59,876 | |||||||||
Net loss | (119,370) | (119,370) | $ (70,955) | $ (48,415) | |||||||
Other comprehensive income | 102 | 102 | |||||||||
Ending balance (in shares) at Dec. 31, 2020 | 249,401,232 | 249,401,000 | 59,238,742 | 59,239,000 | |||||||
Ending balance at Dec. 31, 2020 | 816,940 | 1,236,993 | (420,520) | 163 | $ 249 | $ 55 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||||||||
Ending balance at Dec. 31, 2021 | 4,439 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of redeemable convertible preferred stock to common stock up initial public offering (in shares) | 7,559,000 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock up initial public offering | 920,249 | 920,241 | $ 8 | ||||||||
Issuance of common stock in connection with acquisition (in shares) | 9,000 | ||||||||||
Issuance of common stock in connection with acquisition | $ 1,565 | 1,565 | |||||||||
Issuance of unvested restricted stock in connection with acquisition (in shares) | 39,000 | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 4,455,000 | 686,000 | 3,727,000 | ||||||||
Issuance of common stock upon exercise of stock options | $ 21,386 | 21,381 | $ 4 | ||||||||
Repurchases of unvested common stock (in shares) | (75,000) | ||||||||||
Issuance of common stock related to early exercised stock options (in shares) | 42,000 | ||||||||||
Vesting of shares issued upon early exercise of stock options | 3,879 | 3,877 | $ 2 | ||||||||
Issuance of common stock related to settlement of RSUs (in shares) | 1,457,000 | 1,297,000 | |||||||||
Issuance of common stock related to settlement of RSUs | (1) | (3) | $ 1 | $ 1 | |||||||
Tax withholding on RSU settlement (in shares) | (29,000) | ||||||||||
Tax withholding on RSU settlement | (3,634) | (3,634) | |||||||||
Conversion of Class B to Class A common stock (in shares) | 18,372,000 | 18,372,000 | |||||||||
Conversion of Class B to Class A common stock | 0 | $ 18 | $ (18) | ||||||||
Equity component of convertible senior notes, net of issuance costs | 262,077 | 262,077 | |||||||||
Purchases of capped calls related to convertible senior notes | (86,293) | (86,293) | |||||||||
Equity component of extinguishment of convertible senior notes | (965,684) | (965,684) | |||||||||
Temporary equity reclassification | (4,439) | (4,439) | |||||||||
Common stock issued under employee stock purchase plan (in shares) | 260,000 | ||||||||||
Common stock issued under employee stock purchase plan | 14,984 | 14,984 | $ 0 | ||||||||
Stock-based compensation | 93,447 | 93,447 | |||||||||
Net loss | (260,309) | (260,309) | $ (219,939) | $ (40,370) | |||||||
Other comprehensive income | (2,808) | (2,808) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 277,707,635 | 277,708,000 | 45,904,227 | 45,904,000 | |||||||
Ending balance at Dec. 31, 2021 | $ 811,359 | $ 1,494,512 | $ (680,829) | $ (2,645) | $ 277 | $ 44 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | |||
Net loss | $ (260,309) | $ (119,370) | $ (105,828) |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation and amortization expense | 66,607 | 49,387 | 29,479 |
Non-cash operating lease costs | 25,091 | 19,765 | 0 |
Amortization of deferred contract acquisition costs | 29,267 | 17,324 | 10,821 |
Stock-based compensation expense | 90,137 | 56,334 | 36,627 |
Amortization of debt discount and issuance costs | 46,174 | 21,629 | 0 |
Net accretion of discounts and amortization of premiums on available-for-sale securities | 8,357 | 1,642 | (1,801) |
Deferred income taxes | 8,738 | (6,145) | 370 |
Provision for bad debt | 3,804 | 3,368 | 2,488 |
Loss on extinguishment of debt | 72,234 | 0 | 0 |
Exchange of convertible senior notes attributable to the accreted interest related to debt discount | (29,353) | 0 | 0 |
Change in fair value of redeemable convertible preferred stock warrant liability | 0 | 0 | 1,517 |
Other | 511 | 1 | 304 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Accounts receivable, net | (35,848) | (33,000) | (11,200) |
Contract assets | (2,541) | (1,475) | (511) |
Deferred contract acquisition costs | (55,411) | (36,315) | (20,065) |
Prepaid expenses and other current assets | (2,395) | (11,634) | (7,621) |
Other noncurrent assets | 1,534 | (2,268) | (1,575) |
Accounts payable | 2,462 | 1,690 | (1,328) |
Accrued expenses and other current liabilities | 58,897 | 17,075 | 12,334 |
Operating lease liabilities | (23,071) | (20,718) | 0 |
Deferred revenue | 64,390 | 25,189 | 14,610 |
Other noncurrent liabilities | (4,627) | 392 | 2,462 |
Net cash provided by (used in) operating activities | 64,648 | (17,129) | (38,917) |
Cash Flows From Investing Activities | |||
Purchases of property and equipment | (92,986) | (56,375) | (43,289) |
Capitalized internal-use software | (14,752) | (18,587) | (13,990) |
Cash paid for acquisitions, net of cash acquired | (5,605) | (13,941) | 0 |
Purchases of available-for-sale securities | (1,589,265) | (1,267,015) | (537,382) |
Sales of available-for-sale securities | 25,714 | 0 | 1,978 |
Maturities of available-for-sale securities | 967,519 | 840,248 | 174,998 |
Other investing activities | 53 | 397 | 44 |
Net cash used in investing activities | (709,322) | (515,273) | (417,641) |
Cash Flows From Financing Activities | |||
Proceeds from initial public offering, net of underwriting discounts and commissions | 0 | 0 | 570,544 |
Gross proceeds from issuance of convertible senior notes | 1,293,750 | 575,000 | 0 |
Purchases of capped calls related to convertible senior notes | (86,293) | (67,333) | 0 |
Cash consideration paid in exchange of convertible senior debt | (370,647) | 0 | 0 |
Cash paid for issuance costs on convertible senior notes | (19,797) | (12,542) | 0 |
Proceeds from the exercise of stock options | 21,385 | 7,457 | 3,058 |
Proceeds from the early exercise of stock options | 115 | 241 | 2,909 |
Repurchases of unvested common stock | (189) | (157) | (283) |
Payments on note payable | 0 | (200) | (255) |
Proceeds from the issuance of common stock for employee stock purchase plan | 14,984 | 10,923 | 0 |
Proceeds from build-to-suit lease financing obligation drawdown | 63 | ||
Payments of deferred offering costs | 0 | 0 | (5,268) |
Payment of indemnity holdback | (2,188) | 0 | 0 |
Net cash provided by financing activities | 847,486 | 504,912 | 570,768 |
Net increase in cash, cash equivalents, and restricted cash | 202,812 | (27,490) | 114,210 |
Cash, cash equivalents, and restricted cash, beginning of period | 118,146 | 145,636 | 31,426 |
Cash, cash equivalents, and restricted cash, end of period | 320,958 | 118,146 | 145,636 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 3,634 | 2,192 | 786 |
Cash paid for income taxes, net of refunds | 1,546 | 702 | 1,042 |
Cash paid for operating lease liabilities | 22,765 | 20,895 | 0 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | |||
Stock-based compensation capitalized for software development | 3,212 | 3,423 | 1,975 |
Accounts payable and accrued expenses related to property and equipment additions | 13,544 | 3,052 | 3,571 |
Vesting of early exercised stock options | 3,878 | 4,744 | 3,668 |
Deferred offering costs, accrued but not paid | 0 | 0 | 236 |
Indemnity holdback consideration associated with business combinations | 0 | 2,187 | 0 |
Issuance of common stock related to an acquisition | 1,565 | 1,821 | 0 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 109,821 | 9,893 | 0 |
Derecognition of build-to-suit lease | 0 | 9,886 | 0 |
Conversion of redeemable convertible preferred stock to common stock | 0 | 0 | 331,521 |
Conversion of redeemable convertible preferred stock warrant liability reclassified to additional paid-in capital | 0 | 0 | 3,135 |
Issuance of common stock for exchange of convertible senior notes | 920,249 | 0 | 0 |
Outstanding and unsettled restricted stock units (RSUs) | |||
Cash Flows From Financing Activities | |||
Payment of tax withholding obligation | (3,634) | (8,101) | 0 |
Shares issuable pursuant to the ESPP | |||
Cash Flows From Financing Activities | |||
Payment of tax withholding obligation | $ 0 | $ (376) | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
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) is a global cloud services provider that delivers a broad range of services to businesses of all sizes and in all 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’s network serves as a scalable, easy-to-use, unified control plane to deliver security, performance, and reliability across 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 consolidated financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States (U.S. GAAP) 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. Initial Public Offering In September 2019, the Company completed an initial public offering (IPO) in which it issued and sold Class A common stock for net proceeds of $565.0 million, after deducting underwriting discounts and commissions and offering costs. Upon completion of the IPO, all of the Company's outstanding redeemable convertible preferred stock was automatically converted into Class A common stock and Class B common stock. In addition, all of the outstanding warrants to purchase shares of the Company's redeemable convertible preferred stock were automatically converted into outstanding warrants to purchase shares of Class B common stock, and all of the shares of Class B common stock held by former employees were automatically converted into Class A common stock. Use of Estimates The preparation of 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 consolidated financial statements and accompanying notes to the 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 are believed 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 March 1, 2022, the date of issuance of this Annual Report on Form 10-K. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Concentrations of Risks The Company’s revenue is reliant on its customers utilizing Internet-based services. These services can be prone to rapid changes in technology and government regulation. If the Company were unable to keep pace with customers’ needs and continue to improve its technological capabilities, or if another firm were to introduce competitive products, or a government jurisdiction were to enact legislation detrimental to the Company’s business, such an event or events could adversely affect the Company’s operating results. The Company serves its customers from co-location facilities located in various cities and countries around the world. The Company has internal procedures to restore services in the event of disasters at its current co-location facilities. Even with these procedures for disaster recovery in place, the Company’s services could be significantly interrupted during the implementation of restoration procedures. The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, available-for-sale securities, and accounts receivable. Although the Company maintains cash deposits, cash equivalent balances, and available-for-sale securities with multiple financial institutions, the deposits, at times, may exceed federally insured limits. Cash and cash equivalents may be withdrawn or redeemed on demand. The Company believes that the financial institutions that hold its cash and cash equivalents and restricted cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company also maintains investments in U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds that carry high credit ratings and accordingly, minimal credit risk exists with respect to these balances. Cash equivalents consist of money market funds, commercial paper, and corporate bonds which are invested through financial institutions in the United States. The Company’s accounts receivable are derived from net revenue to customers located throughout the world. The Company grants credit to its customers in the normal course of business. For the years ended December 31, 2021, 2020, and 2019, no customer accounted for more than 10% of the Company’s revenue. No customer represented 10% or more of accounts receivable, net as of December 31, 2021 and 2020. 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 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to performance obligations in the contract 5. Recognize revenue when or as the Company satisfies a performance obligation 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’s performance obligation primarily consists of subscription and support services that are provided over the same service period. 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 is probable to 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 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 network and products in a given period and is recognized as revenue in the period in which the usage occurs. Subscription and Support Revenue The Company generates revenue primarily from sales to its customers of subscriptions to access its network and products, 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 network and products at any time. Instead, customers are granted continuous access to the Company’s global network and products over the contractual period. Access to the Company’s network 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 network and products in a given period and is recognized as revenue in the period in which the usage occurs. The subscription and support term contracts for the Company’s contracted customers, typically range from one 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 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 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. Accounts Receivable and Allowance Accounts receivable are recorded at the invoiced amount and are non-interest bearing. Accounts receivable are stated at their net realizable value, net of a sales allowance and an allowance for doubtful accounts. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company establishes a sales allowance at the time of revenue recognition based on its history of adjustments and credits provided to customers. In determining the necessary allowance for doubtful accounts, the Company considers the current aging and financial condition of its customers, the amount of receivables in dispute, and current payment patterns. Accounts receivable are written off against the allowance when management determines a balance is uncollectible and the Company no longer actively pursues collection of the receivable. The Company does not have any off-balance-sheet credit exposure related to its customers. Cost of Revenue Cost of revenue consists primarily of expenses that are directly related to providing the Company's service to its paying customers. These expenses include expenses related to operating in co-location facilities, network and bandwidth costs, depreciation of the Company's equipment located in co-location facilities, certificate authority services costs for paying customers, related overhead costs, the amortization of the Company's capitalized internal- use software, and the amortization of acquired developed technologies. Cost of revenue also includes employee-related costs, including salaries, bonuses, benefits, and stock-based compensation for employees whose primary responsibilities relate to supporting the Company's paying customers and delivering paid customer support. Other costs included in cost of revenue include credit card fees related to processing customer transactions and allocated overhead costs. Research and Development The Company charges costs related to research, design, and development of products to research and development expense in the consolidated statements of operations as incurred. Research and development expenses support the Company's efforts to add new features to its existing offerings and to ensure the security, performance, and reliability of its global network. The majority of the Company's research and development expenses result from employee-related costs, including salaries, bonuses and benefits, consulting costs, depreciation of equipment used in research and development, and allocated overhead costs. Advertising Expense Advertising costs are charged to sales and marketing expense in the consolidated statements of operations as incurred. Advertising expense for the years ended December 31, 2021, 2020, and 2019 was $36.2 million, $25.0 million, and $18.8 million, respectively. Stock-based Compensation The Company measures and recognizes stock-based compensation expense based on the grant date fair value of the awards. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model. The grant date fair value of restricted stock units (RSUs) is estimated based on the fair value of the Company's underlying common stock. The grant date fair value and the stock-based compensation expense related to purchase rights issued under the 2019 Employee Stock Purchase Plan (ESPP) is estimated using the Black-Scholes option pricing model and is based on the estimated number of awards as of the beginning of the offering period, respectively. The Black-Scholes option pricing model requires the use of highly subjective assumptions, including the award’s expected term, the fair value of the underlying common stock, the expected volatility of the price of the common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the stock-based awards are management’s best estimates and involve inherent uncertainties and the application of judgment. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, it has based its expected term on the simplified method available under U.S. GAAP. Stock-based compensation expense for awards with service-based vesting only is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years. The Company accounts for forfeitures as they occur. Prior to the IPO, the fair value of the Company's common stock for financial reporting purposes was determined considering numerous objective and subjective factors and required judgment to determine the fair value of common stock as of each grant date. Subsequent to the IPO, the Company determines the fair value using the market closing price of its Class A common stock on the date of grant. Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying the enacted statutory tax rates applicable to future years to differences between the carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The measurement of deferred tax assets is reduced, when necessary, by a valuation allowance to amounts that are more likely than not to be realized. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Foreign Currency Remeasurement The Company's functional currency of its foreign subsidiaries is the U.S. dollar. The monetary assets and liabilities that are denominated in a currency other than the U.S. dollar of the Company's foreign subsidiaries are remeasured into U.S. dollars at the exchange rate on the balance sheet date, while nonmonetary items are remeasured at historical rates. Revenue and expenses are remeasured at average exchange rates during the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense), net in the consolidated statements of operations. The Company recognized remeasurement losses of $0.4 million, $0.9 million and $0.2 million for the years ended December 31, 2021 and 2020, and 2019, respectively. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with an original maturity from the date of purchase of 90 days or less. Restricted Cash The Company's restricted cash is primarily related to securing letters of credit in connection with our operating leases. Restrictions typically lapse at the end of the lease term, and the Company classifies restricted cash as current or non-current based on the remaining term of the restriction. Available-for-sale securities The Company’s available-for-sale securities consist of U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds. The Company has designated all securities held by it as available-for-sale and therefore, such securities are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive loss on the consolidated balance sheets. For securities sold prior to maturity, the cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of available-for-sale securities are recorded in other income (expense), net in the consolidated statements of operations. A ll securities are classified within current assets as such securities can be liquidated to fund current operations without penalty. Other-than-temporary impairment All of the Company’s investments are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is determined to be other-than-temporary. Factors considered in determining whether a loss is temporary include the extent and length of time the investment’s fair value has been lower than its cost basis, the financial condition and near-term prospects of the investee, the extent of the loss related to 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 prior to the expected recovery of the investment’s amortized cost basis. No such impairment charges were recorded during the years ended December 31, 2021, 2020, and 2019. Fair Value Measurements The Company's available-for-sale securities are recorded at fair value. The Company’s cash and cash equivalents and restricted cash are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable, and accrued expenses approximates fair value due to their short-term nature. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which is generally as follows: Useful Lives Servers—network infrastructure 4 years Buildings 30 years Office and computer equipment 3 years Office furniture 3 years Software 3 years Leasehold improvements Lesser of useful life or term of lease Asset retirement obligation Lesser of useful life or term of lease Expenditures for maintenance and repairs are expensed as incurred. Capitalized Internal-Use Software Development Costs Certain development costs related to the Company’s global network and products during the application development stage are capitalized. Costs incurred in the preliminary stages of development are analogous to research and development activities and are expensed as incurred. The preliminary stage includes such activities as conceptual formulation of alternatives, evaluation of alternatives, determination of existence of needed technology, and final selection of alternatives. Once the application development stage is reached, internal and external costs are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recorded as part of property and equipment, net. Capitalized internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years, and is recorded as cost of revenue in the consolidated statements of operations. 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 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 consolidated statements of operations. Convertible Senior Notes The Company accounts for its 0.75% Convertible Senior Notes due 2025 (the 2025 Notes) and its 0.00% Convertible Senior Notes due 2026 (the 2026 Notes and together with the 2025 Notes, 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 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. Issuance costs attributable to the liability component are being amortized over the contractual term of the Notes. Transactions involving contemporaneous exchanges of cash between the same debtor and creditor in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation by the debtor should be evaluated for an exchange transaction if the exchange is determined to have substantially different terms. For exchange transactions that are considered an extinguishment of debt, the total consideration for such an exchange is separated into liability and equity components by estimating the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The gain or loss on extinguishment of the debt is subsequently determined by comparing repurchase consideration allocated to the liability component to the sum of the carrying value of the liability component, net of the proportionate amounts of unamortized debt discount and remaining unamortized debt issuance costs. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. At December 31, 2021 and 2020, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. The Company did not recognize any goodwill impairment charges for any of the periods presented. Intangible assets are carried at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company estimates the useful life by estimating the expected period of economic benefit. The estimated useful life of the Company’s acquired developed technology intangible assets is two years. Indefinite lived intangibles are assessed annually for impairment, which includes an assessment of whether there were any triggering events that required an impairment assessment of the Company’s definite lived intangible assets, and whether it was more likely than not that the Company’s indefinite lived intangible asset was impaired. The Company performed an evaluation for impairment and determined there were no impairments for the years ended December 31, 2021, 2020, and 2019. Impairment of Long-Lived Assets The Company evaluates long-lived assets, which include depreciable tangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. The recoverability of these assets is measured by comparing the carrying amounts to the future undiscounted cash flows these assets are expected to generate. The Company recognizes an impairment in the event the carrying amount of such assets exceeds the fair value attributable to such assets. There were no events or changes in circumstances that indicated the long-lived assets were impaired during any of the periods presented. Operating Leases The Company enters into 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 is, or 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 for a period of time. All of the Company's leases are classified as operating leases. At lease commencement, the Company recognizes right-of-use assets, operating lease liabilities, and operating lease liabilities, noncurrent in the Company’s consolidated balance sheets, with the exception of short-term leases with an original term of 12 months or less. Right-of-use assets represent the Company's right to use an underlying asset for the lease term including any renewal options that it is reasonably certain to exercise. The Company generally uses the base, non-cancelable lease term when initially recognizing the right-of-use assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. A lease may be modified subsequent to its initial measurement for changes in reasonably certain holding period related to significant events. Such events include, but are not limited to, significant leasehold improvements, and points in time when the Company elects to exercise an option that it was not previously reasonably certain to exercise. Operating lease liabilities represent the present value of the Company's obligation to make payments arising from the lease. Right-of-use assets are initially measured based on the corresponding lease liability adjusted for ( i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives received, incurred or payable under the lease. Right-of-use assets are periodically reviewed for impairment. Lease liabilities are initially measured at the present value of total minimum lease payments not yet paid. 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. Minimum lease payments consist of the fixed payments under the arrangement and variable payments that depend on an underlying index or rate, less any lease incentives such as tenant improvement allowanc es not yet received at commencement date. Variable lease costs that do not 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. The Company's operating lease arrangements contain both lease and non-lease components. At inception of an arrangement for co-location assets related to space and equipment located in co-location facilities, the Company allocates the consideration to the lease and non-lease components and recognizes a right-of-use asset and corresponding lease liability for only the lease components. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease. Legal Contingencies The Company accrues a liability for an estimated loss for legal contingencies if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. The Company believes there are no legal proceedings pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for multiple classes of common stock and participating securities. The Company considers its previously outstanding redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended December 31, 2021, 2020, and 2019 were not allocated to these participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share proportionately in the Company’s net losses. Prior to the completion of the IPO, there were no shares of Class A common stock issued and outstanding. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Vested RSUs that have not been settled have been included in the appropriate common share class used to calculate basic net loss per share. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including awards under the Company's equity incentive plans. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Segment and Geographic Information The Company has one reportable and operating segment. Financial information about the Company’s operating segment and geographic areas is presented in Note 14 to t hese consolidated financial statements. Recent Accounting Pronouncements 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. This ASU removes the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. Consequently, convertible debt will be accounted for as a single liability measured at |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue Subscription and support revenue is recognized over time and accounted for substantially all of the Company’s revenue for the years ended December 31, 2021, 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 network and products: Year Ended December 31, 2021 2020 2019 (dollars in thousands) Amount Percentage Amount Percentage Amount Percentage United States $ 342,578 52 % $ 218,191 51 % $ 144,575 50 % Europe, Middle East, and Africa 172,129 26 % 109,274 25 % 68,418 24 % Asia Pacific 96,537 15 % 76,177 18 % 55,131 19 % Other 45,182 7 % 27,417 6 % 18,898 7 % Total $ 656,426 100 % $ 431,059 100 % $ 287,022 100 % The following table summarizes the revenue from contracts by type of customer: Year Ended December 31, 2021 2020 2019 (in thousands) Amount Percentage Amount Percentage Amount Percentage Channel partners $ 73,802 11 % $ 45,300 11 % $ 26,496 9 % Direct customers 582,624 89 % 385,759 89 % 260,526 91 % Total $ 656,426 100 % $ 431,059 100 % $ 287,022 100 % 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 years ended December 31, 2021, 2020, and 2019 the Company recognized revenue of $55.3 million, $31.3 million, and $16.8 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. The following table summarizes the activity of the deferred contract acquisition costs: Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 44,176 $ 25,184 $ 15,940 Capitalization of contract acquisition costs 55,411 36,316 20,065 Amortization of deferred contract acquisition costs (29,267) (17,324) (10,821) Ending balance $ 70,320 $ 44,176 $ 25,184 The Company did not recognize any impairment losses of deferred contract acquisition costs during the periods presented. Remaining Performance Obligations As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $623.9 million. As of December 31, 2021, the Company expected to recognize 77% of its remaining performance obligations as revenue over the next 12 months with the remainder recognized thereafter. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
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 and restricted cash are comprised of highly liquid money market funds. 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 short-term, restricted cash, or available-for-sale securities as of December 31, 2021 and 2020. (in thousands) Reported as: December 31, 2021 Amortized Unrealized Unrealized Fair Value Cash & Cash Equivalents Available-for-sale Securities Restricted Cash (Current and Non-Current) Cash $ 64,542 $ — $ — $ 64,542 $ 64,021 $ — $ 521 Level I: Money market funds 253,075 — — 253,075 246,415 — 6,660 Level II: Corporate bonds 202,774 16 (289) 202,501 3,341 199,160 — U.S. treasury securities 960,278 2 (2,298) 957,982 — 957,982 — U.S. government agency securities — — — — — — — Commercial paper 350,924 — — 350,924 — 350,924 — Subtotal 1,513,976 18 (2,587) 1,511,407 3,341 1,508,066 — Total assets measured at fair value on a recurring basis $ 1,831,593 $ 18 $ (2,587) $ 1,829,024 $ 313,777 $ 1,508,066 $ 7,181 (in thousands) Reported as: December 31, 2020 Amortized Unrealized Unrealized Fair Value Cash & Cash Equivalents Available-for-sale Securities Restricted Cash (Current and Non-Current) Cash $ 22,114 $ — $ — $ 22,114 $ 19,523 $ — $ 2,591 Level I: Money market funds 71,038 — — 71,038 64,378 — 6,660 Level II: Corporate bonds 169,324 43 (26) 169,341 — 169,341 — U.S. treasury securities 576,652 223 (4) 576,871 — 576,871 — U.S. government agency securities 15,617 4 (1) 15,620 — 15,620 — Commercial paper 186,363 — — 186,363 24,994 161,369 — Subtotal 947,956 270 (31) 948,195 24,994 923,201 — Total assets measured at fair value on a recurring basis $ 1,041,108 $ 270 $ (31) $ 1,041,347 $ 108,895 $ 923,201 $ 9,251 As of December 31, 2021 and 2020 , the Company had $6.7 million in total restricted cash related to irrevocable standby letters of credit established according to the requirements under lease agreements. 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 December 31, 2021 and 2020. 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 wa s $966.3 million and $866.5 million as of December 31, 2021 and 2020, respectively. The amortized cost of available-for-sale investments with maturities greater than one year was $544.4 million and $56.5 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, net unrealized loss on investments were $2.7 million net of tax and were included in accumulated other comprehensive income (loss) on the consolidated balance sheets. As of December 31, 2020, net unrealized gains on investments were $0.2 million net of tax and were included in accumulated other comprehensive income (loss) on the 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 December 31, 2021, the Company's investment portfolio consisted of investment grade securities with an average credit rating of AA. The Company carries the 2026 Notes issued in August 2021 at face value less the unamortized discount and issuance costs on its consolidated balance sheets and presents that fair value for disclosure purposes only. As of December 31, 2021, the fair value of the 2026 Notes was $1,397.3 million. The fair value of the 2026 Notes, which are classified as Level II financial instruments, was determined based on the quoted bid prices of the 2026 Notes in an over-the-counter market on the last trading day of the reporting period. The Company carries the 2025 Notes issued in May 2020 at face value less the unamortized discount and issuance costs on its consolidated balance sheets and presents that fair value for disclosure purposes only. As of December 31, 2021 , the fair value of the 2025 Notes was $613.8 million. The fair value of the 2025 Notes, which are classified as Level II financial instruments, was determined based on the quoted bid prices of the 2025 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 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 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). There were no financial instruments classified as Level III of the fair value hierarchy as of December 31, 2021 and December 31, 2020. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount and are non-interest bearing. Accounts receivable are stated at their net realizable value, net of a sales allowance and an allowance for doubtful accounts. Activity in the allowance for doubtful accounts was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 1,703 $ 533 $ 160 Provision for bad debt 3,735 3,368 2,488 Write-off of uncollectible accounts receivable (2,794) (2,198) (2,115) Ending balance $ 2,644 $ 1,703 $ 533 Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2021 2020 (in thousands) Property and equipment: Servers—network infrastructure $ 151,462 $ 108,988 Construction in progress 41,424 11,242 Capitalized internal-use software 63,331 49,618 Office and computer equipment 24,451 17,867 Office furniture 5,927 5,657 Software 4,032 1,808 Leasehold improvements 12,892 10,686 Asset retirement obligation 430 430 Gross property and equipment 303,949 206,296 Less accumulated depreciation and amortization (120,213) (82,608) Total property and equipment, net $ 183,736 $ 123,688 Depreciation and amortization expense on property and equipment for the years ended December 31, 2021, 2020, and 2019 was $62.3 million, $45.9 million, and $29.4 million, respectively. This includes amortization expense for capitalized internal-use software which totaled $17.9 million, $12.6 million and $6.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. Goodwill As of December 31, 2021 and 2020, the Company's goodwill was $23.5 million and $17.2 million, respectively. During the years ended December 31, 2021 and 2020 , the Company recorded $6.4 million and $13.1 million of goodwill in connection with the acquisitions of Zaraz, Inc. (Zaraz) and S2 Systems Corporation (S2), respectively. For further details on these acquisitions, refer to Note 13 to these consolidated financial statements. No goodwill impairments were recorded during the years ended December 31, 2021 and 2020 . Acquired Intangible Assets, Net Acquired intangible assets, net consisted of the following: December 31, 2021 Gross Carrying Accumulated Net Book (in thousands) Developed technology $ 7,000 $ 5,746 $ 1,254 Total acquired intangible assets, net $ 7,000 $ 5,746 $ 1,254 December 31, 2020 Gross Carrying Accumulated Net Book (in thousands) Developed technology $ 5,600 $ 2,800 $ 2,800 Total acquired intangible assets, net $ 5,600 $ 2,800 $ 2,800 During the fiscal years ended December 31, 2021 and 2020, the Company recorded $1.4 million and $5.6 million of developed technology in connection with the acquisitions of Zaraz and S2, respectively. For further details on these acquisitions, refer to Note 13 of these consolidated financial statements. Amortization of acquired intangible assets for the years ended December 31, 2021, 2020, and 2019 was $2.9 million, $3.1 million, and $0.1 million, respectively. As of December 31, 2021, the estimated future amortization expense of acquired intangible assets was as follows: Estimated (in thousands) Years ending December 31, 2022 $ 700 2023 $ 554 Total $ 1,254 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company's lease portfoli o consists of real estate and co-location agreements in the United States and internationally. The real estate leases include leases for office space and have remaining lease terms of up to 9.6 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 7.0 years. All of the Company's leases are classified as operating leases. On July 6, 2021, the Company entered a triple net lease (the Austin Lease) for 128,195 square feet of office space in Austin, Texas. The Austin Lease has an accounting lease term of 121 months plus two options to renew for five years each at 100% market rate. At lease commencement, it was not reasonably certain that these renewal options will be exercised. The total fixed payments per the terms of the Austin Lease are approximately $46.2 million plus the Company's share of operating costs for the maturity of the lease. During the year ended December 31, 2021, the reasonably certain holding period for three real estate leases was modified as the Company became reasonably certain that the renewal options for these agreements would be exercised. The reasonably certain holding period for these leases increased by their respective renewal term lengths, which amounted to an additional undiscounted cash payment of $53.8 million based on the terms of their existing agreements. The Company also subleased one of its leased office spaces. The lease term of the sublease terminated during the year ended December 31, 2021. Sublease income, which is recorded as a reduction of rent expense was $1.1 million and $2.8 million for the years ended December 31, 2021 and 2020, respectively. The components of lease cost related to the Company's operating leases included in the consolidated statements of operations were as follows: Year Ended December 31, 2021 2020 (in thousands) Operating lease cost $ 25,091 $ 19,544 Sublease income (1,096) (2,829) Total lease cost $ 23,995 $ 16,715 Variable lease cost and short-term lease cost for the years ended December 31, 2021 and 2020 were not material. As of December 31, 2021, the Company had $38.5 million of total undiscounted future payments under operating leases that have not yet commenced, which were not included on the consolidated balance sheets. These operating leases will commence between January 2022 and July 2026 and have an average lease term of 4.3 years. As of December 31, 2021 and 2020 the weighted-average remaining term of the Company’s operating leases was 6.1 years and 2.8 years, respectively, and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 3.5% and 3.1%, respectively. Maturities of the operating lease liabilities as of December 31, 2021 are as follows: December 31, 2021 (in thousands) 2022 $ 28,080 2023 26,536 2024 24,685 2025 18,294 2026 16,317 Thereafter 37,428 Total lease payments $ 151,340 Less: Imputed interest $ (17,128) Total operating lease liabilities $ 134,212 Maturities of the operating lease liabilities as of December 31, 2020 were as follows: December 31, 2020 (in thousands) 2021 $ 18,750 2022 14,784 2023 8,357 2024 4,552 2025 557 Thereafter 92 Total lease payments $ 47,092 Less: Imputed interest $ (2,066) Total operating lease liabilities $ 45,026 |
Leases | Leases The Company's lease portfoli o consists of real estate and co-location agreements in the United States and internationally. The real estate leases include leases for office space and have remaining lease terms of up to 9.6 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 7.0 years. All of the Company's leases are classified as operating leases. On July 6, 2021, the Company entered a triple net lease (the Austin Lease) for 128,195 square feet of office space in Austin, Texas. The Austin Lease has an accounting lease term of 121 months plus two options to renew for five years each at 100% market rate. At lease commencement, it was not reasonably certain that these renewal options will be exercised. The total fixed payments per the terms of the Austin Lease are approximately $46.2 million plus the Company's share of operating costs for the maturity of the lease. During the year ended December 31, 2021, the reasonably certain holding period for three real estate leases was modified as the Company became reasonably certain that the renewal options for these agreements would be exercised. The reasonably certain holding period for these leases increased by their respective renewal term lengths, which amounted to an additional undiscounted cash payment of $53.8 million based on the terms of their existing agreements. The Company also subleased one of its leased office spaces. The lease term of the sublease terminated during the year ended December 31, 2021. Sublease income, which is recorded as a reduction of rent expense was $1.1 million and $2.8 million for the years ended December 31, 2021 and 2020, respectively. The components of lease cost related to the Company's operating leases included in the consolidated statements of operations were as follows: Year Ended December 31, 2021 2020 (in thousands) Operating lease cost $ 25,091 $ 19,544 Sublease income (1,096) (2,829) Total lease cost $ 23,995 $ 16,715 Variable lease cost and short-term lease cost for the years ended December 31, 2021 and 2020 were not material. As of December 31, 2021, the Company had $38.5 million of total undiscounted future payments under operating leases that have not yet commenced, which were not included on the consolidated balance sheets. These operating leases will commence between January 2022 and July 2026 and have an average lease term of 4.3 years. As of December 31, 2021 and 2020 the weighted-average remaining term of the Company’s operating leases was 6.1 years and 2.8 years, respectively, and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 3.5% and 3.1%, respectively. Maturities of the operating lease liabilities as of December 31, 2021 are as follows: December 31, 2021 (in thousands) 2022 $ 28,080 2023 26,536 2024 24,685 2025 18,294 2026 16,317 Thereafter 37,428 Total lease payments $ 151,340 Less: Imputed interest $ (17,128) Total operating lease liabilities $ 134,212 Maturities of the operating lease liabilities as of December 31, 2020 were as follows: December 31, 2020 (in thousands) 2021 $ 18,750 2022 14,784 2023 8,357 2024 4,552 2025 557 Thereafter 92 Total lease payments $ 47,092 Less: Imputed interest $ (2,066) Total operating lease liabilities $ 45,026 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2026 Convertible Senior Notes In August 2021, the Company issued $1,293.8 million aggregate principal amount of the 2026 Notes in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act, including the initial purchasers’ exercise in full of their option to purchase an additional $168.8 million aggregate principal amounts of the 2026 Notes. The total proceeds from the issuance of the 2026 Notes, net of initial purchaser discounts and commissions and debt issuance costs, were $1,274.0 million. The 2026 Notes are senior unsecured obligations of the Company and will mature on August 15, 2026, unless earlier redeemed, repurchased, or converted, and are governed by the terms of the indenture dated August 13, 2021 (the 2026 Indenture). The 2026 Notes are 0% convertible senior notes and therefore do not bear regular cash interest. The 2026 Notes are convertible at an initial conversion rate of 5.2263 shares of the Company's Class A common stock per $1,000 principal amount of the 2026 Notes, which is equivalent to an initial conversion price of approximately $191.34 per share, subject to adjustment upon the occurrence of specified events in accordance with the terms of the 2026 Indenture. The 2026 Notes may be converted at any time on or after May 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2026 Notes may convert all or any portion of their 2026 Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2026 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (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; (2) 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 2026 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; (3) if the Company calls such 2026 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. None of the circumstances described in the paragraphs above were met during the fourth quarter of 2021. In addition, if the 2026 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 2026 Notes converted in connection with such a corporate event or during the related redemption period, as the case may be, in certain circumstances set forth in the 2026 Indenture. 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 2026 Notes in cash. The Company may not redeem the 2026 Notes prior to August 20, 2024. The Company may redeem for cash all or any portion of the 2026 Notes (subject to the partial redemption limitation (as defined below)), at its option, on or after August 20, 2024, 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 2026 Notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. If the Company elects to redeem fewer than all of the outstanding 2026 Notes, at least $100.0 million aggregate principal amount of 2026 Notes must be outstanding and not subject to redemption as of the relevant redemption date. No sinking fund is provided for the 2026 Notes. If the Company undergoes a fundamental change (as defined in the 2026 Indenture), holders of the 2026 Notes may require the Company to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 2026 Notes, the Company separated the 2026 Notes into liability and equity components. The initial carrying amount of the liability component of approximately $1,027.6 million, net of costs incurred, was calculated by using an effective interest rate of 4.65%, which was determined by measuring the fair value of similar debt instruments that did 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 $266.2 million and was determined by deducting the fair value of the liability component from the par value of the 2026 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 over the contractual term of the 2026 Notes. In accounting for the issuance costs related to the 2026 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 $15.7 million (presented as a reduction to the carrying amount of debt) and are being amortized to interest expense over the contractual term of the 2026 Notes. The issuance costs attributable to the equity component were $4.1 million and are netted against the equity component in additional paid-in capital. The net carrying amount of the liability component of the 2026 Notes was as follows: December 31, 2021 (in thousands) Principal $ 1,293,750 Unamortized debt discount (248,179) Unamortized debt issuance costs (14,541) Carrying amount of the liability component, net $ 1,031,030 The net carrying amount of the equity component of the 2026 Notes was as follows: December 31, 2021 (in thousands) Proceeds allocated to the conversion option (debt discount) $ 266,150 Less: allocated issuance costs (4,073) Carrying amount of the equity component, net $ 262,077 Based on the closing price of the Company's Class A common stock of $131.50 on December 31, 2021, the if-converted value of the 2026 Notes does not exceed its principal amount. The remaining life of the 2026 Notes was approximately 56 months as of December 31, 2021. The following table sets forth total interest expense recognized related to the 2026 Notes: Year Ended December 31, 2021 Coupon interest expense $ — Amortization of debt discount 17,971 Amortization of debt issuance costs 1,184 Total $ 19,155 2026 Capped Call Transactions In connection with the offering of the 2026 Notes, the Company entered into privately-negotiated capped call transactions (the 2026 Capped Calls) with certain financial institution counterparties. The 2026 Capped Calls each have an initial strike price of approximately $191.34 per share of the Company's Class A common stock, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. The 2026 Capped Calls each have an initial cap price of approximately $250.94 per share, subject to certain adjustments. The 2026 Capped Calls initially cover, subject to anti-dilution adjustments, approximately 6.8 million shares of the Company's Class A common stock. The 2026 Capped Calls are intended to generally offset potential dilution to the Company's Class A common stock upon conversion of the 2026 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 2026 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 2026 Capped Calls expire in incremental components on each trading date between July 17, 2026 and August 13, 2026. As of December 31, 2021, the terms of the 2026 Capped Calls have not been adjusted. The 2026 Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives. The premium paid for the purchase of the 2026 Capped Calls of $86.3 million was recorded as a reduction to additional paid-in capital on the consolidated balance sheets. 2025 Convertible Senior Notes In May 2020, the Company issued $575.0 million aggregate principal amount of the 2025 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 2025 Notes. The total net proceeds from the issuance of the 2025 Notes, after deducting initial purchaser discounts and debt issuance costs, were $562.5 million. Immediately following the closings of the 2025 Notes Exchange (defined below), $175.0 million in aggregate principal amount of the 2025 Notes remained outstanding. The 2025 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 2025 Indenture and together with the 2026 Indenture, the Indentures). Interest on the 2025 Notes 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 2025 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 2025 Notes, which is equivalent to an initial conversion price of approximately $37.43 per share, subject to adjustment upon the occurrence of specified events in accordance with the terms of the 2025 Indenture. The 2025 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 2025 Notes may convert all or any portion of their 2025 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: (1) during any calendar quarter (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; (2) 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 2025 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; (3) if the Company calls such 2025 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. The circumstances described in paragraph (1) above were met during the fourth quarter of 2021 and as a result, the 2025 Notes are convertible at the option of the holder from January 1, 2022 until March 31, 2022. In addition, if the 2025 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 2025 Notes converted in connection with such a corporate event or during the related redemption period, as the case may be, in certain circumstances set forth in the 2025 Indenture. 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 2025 Notes in cash. The Company may not redeem the 2025 Notes prior to May 20, 2023. The Company may redeem for cash all or any portion of the 2025 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 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2025 Notes. If the Company undergoes a fundamental change (as defined in the 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 2025 Notes, the Company separated the 2025 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 similar debt instruments that did 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 2025 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 over the contractual term of the 2025 Notes. In accounting for the issuance costs related to the 2025 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 2025 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. During the year ended December 31, 2021, certain holders elected to con vert $16.6 million aggregate principal amount of the 2025 Notes, $12.1 million of which has been settled as of March 1, 2022. The principal amount of these conversion requests were settled in cash and any incremental conversion value were settled in shares. The remaining $4.5 million principal amount will be also settled in cash and any incremental conversion value will be settled in shares by the end of the three months ended March 31, 2022. As of December 31, 2021, the Company reclassified the net carrying value of the 2025 Notes of $12.1 million from convertible senior notes, net to current portion of convertible senior notes, net. The difference of $4.4 million between the principal and net carrying amount of the liability component of the 2025 Notes was reclassified from additi onal paid-in capital to temporary equity, convertible senior notes. 2025 Notes Exchange On August 13, 2021, the Company closed privately-negotiated exchange agreements with certain holders of the 2025 Notes to exchange approximately $400.0 million in aggregate principal amount of the 2025 Notes (the 2025 Notes Exchange) for an aggregate of $400.7 million in cash (including accrued interest) and approximately 7.6 million shares of the Company’s Class A common stock (the Exchange Shares) for aggregate consideration of $1,321.0 million. The Company used a portion of the net proceeds from the offering of the 2026 Notes to fund the 2025 Notes Exchange. As a result, the Company recorded a debt extinguishment loss of $72.2 million, representing the difference between the fair value of the liability component of $355.3 million and the carrying value of the 2025 Notes Exchange of $283.1 million at the closing date. The fair value of the liability component was calculated by using an effective interest rate of 4.08%, which was determined by measuring the fair value of similar debt instruments that did not have an associated convertible feature and adjusted to reflect the term of the remaining 2025 Notes. The aggregate consideration of $1,321.0 million was allocated between the fair value of the liability component of $355.3 million and the reacquisition of the equity component of $965.7 million, which was recorded as a reduction to additional paid-in capital and offset by the additional paid-in capital for the Exchange Shares issued. The net carrying amount of the liability component of the 2025 Notes was as follows: December 31, 2021 December 31, 2020 (in thousands) Principal $ 175,000 $ 575,000 Unamortized debt discount (45,382) (184,674) Unamortized debt issuance costs (1,654) (7,051) Carrying amount of the liability component, net $ 127,964 $ 383,275 The net carrying amount of the equity component of the 2025 Notes was as follows: December 31, 2021 December 31, 2020 (in thousands) Proceeds allocated to the conversion option (debt discount) $ 62,480 $ 205,290 Less: allocated issuance costs (1,363) (4,478) Carrying amount of the equity component, net $ 61,117 $ 200,812 Based on the closing price of the Company's Class A common stock of $131.50 on December 31, 2021, the if-converted value of the 2025 Notes exceeded its principal amount by approximately $439.9 million. The remaining life of the 2025 Notes was approximately 41 months as of December 31, 2021. The following table sets forth total interest expense recognized related to the 2025 Notes: Year Ended December 31, 2021 2020 Coupon interest expense $ 3,162 $ 2,707 Amortization of debt discount 25,834 20,616 Amortization of debt issuance costs 1,185 1,013 Total $ 30,181 $ 24,336 2025 Capped Call Transactions In connection with the offering of the 2025 Notes, the Company entered into privately-negotiated capped call transactions (the 2025 Capped Calls and, together with the 2026 Capped Calls, the capped call transactions) with certain financial institution counterparties . The 2025 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 2025 Notes. The 2025 Capped Calls each have an initial cap price of $57.58 per share, subject to certain adjustments. The 2025 Capped Calls initially cover, subject to anti-dilution adjustments, approximately 15.4 million shares of the Company's Class A common stock. The 2025 Capped Calls are intended to generally offset potential dilution to the Company's Class A common stock upon conversion of the 2025 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 2025 Capped Calls are subject to either adjustment or termination upon the occurrence of certain specified events affecting the Company, including a merger event, a |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
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 consolidated balance sheet as of December 31, 2021 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 December 31, 2021. 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 network. Bandwidth and co-location costs for paying customers are recorded as cost of revenue in the consolidated statements of operations and as sales and marketing expense in the consolidated statements of operations for free customers. Such costs totaled $77.1 million, $51.4 million, and $37.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. Refer to the table below for long-term bandwidth and co-location commitments under non-cancelable contracts with various networks and Internet service providers as of December 31, 2021. For the lease components of co-location agreements, refer to Note 6 to these consolidated financial statements. Payments Due by Period as of December 31, 2021 Total 2022 2023 2024 2025 2026 Thereafter (in thousands) Non-cancelable: Open purchase agreements (1) $ 47,643 $ 25,359 $ 9,424 $ 3,208 $ 2,280 $ 2,274 $ 5,098 Bandwidth and other co-location related commitments (2) 92,535 33,033 21,498 14,213 10,017 7,014 6,760 Total $ 140,178 $ 58,392 $ 30,922 $ 17,421 $ 12,297 $ 9,288 $ 11,858 (1) Open purchase commitments are for the purchase of services under non-cancelable contracts. They were not recorded as liabilities on the consolidated balance sheet as of December 31, 2021 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 consolidated balance sheet as of December 31, 2021. 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 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 network 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 products through its network. Although the Company takes precautions to prevent its network and associated products from being accessed or used in violation of such laws, the Company may have inadvertently allowed its network 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 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 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. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020, 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 277,707,635 and 249,401,232 shares of Class A common stock issued and outstanding as of December 31, 2021 and 2020, respectively. The number of shares of Class B common stock issued and outstanding was 45,904,227 and 59,238,742, as of December 31, 2021 and 2020, 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 December 31, 2021 and 2020, 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 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: December 31, 2021 2020 (in thousands) 2025 Notes 6,078 19,972 2026 Notes 10,311 — Stock options issued and outstanding 13,603 18,186 Remaining shares available for issuance under the 2019 Plan 30,761 24,539 Outstanding and unsettled restricted stock units (RSUs) 7,417 7,808 Shares available for issuance under the ESPP 8,056 5,230 Total shares of common stock reserved 76,226 75,735 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
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 com pensation committee of the Company's Board of Directors prior to the applicable January 1. As of December 31, 2021, 9,730,189 stock options to purchase shares of Class A common stock and 7,468,871 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 30,760,857. 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 during the periods presented: Stock Options Outstanding (in thousands, except year and per share data) Shares Subject Weighted- Weighted- Aggregate Balances as of December 31, 2018 25,087 $ 2.18 8.4 $ 159,945 Options granted 394 $ 9.60 Options exercised (2,665) $ 2.24 $ 22,306 Options canceled/forfeited/expired (1,625) $ 2.35 Balances as of December 31, 2019 21,191 $ 2.30 7.4 $ 312,720 Options granted 1,710 $ 18.05 Options exercised (4,451) $ 1.73 $ 142,758 Options canceled/forfeited/expired (264) $ 2.61 Balances as of December 31, 2020 18,186 $ 3.92 7.0 $ 1,310,650 Options granted 100 $ 137.17 Options exercised (4,455) $ 4.83 $ 503,243 Options canceled/forfeited/expired (228) $ 2.67 Balances as of December 31, 2021 13,603 $ 12.47 6.0 $ 1,726,440 Vested and expected to vest as of December 31, 2021 13,601 $ 12.47 6.0 $ 1,726,244 Exercisable as of December 31, 2021 12,545 $ 2.55 5.8 $ 1,617,738 The weighted-average assumptions used to determine the fair value of stock options granted during the periods presented were as follows: Year ended December 31, 2021 2020 2019 Expected term (in years) 6.0 6.0 6.2 Expected volatility 59.6 % 40.3 % 40.3 % Risk-free interest rate 1.3 % 0.7 % 2.3 % Dividend yield — — — The weighted-average grant date fair value of options granted during the years ended December 31, 2021, 2020, and 2019 was $90.50, $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 6,229,524 and 10,765,894 options that were unvested as of December 31, 2021 and 2020, respectively. The total grant date fair value for vested options in the years ended December 31, 2021, 2020, and 2019 was $14.0 million, $7.3 million, and $5.2 million, respectively. As of December 31, 2021 and 2020, there was $20.1 million and $20.6 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 2.3 and 2.6 years, respectively. In December 2021, the Company's Compensation Committee of the Board of Directors (the “Compensation Committee”) granted to the Company’s Chief Executive Officer and President and Chief Operating Officer (each, a “Co-Founder”), a 10-year performance-based stock option that vests and becomes exercisable only if the Company achieves certain stock price milestones and the Co-Founder continues to remain in a primary leadership position with the Company (the “Performance Awards”). The Performance Awards will be submitted for approval of the Company’s stockholders other than the Co-Founders, other executive officers of the Company, and certain of their respective affiliates (the “Disinterested Stockholders”) at the Company's 2022 annual meeting of its stockholders or a special meeting of the Company’s stockholders in 2022. If a majority of the voting power held by the Disinterested Stockholders do not approve the Performance Awards by December 22, 2022, the Performance Awards will be immediately and automatically forfeited. Each Performance Award was granted under the 2019 Plan and consists of a 10-year option to purchase an aggregate of 3,960,000 shares of the Company’s Class A common stock. The exercise price per share subject to the Performance Awards is $136.81, which was the closing sales price of the Company’s Class A common stock on December 22, 2021, the date of grant by the Compensation Committee. As of December 31, 2021, the Performance Awards have not been approved by the Disinterested Stockholders, and accordingly, are not considered granted in accordance with ASC 718. 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 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), any unvested shares of such individual for a repurchase price equal to the amount previously paid by the individual for such unvested shares. As of December 31, 2021 and 2020, the Company had $4.7 million and $8.6 million, respectively, recorded in liability for early exercise of unvested stock options, and the related number of unvested shares subject to repurchase was 2,128,660 and 3,871,772, 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, subject to remaining continuously employed. 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 Zaraz, the Company issued approximately 39,000 shares of restricted stock to some former Zaraz employees who have joined the Company. These shares of restricted stock are subject to vesting on a ratable basis over the three years from the acquisition date, in each case subject to remaining continuously employed. The total stock-based compensation expense for such shares of unvested restricted stock for the year ended December 31, 2021 was not material. As of December 31, 2021, the total unrecognized stock-based compensation expense related to unvested restricted stock was $6.0 million. For further details on the Zaraz acquisition, refer to Note 13 to these consolidated financial statements. 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 years ended December 31, 2021 and 2020, was zero and $1.8 million, respectively. The total stock-based compensation expense for shares of unvested restricted stock for the years ended December 31, 2021 and 2020 was $5.6 million. As of December 31, 2021 and 2020, the total unrecognized stock-based compensation expense related to unvested restricted stock was $3.2 million and $8.8 million, respectively. For further details on the S2 acquisition, refer to Note 13 to these consolidated financial statements. RSU activity under the 2019 Plan and the 2010 Plan for the year ended December 31, 2021 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 4,153 $ 33.13 Granted - Restricted stock 949 $ 17.06 Vested - RSUs (2,286) $ 11.80 Vested - Restricted stock (107) $ 17.06 Forfeited (588) $ 13.18 Unvested as of December 31, 2020 8,629 $ 21.38 Vested and not yet released 21 $ 36.56 Outstanding as of December 31, 2020 8,650 $ 21.41 Granted - RSUs 2,203 $ 108.87 Granted - Restricted stock 48 $ 167.69 Vested - RSUs (2,734) $ 21.17 Vested - Restricted stock (9) $ — Forfeited (681) $ 29.78 Unvested as of December 31, 2021 7,456 $ 47.36 Vested and not yet released — $ — Outstanding as of December 31, 2021 7,456 $ 47.36 The total grant date fair value for vested RSUs were $57.9 million, $27.0 million, and $6.0 for the years ended December 31, 2021, 2020 and 2019, respectively. The total stock-based compensation expense for RSUs were $71.7 million, $39.6 million, and $24.9 for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and 2020, the total unrecognized stock-based compensation expense related to RSUs was $290.3 million and $141.8 million, respectively, that is expected to be recognized over a weighted-average period of 3.3 and 3.5 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 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. During the years ended December 31, 2021 and 2020, respectively, 260,334 and 639,773 shares of Class A common stock were purchased under the ESPP. As of December 31, 2021 and 2020, respectively, the total unrecognized stock-based compensation expense related to the ESPP was $2.6 million and $2.0 million, respectively, that is expected to be recognized over a weighted-average period of 0.4 years. The weighted-average assumptions used to determine the fair value of the ESPP during the periods presented were as follows: Year ended December 31, 2021 2020 2019 Expected term (in years) 0.5 0.5 0.7 Risk-free interest rate 0.1 % 0.1 % 1.8 % Expected volatility 58.9 % 63.1 % 35.5 % Dividend yield — — — Stock-based Compensation Expense The following table sets forth the total stock-based compensation expense included in the Company’s consolidated statements of operations: Year Ended December 31, 2021 2020 2019 (in thousands) Cost of revenue $ 2,583 $ 1,225 $ 716 Sales and marketing 27,277 16,019 8,709 Research and development 44,196 26,090 13,037 General and administrative 16,081 13,000 14,165 Total stock-based compensation expense $ 90,137 $ 56,334 $ 36,627 |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
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: Year Ended December 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B (in thousands, except per share data) Net loss attributable to common stockholders $ (219,939) $ (40,370) $ (70,955) $ (48,415) $ (18,259) $ (87,569) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 263,884 48,437 178,189 121,585 25,243 121,063 Net loss per share attributable to common stockholders, basic and diluted $ (0.83) $ (0.83) $ (0.40) $ (0.40) $ (0.72) $ (0.72) 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: December 31, 2021 2020 2019 (in thousands) 2025 Notes 4,676 15,363 — 2026 Notes 6,762 — — Shares subject to repurchase 2,129 3,872 5,945 Unexercised stock options 13,603 18,186 21,191 Unvested restricted stock and RSUs 7,417 8,629 6,508 Vested and unreleased RSUs — 21 — Shares issuable pursuant to the ESPP 62 133 438 Total 34,649 46,204 34,082 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company's loss before income taxes for the years ended December 31, 2021, 2020, and 2019 were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Domestic $ (272,995) $ (143,320) $ (117,401) Foreign 25,019 18,347 12,688 Total loss before income taxes $ (247,976) $ (124,973) $ (104,713) The components of the Company's provision for (benefit from) income taxes for the years ended December 31, 2021, 2020, and 2019 were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Current expense: Federal $ 722 $ 488 $ 391 State 143 66 29 Foreign 2,730 769 325 Total current provision for income taxes $ 3,595 $ 1,323 $ 745 Deferred expense (benefit): Federal — (641) — State — (140) — Foreign 8,738 (6,145) 370 Total deferred provision for (benefit from) income taxes $ 8,738 $ (6,926) $ 370 Total provision for (benefit from) income taxes $ 12,333 $ (5,603) $ 1,115 A reconciliation of the U.S. federal statutory rate to the Company's effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Expected benefit at U.S. federal statutory rate 21.0 % 21.0 % 21.0 % Foreign income or losses taxed at different rates (2.5) 7.5 0.6 Stock-based compensation 43.6 16.3 (1.2) Change in valuation allowance (66.4) (39.4) (20.5) Withholding taxes (0.3) (0.4) (0.4) Miscellaneous permanent items (0.4) (0.5) (0.6) Total provision for (benefit from) income taxes (5.0) % 4.5 % (1.1) % In 2021, the difference in the Company's effective tax rate and the U.S. federal statutory tax rate was primarily due to the recording of a full valuation allowance on the Company's U.S. and U.K. deferred tax assets, income tax expense related to an acquisition, and income tax expense from profitable foreign jurisdictions. In 2020, the difference in the Company's effective tax rate and the U.S. federal statutory tax rate was primarily due to the recording of a full valuation allowance on the Company's U.S. deferred tax assets, offset by a partial release of the U.S. valuation allowance related to the acquisition of S2, excess tax benefits from stock-based compensation deductions in the U.K., and income tax expense from profitable foreign jurisdictions. In 2019, the difference in the Company's effective tax rate and the U.S. federal statutory tax rate was primarily due to the recording of a full valuation allowance on the Company's U.S. deferred tax assets and income tax expense from profitable jurisdictions. The components of the Company's deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 302,593 $ 116,181 Tax credit carryforwards 29,564 14,780 Operating lease liabilities 32,355 10,322 Business interest carryforwards 16,847 — Stock-based compensation 12,988 10,118 Accrued expenses and reserves 2,769 2,615 Depreciation and amortization 23 4 Other 360 102 Gross deferred tax assets 397,499 154,122 Valuation allowance (269,519) (75,091) Total deferred tax assets $ 127,980 $ 79,031 Deferred tax liabilities: Convertible senior notes (73,265) (43,889) Right-of-use assets (32,122) (10,626) Deferred commissions (16,886) (10,183) Capitalized internal-use software (7,574) (7,405) Depreciation and amortization (1,269) (1,326) Other (2) (2) Total deferred tax liabilities $ (131,118) $ (73,431) Net deferred tax assets (liabilities) $ (3,138) $ 5,600 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. During the year ended December 31, 2021, the Company evaluated and weighed the available evidence, both positive and negative, with respect to the U.K. deferred tax assets and concluded that it was not more likely than not that the assets would be realized. As a result of this change in fact, the Company recorded foreign income tax expense of $7.2 million related to the change in U.K. valuation allowance. There is no valuation allowance associated with any other foreign jurisdiction as of December 31, 2021. A full valuation allowance has been established in the United States and the United Kingdom and no deferred tax assets and related tax benefits have been recognized in the consolidated financial statements. The worldwide valuation allowance as of December 31, 2021 and 2020 was $269.5 million and $75.1 million, respectively. The net change in the worldwide valuation allowance for the years ended December 31, 2021, 2020, and 2019 was an increase of $194.4 million, an increase of $11.6 million and an increase of $25.6 million, respectively. The increase in the Company’s valuation allowance compared to the prior year was primarily due to an increase in U.S. deferred tax assets from increased U.S. taxable loss and the recording of a full valuation allowance against U.K. deferred tax assets. As of December 31, 2021 and 2020, the Company had net operating loss carryforwards for federal income tax purposes of $1,121.0 million and $448.7 million, net of uncertain tax positions, respectively. The federal net operating loss carryforwards for tax years before December 31, 2017 will expire, if not utilized, beginning in the year 2029. Federal research and development tax credit carryforwards as of December 31, 2021 of $19.1 million, net of uncertain tax positions, will expire, if not utilized, beginning in the year 2029. As of December 31, 2021 and 2020, the Company had net operating loss carryforwards for state income tax purposes of $770.3 million and $215.8 million, net of uncertain tax positions, respectively. The state net operating loss carryforwards will expire, if not utilized, beginning in the year 2030. The Company had state research and development tax credit carryforwards as of December 31, 2021 of $11.1 million, net of uncertain tax positions. The state research and development tax credits do not expire. In addition, as of December 31, 2021 and 2020, the Company had net operating loss carryforwards for U.K. income tax purposes of $153.2 million and $43.2 million, net of uncertain tax positions, respectively. The U.K. net operating loss carryforwards do not expire. As of December 31, 2021 and 2020, the Company had foreign tax credit carryforwards for federal income tax purposes of $1.8 million. The federal foreign tax credit carryforwards will expire, if not utilized, beginning in the year 2025. The Tax Reform Act of 1986 and similar California legislation impose substantial restrictions on the utilization of net operating losses and tax credit carryforwards in the event that there is a change in ownership as provided by Section 382 of the Internal Revenue Code and similar state provisions. Such a limitation could result in the expiration of the net operating loss carryforwards and tax credits before utilization. A reconciliation of the beginning and ending amount of the Company's total gross unrecognized tax benefits was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Balance as of the beginning of the period $ 5,682 $ 3,740 $ 2,549 Increases for tax positions related to the prior year 1,784 396 — Decreases for tax positions related to the prior year — (303) (120) Additions for tax positions related to the current year 5,124 1,849 1,311 Balance as of the end of the period $ 12,590 $ 5,682 $ 3,740 The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year or otherwise directly related to an existing deferred tax asset, in which case the uncertain tax position is recorded net of the asset on the consolidated balance sheet. As of December 31, 2021, $0.1 million of the Company’s gross unrecognized tax benefits, if recognized, would affect the effective tax rate and, $12.5 million would result in an adjustment to deferred tax assets with corresponding adjustments to valuation allowance. The Company does not expect any unrecognized tax benefits to be recognized within the next 12 months. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company did not recognize any income tax expense related to interest and penalties in the years ended December 31, 2021, 2020, and 2019, respectively. The Company’s significant tax jurisdictions include the United States, Australia, Germany, Singapore, and the United Kingdom. Because of the net operating loss carryforwards, substantially all of the Company’s tax years remain open to federal and state tax examination. The Company’s foreign tax returns are open to audit under the statutes of limitations of the respective foreign countries in which the subsidiaries are located. The Company generally does not provide deferred income taxes for the undistributed earnings of its foreign subsidiaries as the Company intends to reinvest such earnings indefinitely. Should circumstances change and it becomes apparent that some or all of the undistributed earnings will no longer be indefinitely reinvested, the Company will accrue for income taxes not previously recognized. As of December 31, 2021, the majority of the Company's foreign subsidiaries had no cumulative undistributed earnings and, as a result, there were no unrecorded deferred tax liabilities. The amount of undistributed earnings in the Company’s other foreign subsidiaries are immaterial. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Zaraz, Inc. On October 15, 2021, the Company acquired all of the outstanding shares of Zaraz, a remote-first company that has developed a server-side rendering technology, for a total purchase consideration of $7.2 million. The total purchase consideration included (i) acquisition-date cash payments of $5.6 million, net of $0.8 million of cash acquired, and (ii) $1.6 million in shares of the Company’s Class A common stock. Concurrent with the closing of the acquisition, the Company also made a cash payment of $1.1 million to cancel and settle Zaraz’s other existing equity-related agreements, 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 awards with a value totaling $6.5 million, of which $0.5 million was recorded as compensation expense during the year ended December 31, 2021. The remaining compensation amount of $6.0 million is being recognized over a future weighted-average period of 2.8 years subject to the recipients’ continued service with the Company. The transaction-related costs for the acquisition were not material and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2021. The fair values of assets acquired and liabilities assumed on the acquisition date are summarized as follows (in thousands): Developed technology 1,400 Goodwill 6,365 Total assets acquired 7,765 Accrued compensation (228) Accrued expenses and other current liabilities (43) Other noncurrent liabilities (322) Total purchase price $ 7,172 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 Zaraz's technology with the Company's technology. This acquisition did not have a material impact on the Company’s consolidated financial statements; therefore, historical and pro forma disclosures have not been presented. S2 Systems 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. Such cash holdback was paid in full during the year ended December 31, 2021. 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 $11.4 million was recognized as total compensation expense during the year ended December 31, 2020. The Company recorded an additional $5.7 million of compensation expense during the year ended December 31, 2021. The remaining compensation amount of $3.2 million is being recognized over a future weighted-average period o f 1.2 years subject to the recipients’ continued service with the Company. 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 fiscal year ended December 31, 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 fiscal year ended December 31, 2020. This acquisition did not have a material impact on the Company’s consolidated financial statements; therefore, historical and pro forma disclosures have not been presented. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company’s chief operating decision maker (CODM) is its CEO, President and 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 consolidated financial statements for revenue by geography. The Company’s property and equipment, net, by geographic area were as follows: December 31, 2021 2020 (in thousands) United States $ 120,357 $ 79,078 Rest of the world 63,379 44,610 Total property and equipment, net $ 183,736 $ 123,688 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn January 14, 2022, the Company acquired Vectrix, Inc., a company that has developed an online security platform that gives users the ability to scan and monitor SaaS applications for security issues, for approximately $17.4 million. The purchase accounting for this acquisition is in progress.On February 14, 2022, the Company signed an agreement to acquire Area 1 Security, Inc., which has developed cloud-native email security technology, for approximately $162.0 million, with 40% to 50% of such consideration payable in the Company's Class A common stock and the remainder in cash. The Company expects to close the acquisition during the three months ended June 30, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying consolidated financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States (U.S. GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. |
Principles of Consolidation | Principles of ConsolidationAll 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 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 consolidated financial statements and accompanying notes to the 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 are believed 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 March 1, 2022, the date of issuance of this Annual Report on Form 10-K. 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. |
Concentration of Risks | Concentrations of Risks The Company’s revenue is reliant on its customers utilizing Internet-based services. These services can be prone to rapid changes in technology and government regulation. If the Company were unable to keep pace with customers’ needs and continue to improve its technological capabilities, or if another firm were to introduce competitive products, or a government jurisdiction were to enact legislation detrimental to the Company’s business, such an event or events could adversely affect the Company’s operating results. The Company serves its customers from co-location facilities located in various cities and countries around the world. The Company has internal procedures to restore services in the event of disasters at its current co-location facilities. Even with these procedures for disaster recovery in place, the Company’s services could be significantly interrupted during the implementation of restoration procedures. The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, available-for-sale securities, and accounts receivable. Although the Company maintains cash deposits, cash equivalent balances, and available-for-sale securities with multiple financial institutions, the deposits, at times, may exceed federally insured limits. Cash and cash equivalents may be withdrawn or redeemed on demand. The Company believes that the financial institutions that hold its cash and cash equivalents and restricted cash are financially sound and, accordingly, minimal credit risk exists with respect to these balances. The Company also maintains investments in U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds that carry high credit ratings and accordingly, minimal credit risk exists with respect to these balances. Cash equivalents consist of money market funds, commercial paper, and corporate bonds which are invested through financial institutions in the United States. |
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 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to performance obligations in the contract 5. Recognize revenue when or as the Company satisfies a performance obligation 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’s performance obligation primarily consists of subscription and support services that are provided over the same service period. 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 is probable to 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 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 network and products in a given period and is recognized as revenue in the period in which the usage occurs. Subscription and Support Revenue The Company generates revenue primarily from sales to its customers of subscriptions to access its network and products, 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 network and products at any time. Instead, customers are granted continuous access to the Company’s global network and products over the contractual period. Access to the Company’s network 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 network and products in a given period and is recognized as revenue in the period in which the usage occurs. The subscription and support term contracts for the Company’s contracted customers, typically range from one 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 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 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. Disaggregation of Revenue Subscription and support revenue is recognized over time and accounted for substantially all of the Company’s revenue for the years ended December 31, 2021, 2020, and 2019. 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 years ended December 31, 2021, 2020, and 2019 the Company recognized revenue of $55.3 million, $31.3 million, and $16.8 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. |
Accounts Receivable and Allowance | Accounts Receivable and AllowanceAccounts receivable are recorded at the invoiced amount and are non-interest bearing. Accounts receivable are stated at their net realizable value, net of a sales allowance and an allowance for doubtful accounts. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company establishes a sales allowance at the time of revenue recognition based on its history of adjustments and credits provided to customers. In determining the necessary allowance for doubtful accounts, the Company considers the current aging and financial condition of its customers, the amount of receivables in dispute, and current payment patterns. Accounts receivable are written off against the allowance when management determines a balance is uncollectible and the Company no longer actively pursues collection of the receivable. The Company does not have any off-balance-sheet credit exposure related to its customers. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of expenses that are directly related to providing the Company's service to its paying customers. These expenses include expenses related to operating in co-location facilities, network and bandwidth costs, depreciation of the Company's equipment located in co-location facilities, certificate authority services costs for paying customers, related overhead costs, the amortization of the Company's capitalized internal- |
Research and Development | Research and Development The Company charges costs related to research, design, and development of products to research and development expense in the consolidated statements of operations as incurred. Research and development expenses support the Company's efforts to add new features to its existing offerings and to ensure the security, performance, and reliability of its global network. The majority of the Company's research and development expenses result from employee-related costs, including salaries, bonuses and benefits, consulting costs, depreciation of equipment used in research and development, and allocated overhead costs. |
Advertising Expense | Advertising ExpenseAdvertising costs are charged to sales and marketing expense in the consolidated statements of operations as incurred. |
Stock-based Compensation | Stock-based Compensation The Company measures and recognizes stock-based compensation expense based on the grant date fair value of the awards. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model. The grant date fair value of restricted stock units (RSUs) is estimated based on the fair value of the Company's underlying common stock. The grant date fair value and the stock-based compensation expense related to purchase rights issued under the 2019 Employee Stock Purchase Plan (ESPP) is estimated using the Black-Scholes option pricing model and is based on the estimated number of awards as of the beginning of the offering period, respectively. The Black-Scholes option pricing model requires the use of highly subjective assumptions, including the award’s expected term, the fair value of the underlying common stock, the expected volatility of the price of the common stock, risk-free interest rates, and the expected dividend yield of the common stock. The assumptions used to determine the fair value of the stock-based awards are management’s best estimates and involve inherent uncertainties and the application of judgment. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, it has based its expected term on the simplified method available under U.S. GAAP. Stock-based compensation expense for awards with service-based vesting only is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years. The Company accounts for forfeitures as they occur. Prior to the IPO, the fair value of the Company's common stock for financial reporting purposes was determined considering numerous objective and subjective factors and required judgment to determine the fair value of common stock as of each grant date. Subsequent to the IPO, the Company determines the fair value using the market closing price of its Class A common stock on the date of grant. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying the enacted statutory tax rates applicable to future years to differences between the carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The measurement of deferred tax assets is reduced, when necessary, by a valuation allowance to amounts that are more likely than not to be realized. |
Foreign Currency Remeasurement | Foreign Currency RemeasurementThe Company's functional currency of its foreign subsidiaries is the U.S. dollar. The monetary assets and liabilities that are denominated in a currency other than the U.S. dollar of the Company's foreign subsidiaries are remeasured into U.S. dollars at the exchange rate on the balance sheet date, while nonmonetary items are remeasured at historical rates. Revenue and expenses are remeasured at average exchange rates during the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income (expense), net in the consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with an original maturity from the date of purchase of 90 days or less. |
Restricted Cash | Restricted Cash The Company's restricted cash is primarily related to securing letters of credit in connection with our operating leases. Restrictions typically lapse at the end of the lease term, and the Company classifies restricted cash as current or non-current based on the remaining term of the restriction. |
Available-for-sale securities and Other-than-temporary impairment | Available-for-sale securities The Company’s available-for-sale securities consist of U.S. treasury securities, U.S. government agency securities, commercial paper, and corporate bonds. The Company has designated all securities held by it as available-for-sale and therefore, such securities are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive loss on the consolidated balance sheets. For securities sold prior to maturity, the cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of available-for-sale securities are recorded in other income (expense), net in the consolidated statements of operations. A ll securities are classified within current assets as such securities can be liquidated to fund current operations without penalty. Other-than-temporary impairment |
Fair Value Measurements | Fair Value Measurements The Company's available-for-sale securities are recorded at fair value. The Company’s cash and cash equivalents and restricted cash are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable, and accrued expenses approximates fair value due to their short-term nature. |
Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which is generally as follows: Useful Lives Servers—network infrastructure 4 years Buildings 30 years Office and computer equipment 3 years Office furniture 3 years Software 3 years Leasehold improvements Lesser of useful life or term of lease Asset retirement obligation Lesser of useful life or term of lease Expenditures for maintenance and repairs are expensed as incurred. |
Capitalized Internal-Use Software Development Costs | Capitalized Internal-Use Software Development CostsCertain development costs related to the Company’s global network and products during the application development stage are capitalized. Costs incurred in the preliminary stages of development are analogous to research and development activities and are expensed as incurred. The preliminary stage includes such activities as conceptual formulation of alternatives, evaluation of alternatives, determination of existence of needed technology, and final selection of alternatives. Once the application development stage is reached, internal and external costs are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recorded as part of property and equipment, net. Capitalized internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three years, and is recorded as cost of revenue in the consolidated statements of operations. |
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 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 consolidated statements of operations. |
Convertible Senior Notes | Convertible Senior Notes The Company accounts for its 0.75% Convertible Senior Notes due 2025 (the 2025 Notes) and its 0.00% Convertible Senior Notes due 2026 (the 2026 Notes and together with the 2025 Notes, 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 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. Issuance costs attributable to the liability component are being amortized over the contractual term of the Notes. Transactions involving contemporaneous exchanges of cash between the same debtor and creditor in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation by the debtor should be evaluated for an exchange transaction if the exchange is determined to have substantially different terms. For exchange transactions that are considered an extinguishment of debt, the total consideration for such an exchange is separated into liability and equity components by estimating the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The gain or loss on extinguishment of the debt is subsequently determined by comparing repurchase consideration allocated to the liability component to the sum of the carrying value of the liability component, net of the proportionate amounts of unamortized debt discount and remaining unamortized debt issuance costs. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and identifiable intangible assets acquired. The carrying amount of goodwill is reviewed for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. At December 31, 2021 and 2020, the Company had a single operating segment and reporting unit structure. As part of the annual goodwill impairment test, the Company first performs a qualitative assessment to determine whether further impairment testing is necessary. If, as a result of the qualitative assessment, it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test will be required. If the Company has determined it necessary to perform a quantitative impairment assessment, the Company will compare the fair value of the reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, limited to the total amount of goodwill of the reporting unit. The Company did not recognize any goodwill impairment charges for any of the periods presented. Intangible assets are carried at cost, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The Company estimates the useful life by estimating the expected period of economic benefit. The estimated useful life of the Company’s acquired developed technology intangible assets is two years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, which include depreciable tangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. The recoverability of these assets is measured by comparing the carrying amounts to the future undiscounted cash flows these assets are expected to generate. The Company recognizes an impairment in the event the carrying amount of such assets exceeds the fair value attributable to such assets. There were no events or changes in circumstances that indicated the long-lived assets were impaired during any of the periods presented. |
Operating Leases | Operating Leases The Company enters into 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 is, or 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 for a period of time. All of the Company's leases are classified as operating leases. At lease commencement, the Company recognizes right-of-use assets, operating lease liabilities, and operating lease liabilities, noncurrent in the Company’s consolidated balance sheets, with the exception of short-term leases with an original term of 12 months or less. Right-of-use assets represent the Company's right to use an underlying asset for the lease term including any renewal options that it is reasonably certain to exercise. The Company generally uses the base, non-cancelable lease term when initially recognizing the right-of-use assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. A lease may be modified subsequent to its initial measurement for changes in reasonably certain holding period related to significant events. Such events include, but are not limited to, significant leasehold improvements, and points in time when the Company elects to exercise an option that it was not previously reasonably certain to exercise. Operating lease liabilities represent the present value of the Company's obligation to make payments arising from the lease. Right-of-use assets are initially measured based on the corresponding lease liability adjusted for ( i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives received, incurred or payable under the lease. Right-of-use assets are periodically reviewed for impairment. Lease liabilities are initially measured at the present value of total minimum lease payments not yet paid. 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. Minimum lease payments consist of the fixed payments under the arrangement and variable payments that depend on an underlying index or rate, less any lease incentives such as tenant improvement allowanc es not yet received at commencement date. Variable lease costs that do not 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. The Company's operating lease arrangements contain both lease and non-lease components. At inception of an arrangement for co-location assets related to space and equipment located in co-location facilities, the Company allocates the consideration to the lease and non-lease components and recognizes a right-of-use asset and corresponding lease liability for only the lease components. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease. |
Legal Contingencies | Legal Contingencies The Company accrues a liability for an estimated loss for legal contingencies if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. The Company believes there are no legal proceedings pending that could have, individually or in the aggregate, a material adverse effect on its results of operations or financial condition. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for multiple classes of common stock and participating securities. The Company considers its previously outstanding redeemable convertible preferred stock to be participating securities. The Company also considers any shares issued on the early exercise of stock options subject to repurchase to be participating securities because holders of such shares have nonforfeitable dividend rights in the event a dividend is paid on common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the redeemable convertible preferred stock, as well as the holders of early exercised shares subject to repurchase, do not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended December 31, 2021, 2020, and 2019 were not allocated to these participating securities. The rights, including the liquidation and dividend rights, of the Class A common stock and Class B common stock are substantially identical, other than voting rights. Accordingly, the Class A common stock and Class B common stock share proportionately in the Company’s net losses. Prior to the completion of the IPO, there were no shares of Class A common stock issued and outstanding. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Vested RSUs that have not been settled have been included in the appropriate common share class used to calculate basic net loss per share. Diluted net loss per share attributable to common stockholders adjusts basic net loss per share for the effect of dilutive securities, including awards under the Company's equity incentive plans. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. |
Segment and Geographic Information | Segment and Geographic InformationThe Company has one reportable and operating segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. This ASU removes the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. Convertible instruments that continue to be subject to separation models are (1) those with conversion options that are required to be accounted for as bifurcated derivatives and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. Consequently, convertible debt will be accounted for as a single liability measured at its amortized cost, as long as no bifurcation and recognition as derivatives is required. This will also result in the interest expense recognized for convertible debt instruments to be closer to the coupon interest rate. The ASU also requires the if-converted method to be applied for all convertible instruments when calculating earnings per share. 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 will adopt ASU 2020-06 effective January 1, 2022 using the modified retrospective method and therefore financial information for periods before January 1, 2022 will not be impacted. The ASU does not have a material impact to the accounting for the Company’s contracts on its own equity. The Company expects adoption of the ASU to result in an increase in the carrying value of the Notes by approximately $288.9 million, of which $4.4 million is classified as a current portion of convertible senior notes, net, to reflect the full principal amount of the Notes outst anding, net of unamortized debt discount and issuance costs, a decrease in additional paid-in capital of approximately $318.8 million and temporary equity, convertible senior notes of approximately $4.4 million to remove the equity component separately recorded for the conversion option associated with the Notes and its allocated issuance costs, and a cumulative-effect adjustment of approximately $34.3 million to the beginning balance of accumulated deficit as of January 1, 2022. |
Reclassification of prior year presentation | Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, accrued compensation is now presented as a separate line item on the consolidated balance sheets and was previously included within Accrued expense and other current liabilities. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which is generally as follows: Useful Lives Servers—network infrastructure 4 years Buildings 30 years Office and computer equipment 3 years Office furniture 3 years Software 3 years Leasehold improvements Lesser of useful life or term of lease Asset retirement obligation Lesser of useful life or term of lease Property and equipment, net consisted of the following: December 31, 2021 2020 (in thousands) Property and equipment: Servers—network infrastructure $ 151,462 $ 108,988 Construction in progress 41,424 11,242 Capitalized internal-use software 63,331 49,618 Office and computer equipment 24,451 17,867 Office furniture 5,927 5,657 Software 4,032 1,808 Leasehold improvements 12,892 10,686 Asset retirement obligation 430 430 Gross property and equipment 303,949 206,296 Less accumulated depreciation and amortization (120,213) (82,608) Total property and equipment, net $ 183,736 $ 123,688 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 network and products: Year Ended December 31, 2021 2020 2019 (dollars in thousands) Amount Percentage Amount Percentage Amount Percentage United States $ 342,578 52 % $ 218,191 51 % $ 144,575 50 % Europe, Middle East, and Africa 172,129 26 % 109,274 25 % 68,418 24 % Asia Pacific 96,537 15 % 76,177 18 % 55,131 19 % Other 45,182 7 % 27,417 6 % 18,898 7 % Total $ 656,426 100 % $ 431,059 100 % $ 287,022 100 % The following table summarizes the revenue from contracts by type of customer: Year Ended December 31, 2021 2020 2019 (in thousands) Amount Percentage Amount Percentage Amount Percentage Channel partners $ 73,802 11 % $ 45,300 11 % $ 26,496 9 % Direct customers 582,624 89 % 385,759 89 % 260,526 91 % Total $ 656,426 100 % $ 431,059 100 % $ 287,022 100 % |
Summary of Deferred Contract Acquisition Costs | The following table summarizes the activity of the deferred contract acquisition costs: Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 44,176 $ 25,184 $ 15,940 Capitalization of contract acquisition costs 55,411 36,316 20,065 Amortization of deferred contract acquisition costs (29,267) (17,324) (10,821) Ending balance $ 70,320 $ 44,176 $ 25,184 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 short-term, restricted cash, or available-for-sale securities as of December 31, 2021 and 2020. (in thousands) Reported as: December 31, 2021 Amortized Unrealized Unrealized Fair Value Cash & Cash Equivalents Available-for-sale Securities Restricted Cash (Current and Non-Current) Cash $ 64,542 $ — $ — $ 64,542 $ 64,021 $ — $ 521 Level I: Money market funds 253,075 — — 253,075 246,415 — 6,660 Level II: Corporate bonds 202,774 16 (289) 202,501 3,341 199,160 — U.S. treasury securities 960,278 2 (2,298) 957,982 — 957,982 — U.S. government agency securities — — — — — — — Commercial paper 350,924 — — 350,924 — 350,924 — Subtotal 1,513,976 18 (2,587) 1,511,407 3,341 1,508,066 — Total assets measured at fair value on a recurring basis $ 1,831,593 $ 18 $ (2,587) $ 1,829,024 $ 313,777 $ 1,508,066 $ 7,181 (in thousands) Reported as: December 31, 2020 Amortized Unrealized Unrealized Fair Value Cash & Cash Equivalents Available-for-sale Securities Restricted Cash (Current and Non-Current) Cash $ 22,114 $ — $ — $ 22,114 $ 19,523 $ — $ 2,591 Level I: Money market funds 71,038 — — 71,038 64,378 — 6,660 Level II: Corporate bonds 169,324 43 (26) 169,341 — 169,341 — U.S. treasury securities 576,652 223 (4) 576,871 — 576,871 — U.S. government agency securities 15,617 4 (1) 15,620 — 15,620 — Commercial paper 186,363 — — 186,363 24,994 161,369 — Subtotal 947,956 270 (31) 948,195 24,994 923,201 — Total assets measured at fair value on a recurring basis $ 1,041,108 $ 270 $ (31) $ 1,041,347 $ 108,895 $ 923,201 $ 9,251 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Activity in Allowance for Doubtful Accounts | Activity in the allowance for doubtful accounts was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 1,703 $ 533 $ 160 Provision for bad debt 3,735 3,368 2,488 Write-off of uncollectible accounts receivable (2,794) (2,198) (2,115) Ending balance $ 2,644 $ 1,703 $ 533 |
Schedule of Property and Equipment, Net | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which is generally as follows: Useful Lives Servers—network infrastructure 4 years Buildings 30 years Office and computer equipment 3 years Office furniture 3 years Software 3 years Leasehold improvements Lesser of useful life or term of lease Asset retirement obligation Lesser of useful life or term of lease Property and equipment, net consisted of the following: December 31, 2021 2020 (in thousands) Property and equipment: Servers—network infrastructure $ 151,462 $ 108,988 Construction in progress 41,424 11,242 Capitalized internal-use software 63,331 49,618 Office and computer equipment 24,451 17,867 Office furniture 5,927 5,657 Software 4,032 1,808 Leasehold improvements 12,892 10,686 Asset retirement obligation 430 430 Gross property and equipment 303,949 206,296 Less accumulated depreciation and amortization (120,213) (82,608) Total property and equipment, net $ 183,736 $ 123,688 |
Schedule of Acquired Intangible Assets, Net | Acquired intangible assets, net consisted of the following: December 31, 2021 Gross Carrying Accumulated Net Book (in thousands) Developed technology $ 7,000 $ 5,746 $ 1,254 Total acquired intangible assets, net $ 7,000 $ 5,746 $ 1,254 December 31, 2020 Gross Carrying Accumulated Net Book (in thousands) Developed technology $ 5,600 $ 2,800 $ 2,800 Total acquired intangible assets, net $ 5,600 $ 2,800 $ 2,800 |
Schedule of Estimated Future Amortization Expense of Acquired Intangible Assets | As of December 31, 2021, the estimated future amortization expense of acquired intangible assets was as follows: Estimated (in thousands) Years ending December 31, 2022 $ 700 2023 $ 554 Total $ 1,254 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Costs | The components of lease cost related to the Company's operating leases included in the consolidated statements of operations were as follows: Year Ended December 31, 2021 2020 (in thousands) Operating lease cost $ 25,091 $ 19,544 Sublease income (1,096) (2,829) Total lease cost $ 23,995 $ 16,715 |
Schedule of Lease Liability Maturities | Maturities of the operating lease liabilities as of December 31, 2021 are as follows: December 31, 2021 (in thousands) 2022 $ 28,080 2023 26,536 2024 24,685 2025 18,294 2026 16,317 Thereafter 37,428 Total lease payments $ 151,340 Less: Imputed interest $ (17,128) Total operating lease liabilities $ 134,212 Maturities of the operating lease liabilities as of December 31, 2020 were as follows: December 31, 2020 (in thousands) 2021 $ 18,750 2022 14,784 2023 8,357 2024 4,552 2025 557 Thereafter 92 Total lease payments $ 47,092 Less: Imputed interest $ (2,066) Total operating lease liabilities $ 45,026 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The net carrying amount of the liability component of the 2026 Notes was as follows: December 31, 2021 (in thousands) Principal $ 1,293,750 Unamortized debt discount (248,179) Unamortized debt issuance costs (14,541) Carrying amount of the liability component, net $ 1,031,030 The net carrying amount of the equity component of the 2026 Notes was as follows: December 31, 2021 (in thousands) Proceeds allocated to the conversion option (debt discount) $ 266,150 Less: allocated issuance costs (4,073) Carrying amount of the equity component, net $ 262,077 The net carrying amount of the liability component of the 2025 Notes was as follows: December 31, 2021 December 31, 2020 (in thousands) Principal $ 175,000 $ 575,000 Unamortized debt discount (45,382) (184,674) Unamortized debt issuance costs (1,654) (7,051) Carrying amount of the liability component, net $ 127,964 $ 383,275 The net carrying amount of the equity component of the 2025 Notes was as follows: December 31, 2021 December 31, 2020 (in thousands) Proceeds allocated to the conversion option (debt discount) $ 62,480 $ 205,290 Less: allocated issuance costs (1,363) (4,478) Carrying amount of the equity component, net $ 61,117 $ 200,812 |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the 2026 Notes: Year Ended December 31, 2021 Coupon interest expense $ — Amortization of debt discount 17,971 Amortization of debt issuance costs 1,184 Total $ 19,155 The following table sets forth total interest expense recognized related to the 2025 Notes: Year Ended December 31, 2021 2020 Coupon interest expense $ 3,162 $ 2,707 Amortization of debt discount 25,834 20,616 Amortization of debt issuance costs 1,185 1,013 Total $ 30,181 $ 24,336 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Purchase Commitments | Refer to the table below for long-term bandwidth and co-location commitments under non-cancelable contracts with various networks and Internet service providers as of December 31, 2021. For the lease components of co-location agreements, refer to Note 6 to these consolidated financial statements. Payments Due by Period as of December 31, 2021 Total 2022 2023 2024 2025 2026 Thereafter (in thousands) Non-cancelable: Open purchase agreements (1) $ 47,643 $ 25,359 $ 9,424 $ 3,208 $ 2,280 $ 2,274 $ 5,098 Bandwidth and other co-location related commitments (2) 92,535 33,033 21,498 14,213 10,017 7,014 6,760 Total $ 140,178 $ 58,392 $ 30,922 $ 17,421 $ 12,297 $ 9,288 $ 11,858 (1) Open purchase commitments are for the purchase of services under non-cancelable contracts. They were not recorded as liabilities on the consolidated balance sheet as of December 31, 2021 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 consolidated balance sheet as of December 31, 2021. |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, 2021 2020 (in thousands) 2025 Notes 6,078 19,972 2026 Notes 10,311 — Stock options issued and outstanding 13,603 18,186 Remaining shares available for issuance under the 2019 Plan 30,761 24,539 Outstanding and unsettled restricted stock units (RSUs) 7,417 7,808 Shares available for issuance under the ESPP 8,056 5,230 Total shares of common stock reserved 76,226 75,735 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 during the periods presented: Stock Options Outstanding (in thousands, except year and per share data) Shares Subject Weighted- Weighted- Aggregate Balances as of December 31, 2018 25,087 $ 2.18 8.4 $ 159,945 Options granted 394 $ 9.60 Options exercised (2,665) $ 2.24 $ 22,306 Options canceled/forfeited/expired (1,625) $ 2.35 Balances as of December 31, 2019 21,191 $ 2.30 7.4 $ 312,720 Options granted 1,710 $ 18.05 Options exercised (4,451) $ 1.73 $ 142,758 Options canceled/forfeited/expired (264) $ 2.61 Balances as of December 31, 2020 18,186 $ 3.92 7.0 $ 1,310,650 Options granted 100 $ 137.17 Options exercised (4,455) $ 4.83 $ 503,243 Options canceled/forfeited/expired (228) $ 2.67 Balances as of December 31, 2021 13,603 $ 12.47 6.0 $ 1,726,440 Vested and expected to vest as of December 31, 2021 13,601 $ 12.47 6.0 $ 1,726,244 Exercisable as of December 31, 2021 12,545 $ 2.55 5.8 $ 1,617,738 |
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: Year ended December 31, 2021 2020 2019 Expected term (in years) 6.0 6.0 6.2 Expected volatility 59.6 % 40.3 % 40.3 % Risk-free interest rate 1.3 % 0.7 % 2.3 % Dividend yield — — — |
Schedule of Restricted Stock Units Activity | RSU activity under the 2019 Plan and the 2010 Plan for the year ended December 31, 2021 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 4,153 $ 33.13 Granted - Restricted stock 949 $ 17.06 Vested - RSUs (2,286) $ 11.80 Vested - Restricted stock (107) $ 17.06 Forfeited (588) $ 13.18 Unvested as of December 31, 2020 8,629 $ 21.38 Vested and not yet released 21 $ 36.56 Outstanding as of December 31, 2020 8,650 $ 21.41 Granted - RSUs 2,203 $ 108.87 Granted - Restricted stock 48 $ 167.69 Vested - RSUs (2,734) $ 21.17 Vested - Restricted stock (9) $ — Forfeited (681) $ 29.78 Unvested as of December 31, 2021 7,456 $ 47.36 Vested and not yet released — $ — Outstanding as of December 31, 2021 7,456 $ 47.36 |
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: Year ended December 31, 2021 2020 2019 Expected term (in years) 0.5 0.5 0.7 Risk-free interest rate 0.1 % 0.1 % 1.8 % Expected volatility 58.9 % 63.1 % 35.5 % Dividend yield — — — |
Schedule of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense included in the Company’s consolidated statements of operations: Year Ended December 31, 2021 2020 2019 (in thousands) Cost of revenue $ 2,583 $ 1,225 $ 716 Sales and marketing 27,277 16,019 8,709 Research and development 44,196 26,090 13,037 General and administrative 16,081 13,000 14,165 Total stock-based compensation expense $ 90,137 $ 56,334 $ 36,627 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: Year Ended December 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B (in thousands, except per share data) Net loss attributable to common stockholders $ (219,939) $ (40,370) $ (70,955) $ (48,415) $ (18,259) $ (87,569) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 263,884 48,437 178,189 121,585 25,243 121,063 Net loss per share attributable to common stockholders, basic and diluted $ (0.83) $ (0.83) $ (0.40) $ (0.40) $ (0.72) $ (0.72) |
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: December 31, 2021 2020 2019 (in thousands) 2025 Notes 4,676 15,363 — 2026 Notes 6,762 — — Shares subject to repurchase 2,129 3,872 5,945 Unexercised stock options 13,603 18,186 21,191 Unvested restricted stock and RSUs 7,417 8,629 6,508 Vested and unreleased RSUs — 21 — Shares issuable pursuant to the ESPP 62 133 438 Total 34,649 46,204 34,082 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of the Company's loss before income taxes for the years ended December 31, 2021, 2020, and 2019 were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Domestic $ (272,995) $ (143,320) $ (117,401) Foreign 25,019 18,347 12,688 Total loss before income taxes $ (247,976) $ (124,973) $ (104,713) |
Components of Provision for (Benefit From) Income Taxes | The components of the Company's provision for (benefit from) income taxes for the years ended December 31, 2021, 2020, and 2019 were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Current expense: Federal $ 722 $ 488 $ 391 State 143 66 29 Foreign 2,730 769 325 Total current provision for income taxes $ 3,595 $ 1,323 $ 745 Deferred expense (benefit): Federal — (641) — State — (140) — Foreign 8,738 (6,145) 370 Total deferred provision for (benefit from) income taxes $ 8,738 $ (6,926) $ 370 Total provision for (benefit from) income taxes $ 12,333 $ (5,603) $ 1,115 |
Reconciliation of U.S. Federal Statutory Rate to Effective Tax Rate | A reconciliation of the U.S. federal statutory rate to the Company's effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Expected benefit at U.S. federal statutory rate 21.0 % 21.0 % 21.0 % Foreign income or losses taxed at different rates (2.5) 7.5 0.6 Stock-based compensation 43.6 16.3 (1.2) Change in valuation allowance (66.4) (39.4) (20.5) Withholding taxes (0.3) (0.4) (0.4) Miscellaneous permanent items (0.4) (0.5) (0.6) Total provision for (benefit from) income taxes (5.0) % 4.5 % (1.1) % |
Components of Deferred Tax Assets and Liabilities | The components of the Company's deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 302,593 $ 116,181 Tax credit carryforwards 29,564 14,780 Operating lease liabilities 32,355 10,322 Business interest carryforwards 16,847 — Stock-based compensation 12,988 10,118 Accrued expenses and reserves 2,769 2,615 Depreciation and amortization 23 4 Other 360 102 Gross deferred tax assets 397,499 154,122 Valuation allowance (269,519) (75,091) Total deferred tax assets $ 127,980 $ 79,031 Deferred tax liabilities: Convertible senior notes (73,265) (43,889) Right-of-use assets (32,122) (10,626) Deferred commissions (16,886) (10,183) Capitalized internal-use software (7,574) (7,405) Depreciation and amortization (1,269) (1,326) Other (2) (2) Total deferred tax liabilities $ (131,118) $ (73,431) Net deferred tax assets (liabilities) $ (3,138) $ 5,600 |
Reconciliation of Gross Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of the Company's total gross unrecognized tax benefits was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Balance as of the beginning of the period $ 5,682 $ 3,740 $ 2,549 Increases for tax positions related to the prior year 1,784 396 — Decreases for tax positions related to the prior year — (303) (120) Additions for tax positions related to the current year 5,124 1,849 1,311 Balance as of the end of the period $ 12,590 $ 5,682 $ 3,740 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [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): Developed technology 1,400 Goodwill 6,365 Total assets acquired 7,765 Accrued compensation (228) Accrued expenses and other current liabilities (43) Other noncurrent liabilities (322) Total purchase price $ 7,172 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) | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, 2021 2020 (in thousands) United States $ 120,357 $ 79,078 Rest of the world 63,379 44,610 Total property and equipment, net $ 183,736 $ 123,688 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) $ in Millions | 1 Months Ended |
Sep. 30, 2019USD ($) | |
Initial Public Offering | Class A common stock | |
Class of Stock [Line Items] | |
Aggregate proceeds received from initial public offering, net of underwriters' discounts and commissions | $ 565 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2022USD ($) | Aug. 31, 2021 | May 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Amortization period | 3 years | |||||
Advertising expense | $ 36,200,000 | $ 25,000,000 | $ 18,800,000 | |||
Foreign currency remeasurement loss | 400,000 | 900,000 | 200,000 | |||
Other-than-temporary impairment | 0 | 0 | 0 | |||
Goodwill impairment charges | 0 | 0 | 0 | |||
Impairment of intangible assets, finite-lived | $ 0 | 0 | $ 0 | |||
Number of reportable segments | segment | 1 | |||||
Number of operating segments | segment | 1 | |||||
Current portion of convertible senior notes | $ 12,117,000 | 0 | ||||
Additional paid-in capital | 1,494,512,000 | 1,236,993,000 | ||||
Accumulated deficit | $ (680,829,000) | $ (420,520,000) | ||||
2025 Notes | Convertible Debt | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Interest rate | 0.75% | 0.75% | ||||
2026 Notes | Convertible Debt | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Interest rate | 0.00% | 0.00% | ||||
Accounting Standards Update 2020-06 | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Convertible notes | $ 288,900,000 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Accumulated deficit | 34,300,000 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Current portion of convertible senior notes | 4,400,000 | |||||
Additional paid-in capital | $ (318,800,000) | |||||
Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Subscription and support term length | 1 year | |||||
Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Subscription and support term length | 3 years | |||||
Developed technology | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Estimated useful life | 2 years | |||||
Capitalized internal-use software | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Useful life | 3 years | |||||
Stock options issued and outstanding | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of awards | 4 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Servers—network infrastructure | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 4 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 30 years |
Office and computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 3 years |
Office furniture | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 3 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Useful Lives | 3 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 656,426 | $ 431,059 | $ 287,022 |
Channel partners | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 73,802 | 45,300 | 26,496 |
Direct customers | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 582,624 | 385,759 | 260,526 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 342,578 | 218,191 | 144,575 |
Europe, Middle East, and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 172,129 | 109,274 | 68,418 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 96,537 | 76,177 | 55,131 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 45,182 | $ 27,417 | $ 18,898 |
Geographic Concentration Risk | Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 100.00% | 100.00% | 100.00% |
Geographic Concentration Risk | Revenue | United States | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 52.00% | 51.00% | 50.00% |
Geographic Concentration Risk | Revenue | Europe, Middle East, and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 26.00% | 25.00% | 24.00% |
Geographic Concentration Risk | Revenue | Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 15.00% | 18.00% | 19.00% |
Geographic Concentration Risk | Revenue | Other | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 7.00% | 6.00% | 7.00% |
Sales Channel Concentration Risk | Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 100.00% | 100.00% | 100.00% |
Sales Channel Concentration Risk | Revenue | Channel partners | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 11.00% | 11.00% | 9.00% |
Sales Channel Concentration Risk | Revenue | Direct customers | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 89.00% | 89.00% | 91.00% |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue recognized | $ 55,300,000 | $ 31,300,000 | $ 16,800,000 |
Impairment losses of deferred contract acquisition costs | $ 0 |
Revenue - Deferred Contract Acq
Revenue - Deferred Contract Acquisition Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Capitalized Contract Cost [Roll Forward] | |||
Beginning balance | $ 44,176 | $ 25,184 | $ 15,940 |
Capitalization of contract acquisition costs | 55,411 | 36,316 | 20,065 |
Amortization of deferred contract acquisition costs | (29,267) | (17,324) | (10,821) |
Ending balance | $ 70,320 | $ 44,176 | $ 25,184 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation, amount | $ 623.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, percent | 77.00% |
Remaining performance obligation, expected timing of satisfaction | 12 months |
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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 313,777,000 | $ 108,895,000 |
Amortized Cost | 1,831,593,000 | 1,041,108,000 |
Unrealized Gain | 18,000 | 270,000 |
Unrealized (Loss) | (2,587,000) | (31,000) |
Fair Value | 1,829,024,000 | 1,041,347,000 |
Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 64,542,000 | 22,114,000 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Fair Value | 64,542,000 | 22,114,000 |
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 | 253,075,000 | 71,038,000 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Fair Value | 253,075,000 | 71,038,000 |
Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 1,513,976,000 | 947,956,000 |
Unrealized Gain | 18,000 | 270,000 |
Unrealized (Loss) | (2,587,000) | (31,000) |
Fair Value | 1,511,407,000 | 948,195,000 |
Level II | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 202,774,000 | 169,324,000 |
Unrealized Gain | 16,000 | 43,000 |
Unrealized (Loss) | (289,000) | (26,000) |
Fair Value | 202,501,000 | 169,341,000 |
Level II | U.S. treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 960,278,000 | 576,652,000 |
Unrealized Gain | 2,000 | 223,000 |
Unrealized (Loss) | (2,298,000) | (4,000) |
Fair Value | 957,982,000 | 576,871,000 |
Level II | U.S. government agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 0 | 15,617,000 |
Unrealized Gain | 0 | 4,000 |
Unrealized (Loss) | 0 | (1,000) |
Fair Value | 0 | 15,620,000 |
Level II | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Amortized Cost | 350,924,000 | 186,363,000 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Fair Value | 350,924,000 | 186,363,000 |
Cash & Cash Equivalents | Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value on a recurring basis | 313,777,000 | 108,895,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 64,021,000 | 19,523,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Level I | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 246,415,000 | 64,378,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 3,341,000 | 24,994,000 |
Cash & Cash Equivalents | Fair Value, Recurring | Level II | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 3,341,000 | 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 | 0 |
Cash & Cash Equivalents | Fair Value, Recurring | Level II | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 24,994,000 |
Available-for-sale Securities | Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 1,508,066,000 | 923,201,000 |
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 | 1,508,066,000 | 923,201,000 |
Available-for-sale Securities | Fair Value, Recurring | Level II | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 199,160,000 | 169,341,000 |
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 | 957,982,000 | 576,871,000 |
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 | 0 | 15,620,000 |
Available-for-sale Securities | Fair Value, Recurring | Level II | Commercial paper | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 350,924,000 | 161,369,000 |
Restricted Cash (Current and Non-Current) | Fair Value, Recurring | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value on a recurring basis | 7,181,000 | 9,251,000 |
Restricted Cash (Current and Non-Current) | Fair Value, Recurring | Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 521,000 | 2,591,000 |
Restricted Cash (Current and Non-Current) | 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 (Current and Non-Current) | Fair Value, Recurring | Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Restricted Cash (Current and Non-Current) | Fair Value, Recurring | Level II | Corporate bonds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value | 0 | 0 |
Restricted Cash (Current and Non-Current) | 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 (Current and Non-Current) | 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 (Current and Non-Current) | 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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | $ 4,223,000 | $ 6,660,000 |
Amortized cost of available-for-sale investments with maturities less than one year | 966,300,000 | 866,500,000 |
Amortized cost of available-for-sale investments with maturities greater than one year | 544,400,000 | 56,500,000 |
Net unrealized gains (losses) on investments, net of tax | 2,700,000 | 200,000 |
Standby Letters of Credit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Restricted cash | 6,700,000 | 6,700,000 |
Convertible Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 613,800,000 | |
Convertible Debt | 2026 Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt instrument, fair value | 1,397,300,000 | |
Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unrealized gain | 0 | 0 |
Unrealized loss | $ 0 | $ 0 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Beginning balance | $ 1,703 | $ 533 | $ 160 |
Provision for bad debt | 3,735 | 3,368 | 2,488 |
Write-off of uncollectible accounts receivable | (2,794) | (2,198) | (2,115) |
Ending balance | $ 2,644 | $ 1,703 | $ 533 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | $ 303,949 | $ 206,296 | |
Less accumulated depreciation and amortization | (120,213) | (82,608) | |
Total property and equipment, net | 183,736 | 123,688 | |
Depreciation and amortization expense | 62,300 | 45,900 | $ 29,400 |
Servers—network infrastructure | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 151,462 | 108,988 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 41,424 | 11,242 | |
Capitalized internal-use software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 63,331 | 49,618 | |
Office and computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 24,451 | 17,867 | |
Office furniture | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 5,927 | 5,657 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 4,032 | 1,808 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 12,892 | 10,686 | |
Asset retirement obligation | |||
Property, Plant and Equipment [Line Items] | |||
Gross property and equipment | 430 | 430 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 17,900 | $ 12,600 | $ 6,700 |
Balance Sheet Components - Good
Balance Sheet Components - Goodwill (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 15, 2021 | Jan. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 23,530,000 | $ 17,167,000 | |||
Goodwill impairment charges | 0 | 0 | $ 0 | ||
Zaraz | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 6,365,000 | ||||
Goodwill, acquired during period | $ 6,400,000 | ||||
S2 Systems Corporation | |||||
Business Acquisition [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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 7,000 | $ 5,600 | |
Accumulated Amortization | 5,746 | 2,800 | |
Net Book Value | 1,254 | 2,800 | |
Amortization of acquired intangible assets | 2,900 | 3,100 | $ 100 |
2022 | 700 | ||
2023 | 554 | ||
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 7,000 | 5,600 | |
Accumulated Amortization | 5,746 | 2,800 | |
Net Book Value | 1,254 | 2,800 | |
In-process research and development recognized | $ 1,400 | $ 5,600 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Jul. 06, 2021USD ($)ft²option | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Lessee, Lease, Description [Line Items] | |||
Operating lease liability | $ 134,212 | $ 45,026 | |
Additional undiscounted cash payment | 53,800 | ||
Sublease income | 1,096 | $ 2,829 | |
Lease not yet commenced, undiscounted amount | $ 38,500 | ||
Lease not yet commenced, term of contract | 4 years 3 months 18 days | ||
Weighted average remaining lease term | 6 years 1 month 6 days | 2 years 9 months 18 days | |
Operating lease, weighted average discount rate, percent | 3.50% | 3.10% | |
Austin Lease | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease liability | $ 46,200 | ||
Buildings | |||
Lessee, Lease, Description [Line Items] | |||
Area of office space | ft² | 128,195 | ||
Lease term | 121 months | ||
Number of renewal options | option | 2 | ||
Renewal term | 5 years | ||
Market rate (in percent) | 100.00% | ||
Leases For Office Space | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, remaining lease term | 9 years 7 months 6 days | ||
Co-location Asset Lease | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, remaining lease term | 7 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 25,091 | $ 19,544 |
Sublease income | (1,096) | (2,829) |
Total lease cost | $ 23,995 | $ 16,715 |
Leases - Lease Liability Maturi
Leases - Lease Liability Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Year One | $ 28,080 | $ 18,750 |
Year Two | 26,536 | 14,784 |
Year Three | 24,685 | 8,357 |
Year Four | 18,294 | 4,552 |
Year Five | 16,317 | 557 |
Thereafter | 37,428 | 92 |
Total lease payments | 151,340 | 47,092 |
Less: Imputed interest | (17,128) | (2,066) |
Total operating lease liabilities | $ 134,212 | $ 45,026 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Aug. 30, 2021$ / sharesshares | Aug. 13, 2021USD ($)shares | May 31, 2020USD ($)$ / sharesshares | Mar. 31, 2022USD ($) | Aug. 31, 2021USD ($)day$ / shares | May 31, 2020USD ($)day$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Gross proceeds from issuance of convertible senior notes | $ 1,293,750,000 | $ 575,000,000 | $ 0 | ||||||
Issuance cost, equity component | $ 0 | 0 | 5,268,000 | ||||||
Closing share price (in dollars per share) | $ / shares | $ 131.50 | ||||||||
Purchases of capped calls related to convertible senior notes | $ 86,293,000 | 67,333,000 | |||||||
Issuance of common stock for exchange of convertible senior notes | 920,249,000 | 0 | 0 | ||||||
Cash consideration paid in exchange of convertible senior debt | 370,647,000 | 0 | 0 | ||||||
Current portion of convertible senior notes | 12,117,000 | 0 | |||||||
Additional paid-in capital | (1,494,512,000) | (1,236,993,000) | |||||||
Temporary equity, convertible senior notes | 4,439,000 | 0 | |||||||
Loss on extinguishment of debt | $ 72,234,000 | 0 | $ 0 | ||||||
2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible debt, equity component | $ 266,200,000 | ||||||||
2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Gross proceeds from issuance of convertible senior notes | $ 562,500,000 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 37.43 | $ 37.43 | |||||||
Convertible debt, equity component | $ 205,300,000 | $ 205,300,000 | |||||||
Remaining life, convertible debt | 41 months | ||||||||
Last Reported Stock Price At Lease 130% Of The Debt Conversion Price | 2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion requirement, threshold trading days (at least) | day | 20 | ||||||||
Conversion requirement, threshold consecutive trading days | day | 30 | ||||||||
Conversion requirement, threshold percentage of stock price trigger (at least) | 130.00% | ||||||||
Principal Amount Less Than 98% of the Product | 2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion requirement, threshold trading days (at least) | day | 5 | ||||||||
Conversion requirement, threshold consecutive trading days | day | 5 | ||||||||
Conversion requirement, threshold percentage of stock price trigger (at least) | 98.00% | ||||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, fair value | $ 613,800,000 | ||||||||
Convertible Debt | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | 1,293,800,000 | ||||||||
Face amount, additional principal issuable | 168,800,000 | ||||||||
Gross proceeds from issuance of convertible senior notes | $ 1,274,000,000 | ||||||||
Interest rate | 0.00% | 0.00% | |||||||
Convertible debt, conversion ratio | 0.0052263 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 191.34 | ||||||||
Redemption price, percentage | 100.00% | ||||||||
Minimum redeemable face amount | $ 100,000,000 | ||||||||
Principal | 1,027,600,000 | $ 1,293,750,000 | |||||||
Convertible debt, equity component | $ 262,077,000 | ||||||||
Issuance cost, liability component | 15,700,000 | ||||||||
Issuance cost, equity component | $ 4,100,000 | ||||||||
Closing share price (in dollars per share) | $ / shares | $ 131.50 | ||||||||
Remaining life, convertible debt | 56 months | ||||||||
Purchases of capped calls related to convertible senior notes | $ 86,300,000 | ||||||||
Debt instrument, fair value | $ 1,397,300,000 | ||||||||
Amount outstanding | 1,031,030,000 | ||||||||
Proceeds allocated to the conversion option (debt discount) | $ 266,150,000 | ||||||||
Convertible Debt | 2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | 575,000,000 | $ 575,000,000 | |||||||
Face amount, additional principal issuable | $ 75,000,000 | $ 75,000,000 | |||||||
Interest rate | 0.75% | 0.75% | 0.75% | ||||||
Convertible debt, conversion ratio | 0.0267187 | ||||||||
Redemption price, percentage | 100.00% | ||||||||
Principal | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | 575,000,000 | |||||
Convertible debt, equity component | 61,117,000 | 200,812,000 | |||||||
Issuance cost, liability component | $ 8,000,000 | 8,000,000 | |||||||
Issuance cost, equity component | $ 4,500,000 | ||||||||
Purchases of capped calls related to convertible senior notes | 67,300,000 | ||||||||
Amount outstanding | 127,964,000 | 383,275,000 | |||||||
Proceeds allocated to the conversion option (debt discount) | 62,480,000 | $ 205,290,000 | |||||||
If-converted value in excess of principal | 439,900,000 | ||||||||
Convertible Debt | 2025 Notes | Certain Holders Conversion | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of common stock for exchange of convertible senior notes | 16,600,000 | ||||||||
Current portion of convertible senior notes | 12,100,000 | ||||||||
Additional paid-in capital | 4,400,000 | ||||||||
Temporary equity, convertible senior notes | $ 4,400,000 | ||||||||
Convertible Debt | 2025 Notes | Certain Holders Conversion | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount not yet settled | $ 4,500,000 | ||||||||
Issuance of common stock for exchange of convertible senior notes | $ 12,100,000 | ||||||||
Convertible Debt | 2025 Notes | Privately Negotiated Exchange | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance of common stock for exchange of convertible senior notes | 1,321,000,000 | ||||||||
Cash consideration paid in exchange of convertible senior debt | 400,700,000 | ||||||||
Repurchased face amount | 400,000,000 | ||||||||
Loss on extinguishment of debt | 72,200,000 | ||||||||
Debt instrument, fair value | 355,300,000 | ||||||||
Amount outstanding | $ 283,100,000 | ||||||||
Effective interest rate | 4.08% | ||||||||
Proceeds allocated to the conversion option (debt discount) | $ 965,700,000 | ||||||||
Convertible Debt | Class A common stock | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares covered by capped calls (in shares) | shares | 6,800,000 | ||||||||
Convertible Debt | Class A common stock | 2026 Notes | Capped Calls | Long | |||||||||
Debt Instrument [Line Items] | |||||||||
Strike price (in dollars per share) | $ / shares | $ 191.34 | ||||||||
Capped call, initial cap price (in dollars per share) | $ / shares | $ 250.94 | ||||||||
Convertible Debt | Class A common stock | 2025 Notes | Privately Negotiated Exchange | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of shares issued upon debt conversion | shares | 7,600,000 | ||||||||
Convertible Debt | Class A common stock | 2025 Notes | Capped Calls | Long | |||||||||
Debt Instrument [Line Items] | |||||||||
Strike price (in dollars per share) | $ / shares | $ 37.43 | ||||||||
Capped call, initial cap price (in dollars per share) | $ / shares | $ 57.58 | $ 57.58 | |||||||
Shares covered by capped calls (in shares) | shares | 15,400,000 | 15,400,000 | |||||||
Convertible Debt | Measurement Input Effective Interest Rate | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Measurement input | 0.0465 | ||||||||
Convertible Debt | Measurement Input Effective Interest Rate | 2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Measurement input | 0.100 | 0.100 | |||||||
Convertible Debt | Last Reported Stock Price At Lease 130% Of The Debt Conversion Price | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion requirement, threshold trading days (at least) | day | 20 | ||||||||
Conversion requirement, threshold consecutive trading days | day | 30 | ||||||||
Conversion requirement, threshold percentage of stock price trigger (at least) | 130.00% | ||||||||
Convertible Debt | Principal Amount Less Than 98% of the Product | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Conversion requirement, threshold trading days (at least) | day | 5 | ||||||||
Conversion requirement, threshold consecutive trading days | day | 5 | ||||||||
Conversion requirement, threshold percentage of stock price trigger (at least) | 98.00% |
Debt - Liability Component (Det
Debt - Liability Component (Details) - Convertible Debt - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | May 31, 2020 |
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 1,293,750 | $ 1,027,600 | ||
Unamortized debt discount | (248,179) | |||
Unamortized debt issuance costs | (14,541) | |||
Carrying amount of the liability component, net | 1,031,030 | |||
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | 175,000 | $ 575,000 | $ 175,000 | |
Unamortized debt discount | (45,382) | (184,674) | ||
Unamortized debt issuance costs | (1,654) | (7,051) | ||
Carrying amount of the liability component, net | $ 127,964 | $ 383,275 |
Debt - Equity Component (Detail
Debt - Equity Component (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2020 | May 31, 2020 |
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amount of the equity component, net | $ 266,200 | |||
2026 Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Proceeds allocated to the conversion option (debt discount) | $ 266,150 | |||
Less: allocated issuance costs | (4,073) | |||
Carrying amount of the equity component, net | 262,077 | |||
2025 Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying amount of the equity component, net | $ 205,300 | |||
2025 Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Proceeds allocated to the conversion option (debt discount) | 62,480 | $ 205,290 | ||
Less: allocated issuance costs | (1,363) | (4,478) | ||
Carrying amount of the equity component, net | $ 61,117 | $ 200,812 |
Debt - Schedule of Interest Com
Debt - Schedule of Interest Components (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
2026 Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest expense | $ 0 | ||
Amortization of debt discount | 17,971 | ||
Amortization of debt issuance costs | 1,184 | ||
Total | 19,155 | ||
2025 Notes | |||
Debt Instrument [Line Items] | |||
Coupon interest expense | $ 3,162 | 3,162 | $ 2,707 |
Amortization of debt discount | 25,834 | 25,834 | 20,616 |
Amortization of debt issuance costs | 1,185 | 1,185 | 1,013 |
Total | $ 30,181 | $ 30,181 | $ 24,336 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Cost and expenses related to bandwidth and other co-location commitments | $ 77.1 | $ 51.4 | $ 37 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Purchase Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Open purchase agreements | |
Total payments due, open purchase agreements | $ 47,643 |
2022 | 25,359 |
2023 | 9,424 |
2024 | 3,208 |
2025 | 2,280 |
2026 | 2,274 |
Thereafter | 5,098 |
Bandwidth and other co-location related commitments | |
Total payments due, bandwidth and co-location commitments | 92,535 |
2022 | 33,033 |
2023 | 21,498 |
2024 | 14,213 |
2025 | 10,017 |
2026 | 7,014 |
Thereafter | 6,760 |
Total | |
Total payments due, purchase commitments | 140,178 |
2022 | 58,392 |
2023 | 30,922 |
2024 | 17,421 |
2025 | 12,297 |
2026 | 9,288 |
Thereafter | $ 11,858 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) | Dec. 31, 2021vote$ / sharesshares | Dec. 31, 2020$ / 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) | 277,707,635 | 249,401,232 |
Common stock, shares outstanding (in shares) | 277,707,635 | 249,401,232 |
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) | 45,904,227 | 59,238,742 |
Common stock, shares outstanding (in shares) | 45,904,227 | 59,238,742 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 76,226 | 75,735 |
2025 Notes | Convertible Debt | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 6,078 | 19,972 |
2026 Notes | Convertible Debt | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 10,311 | 0 |
Equity Incentive Plan, 2019 | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 30,761 | 24,539 |
Stock options issued and outstanding | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 13,603 | 18,186 |
Outstanding and unsettled restricted stock units (RSUs) | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 7,417 | 7,808 |
Shares issuable pursuant to the ESPP | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved (in shares) | 8,056 | 5,230 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 22, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total grant date fair value for vested options | $ 14,000,000 | $ 7,300,000 | $ 5,200,000 | |||
Stock options exercisable, weighted-average exercise price (in dollars per share) | $ 2.55 | $ 2.55 | ||||
Stock-based compensation expense | $ 90,137,000 | $ 56,334,000 | $ 36,627,000 | |||
Shares of common stock reserved (in shares) | 76,226,000 | 76,226,000 | 75,735,000 | |||
S2 Systems Corporation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock in connection with acquisition (in shares) | 948,000 | |||||
2019 Equity Incentive Plan | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of awards | 10 years | |||||
2019 Equity Incentive Plan | President | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of awards | 10 years | |||||
2019 Equity Incentive Plan | Chief Operating Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of awards | 10 years | |||||
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 | |||||
Number of new shares authorized for issuance (in shares) | 29,335,000 | |||||
Number of additional shares authorized for issuance (in shares) | 37,326,953 | |||||
Number of shares available for issuance (in shares) | 30,760,857 | 30,760,857 | 3,960,000 | |||
Stock options exercisable, weighted-average exercise price (in dollars per share) | $ 136.81 | |||||
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% | |||||
Stock options issued and outstanding | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average grant date fair value for options granted (in dollars per share) | $ 90.50 | $ 9.74 | $ 4.10 | |||
Unvested options exercisable (in shares) | 6,229,524 | 6,229,524 | 10,765,894 | |||
Options unrecognized stock-based compensation expense | $ 20,100,000 | $ 20,100,000 | $ 20,600,000 | |||
Weighted-average remaining vesting period | 2 years 3 months 18 days | 2 years 7 months 6 days | ||||
Requisite service period of awards | 4 years | |||||
Liability for early exercise of stock options | $ 4,700,000 | $ 4,700,000 | $ 8,600,000 | |||
Number of unvested shares expected to be repurchased (in shares) | 2,128,660 | 3,871,772 | ||||
Shares of common stock reserved (in shares) | 13,603,000 | 13,603,000 | 18,186,000 | |||
Stock options issued and outstanding | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of awards | 10 years | |||||
Stock options issued and outstanding | President | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of awards | 10 years | |||||
Stock options issued and outstanding | Chief Operating Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Requisite service period of awards | 10 years | |||||
Stock options issued and outstanding | 2010 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Expiration period | 10 years | |||||
Stock options issued and outstanding | 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% | |||||
Stock options issued and outstanding | Class A common stock | 2019 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Cumulative shares granted (in shares) | 9,730,189 | 9,730,189 | ||||
Outstanding and unsettled 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 3 months 18 days | 3 years 6 months | ||||
Unrecognized stock-based compensation expense | $ 290,300,000 | $ 290,300,000 | $ 141,800,000 | |||
Stock-based compensation expense | 71,700,000 | 39,600,000 | $ 24,900,000 | |||
Total grant date fair value for vested shares | $ 57,900,000 | $ 27,000,000 | $ 6,000,000 | |||
Shares of common stock reserved (in shares) | 7,417,000 | 7,417,000 | 7,808,000 | |||
Outstanding and unsettled 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) | 7,468,871 | 7,468,871 | ||||
Restricted Stock | Zaraz | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock in connection with acquisition (in shares) | 39,000 | |||||
Unrecognized stock-based compensation expense | $ 6,000,000 | $ 6,000,000 | ||||
Restricted Stock | S2 Systems Corporation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock-based compensation expense | $ 3,200,000 | $ 3,200,000 | $ 8,800,000 | |||
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 | $ 0 | 1,800,000 | ||||
Stock-based compensation expense | $ 5,600,000 | $ 5,600,000 | ||||
Restricted Stock | Tranche One | S2 Systems Corporation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Vesting percentage | 77.80% | |||||
Restricted Stock | Tranche Two | S2 Systems Corporation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock reserved (in shares) | 8,056,000 | 8,056,000 | 5,230,000 | |||
ESPP | 2019 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted-average remaining vesting period | 4 months 24 days | |||||
Unrecognized stock-based compensation expense | $ 2,600,000 | $ 2,600,000 | $ 2,000,000 | |||
Maximum ownership percentage threshold for participation | 5.00% | |||||
Maximum contribution percentage per employee | 10.00% | |||||
ESPP | Class A common stock | 2019 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock reserved (in shares) | 5,870,000 | |||||
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) | 260,334 | 639,773 | ||||
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) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares Subject to Options Outstanding | ||||
Stock options outstanding, beginning balance (in shares) | 18,186 | 21,191 | 25,087 | |
Stock options granted (in shares) | 100 | 1,710 | 394 | |
Stock options exercised (in shares) | (4,455) | (4,451) | (2,665) | |
Stock options cancelled, forfeited, expired (in shares) | (228) | (264) | (1,625) | |
Stock options outstanding, ending balance (in shares) | 13,603 | 18,186 | 21,191 | 25,087 |
Stock options vested and expected to vest (in shares) | 13,601 | |||
Stock options exercisable (in shares) | 12,545 | |||
Weighted- Average Exercise Price per Option | ||||
Stock options outstanding, weighted-average exercise price, beginning balance (in dollars per share) | $ 3.92 | $ 2.30 | $ 2.18 | |
Stock options granted, weighted-average exercise price (in dollars per share) | 137.17 | 18.05 | 9.60 | |
Stock options exercised, weighted-average exercise price (in dollars per share) | 4.83 | 1.73 | 2.24 | |
Stock options cancelled, forfeited, expired, weighted-averaged exercise price (in dollars per share) | 2.67 | 2.61 | 2.35 | |
Stock options outstanding, weighted-average exercise price, ending balance (in dollars per share) | 12.47 | $ 3.92 | $ 2.30 | $ 2.18 |
Stock options vested and expected to vest, weighted-average exercise price (in dollars per share) | 12.47 | |||
Stock options exercisable, weighted-average exercise price (in dollars per share) | $ 2.55 | |||
Weighted- Average Remaining Contractual Terms (in years) | ||||
Stock options outstanding, weighted-average remaining contractual term | 6 years | 7 years | 7 years 4 months 24 days | 8 years 4 months 24 days |
Stock options vested and expected to vest, weighted-average remaining contractual term | 6 years | |||
Stock options exercisable, weighted-average remaining contractual term | 5 years 9 months 18 days | |||
Aggregate Intrinsic Value | ||||
Stock options outstanding, aggregate intrinsic value | $ 1,726,440 | $ 1,310,650 | $ 312,720 | $ 159,945 |
Stock options exercised, aggregate intrinsic value | 503,243 | $ 142,758 | $ 22,306 | |
Stock options vested and expected to vest, aggregate intrinsic value | 1,726,244 | |||
Stock options exercisable, aggregate intrinsic value | $ 1,617,738 |
Stock-based Compensation - Sc_2
Stock-based Compensation - Schedule of Assumptions Used to Determine the Fair Value of Stock Options Granted (Details) - Stock options issued and outstanding | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years | 6 years 2 months 12 days |
Expected volatility | 59.60% | 40.30% | 40.30% |
Risk-free interest rate | 1.30% | 0.70% | 2.30% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based Compensation - Sc_3
Stock-based Compensation - Schedule of Restricted Stock Units Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock and Restricted Stock Units | ||
Restricted Stock and RSUs | ||
Unvested and outstanding, beginning balance (in shares) | 8,629 | 6,508 |
Forfeited (in shares) | (681) | (588) |
Unvested, ending balance (in shares) | 7,456 | 8,629 |
Vested and not yet released (in shares) | 0 | 21 |
Outstanding at end of period (in shares) | 7,456 | 8,650 |
Weighted-Average Grant Date Fair Value | ||
Unvested, weighted average grant date fair value, beginning balance (in dollars per share) | $ 21.38 | $ 11.08 |
Forfeited (in dollars per share) | 29.78 | 13.18 |
Unvested, weighted average grant date fair value, ending balance (in dollars per share) | 47.36 | 21.38 |
Vested and not yet released, weighted-average grant date fair value (in dollars per share) | 0 | 36.56 |
Outstanding at end of period, weighted-average grant date fair value (in dollars per share) | $ 47.36 | $ 21.41 |
Restricted Stock Units (RSUs) | ||
Restricted Stock and RSUs | ||
Granted (in shares) | 2,203 | 4,153 |
Vested (in shares) | (2,734) | (2,286) |
Weighted-Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 108.87 | $ 33.13 |
Vested (in dollars per share) | $ 21.17 | $ 11.80 |
Restricted Stock | ||
Restricted Stock and RSUs | ||
Granted (in shares) | 48 | 949 |
Vested (in shares) | (9) | (107) |
Weighted-Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 167.69 | $ 17.06 |
Vested (in dollars per share) | $ 0 | $ 17.06 |
Stock-based Compensation - Sc_4
Stock-based Compensation - Schedule of Fair Value Assumptions for Employee Stock Purchase Plan (Details) - ESPP | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 8 months 12 days |
Risk-free interest rate | 0.10% | 0.10% | 1.80% |
Expected volatility | 58.90% | 63.10% | 35.50% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based Compensation - Sc_5
Stock-based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 90,137 | $ 56,334 | $ 36,627 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 2,583 | 1,225 | 716 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 27,277 | 16,019 | 8,709 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 44,196 | 26,090 | 13,037 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 16,081 | $ 13,000 | $ 14,165 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net loss attributable to common stockholders | $ (260,309) | $ (119,370) | $ (105,828) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 312,321 | 299,774 | 146,306 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 312,321 | 299,774 | 146,306 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.83) | $ (0.40) | $ (0.72) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.83) | $ (0.40) | $ (0.72) |
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 | $ (219,939) | $ (70,955) | $ (18,259) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 263,884 | 178,189 | 25,243 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 263,884 | 178,189 | 25,243 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.83) | $ (0.40) | $ (0.72) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.83) | $ (0.40) | $ (0.72) |
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 | $ (40,370) | $ (48,415) | $ (87,569) |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares) | 48,437 | 121,585 | 121,063 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares) | 48,437 | 121,585 | 121,063 |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (0.83) | $ (0.40) | $ (0.72) |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (0.83) | $ (0.40) | $ (0.72) |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 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) | 34,649 | 46,204 | 34,082 |
2025 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) | 4,676 | 15,363 | 0 |
2026 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) | 6,762 | 0 | 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) | 2,129 | 3,872 | 5,945 |
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) | 13,603 | 18,186 | 21,191 |
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) | 7,417 | 8,629 | 6,508 |
Vested and unreleased 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) | 0 | 21 | 0 |
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) | 62 | 133 | 438 |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (272,995) | $ (143,320) | $ (117,401) |
Foreign | 25,019 | 18,347 | 12,688 |
Loss before income taxes | $ (247,976) | $ (124,973) | $ (104,713) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current expense: | |||
Federal | $ 722 | $ 488 | $ 391 |
State | 143 | 66 | 29 |
Foreign | 2,730 | 769 | 325 |
Total current provision for income taxes | 3,595 | 1,323 | 745 |
Deferred expense (benefit): | |||
Federal | 0 | (641) | 0 |
State | 0 | (140) | 0 |
Foreign | 8,738 | (6,145) | 370 |
Total deferred provision for (benefit from) income taxes | 8,738 | (6,926) | 370 |
Total provision for (benefit from) income taxes | $ 12,333 | $ (5,603) | $ 1,115 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Expected benefit at U.S. federal statutory rate | 21.00% | 21.00% | 21.00% |
Foreign income or losses taxed at different rates | (2.50%) | 7.50% | 0.60% |
Stock-based compensation | 43.60% | 16.30% | (1.20%) |
Change in valuation allowance | (66.40%) | (39.40%) | (20.50%) |
Withholding taxes | (0.30%) | (0.40%) | (0.40%) |
Miscellaneous permanent items | (0.40%) | (0.50%) | (0.60%) |
Total provision for (benefit from) income taxes | (5.00%) | 4.50% | (1.10%) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 302,593 | $ 116,181 |
Tax credit carryforwards | 29,564 | 14,780 |
Operating lease liabilities | 32,355 | 10,322 |
Business interest carryforwards | 16,847 | 0 |
Stock-based compensation | 12,988 | 10,118 |
Accrued expenses and reserves | 2,769 | 2,615 |
Depreciation and amortization | 23 | 4 |
Other | 360 | 102 |
Gross deferred tax assets | 397,499 | 154,122 |
Valuation allowance | (269,519) | (75,091) |
Total deferred tax assets | 127,980 | 79,031 |
Deferred tax liabilities: | ||
Convertible senior notes | (73,265) | (43,889) |
Right-of-use assets | (32,122) | (10,626) |
Deferred commissions | (16,886) | (10,183) |
Capitalized internal-use software | (7,574) | (7,405) |
Depreciation and amortization | (1,269) | (1,326) |
Other | (2) | (2) |
Total deferred tax liabilities | (131,118) | (73,431) |
Deferred tax liabilities | $ (3,138) | |
Deferred tax assets | $ 5,600 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | ||||
Income tax expense | $ 12,333,000 | $ (5,603,000) | $ 1,115,000 | |
Valuation allowance | $ (269,519,000) | (269,519,000) | (75,091,000) | |
Increase (decrease) in valuation allowance | 194,400,000 | 11,600,000 | 25,600,000 | |
Amount of unrecognized tax benefits that would impact the effective income tax rate | 100,000 | 100,000 | ||
Amount of unrecognized tax benefits that would impact deferred tax assets | 12,500,000 | 12,500,000 | ||
Income tax expense related to interest and penalties | 0 | 0 | 0 | |
Foreign | 2,730,000 | 769,000 | $ 325,000 | |
Her Majesty's Revenue and Customs (HMRC) | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 153,200,000 | 153,200,000 | 43,200,000 | |
Foreign | 7,200,000 | |||
Federal | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 1,121,000,000 | 1,121,000,000 | 448,700,000 | |
Federal | Research and development tax credit carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforwards | 19,100,000 | 19,100,000 | ||
State | ||||
Income Tax Contingency [Line Items] | ||||
Net operating loss carryforwards | 770,300,000 | 770,300,000 | 215,800,000 | |
State | Research and development tax credit carryforward | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforwards | 11,100,000 | 11,100,000 | ||
Foreign | ||||
Income Tax Contingency [Line Items] | ||||
Tax credit carryforwards | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance as of the beginning of the period | $ 5,682 | $ 3,740 | $ 2,549 |
Increases for tax positions related to the prior year | 1,784 | 396 | 0 |
Decreases for tax positions related to the prior year | 0 | (303) | (120) |
Additions for tax positions related to the current year | 5,124 | 1,849 | 1,311 |
Balance as of the end of the period | $ 12,590 | $ 5,682 | $ 3,740 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | Oct. 15, 2021 | Jan. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Cash paid for acquisitions, net of cash acquired | $ 5,605 | $ 13,941 | $ 0 | ||
Repayments of notes payable | 200 | ||||
Developed technology | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 2 years | ||||
Zaraz | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 7,200 | ||||
Cash paid for acquisitions, net of cash acquired | 5,600 | ||||
Cash acquired | 800 | ||||
Value of shares issued | 1,600 | ||||
Payments to settle acquiree's outstanding debt | 1,100 | ||||
Compensation arrangements value | 6,500 | ||||
Compensation arrangement with individual, compensation expense | 500 | ||||
Compensation arrangement with individual, recorded liability | $ 6,000 | ||||
Compensation arrangement, weighted-average remaining recognition period | 2 years 9 months 18 days | ||||
S2 Systems Corporation | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 17,700 | ||||
Cash paid for acquisitions, net of cash acquired | 13,700 | ||||
Cash acquired | 100 | ||||
Value of shares issued | 1,800 | ||||
Payments to settle acquiree's outstanding debt | 6,900 | ||||
Compensation arrangements value | $ 20,300 | ||||
Compensation arrangement with individual, compensation expense | $ 5,700 | 11,400 | |||
Compensation arrangement with individual, recorded liability | $ 3,200 | ||||
Compensation arrangement, weighted-average remaining recognition period | 1 year 2 months 12 days | ||||
Estimated useful life | 2 years | ||||
Consideration held back | $ 2,200 | ||||
Consideration holdback period | 18 months | ||||
Purchase accounting adjustment | $ 800 | ||||
S2 Systems Corporation | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life | 2 years |
Business Combinations - Schedul
Business Combinations - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 15, 2021 | Dec. 31, 2020 | Jan. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 23,530 | $ 17,167 | ||
Zaraz | ||||
Business Acquisition [Line Items] | ||||
Developed technology | $ 1,400 | |||
Goodwill | 6,365 | |||
Total assets acquired | 7,765 | |||
Accrued compensation | (228) | |||
Accrued expenses and other current liabilities | (43) | |||
Other noncurrent liabilities | (322) | |||
Total purchase price | $ 7,172 | |||
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) | 12 Months Ended |
Dec. 31, 2021segment | |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 183,736 | $ 123,688 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 120,357 | 79,078 |
Rest of the world | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 63,379 | $ 44,610 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Feb. 14, 2022 | Jan. 14, 2022 |
Vectrix, Inc. | ||
Subsequent Event [Line Items] | ||
Consideration transferred | $ 17.4 | |
Area 1 Security, Inc. | ||
Subsequent Event [Line Items] | ||
Consideration transferred | $ 162 | |
Area 1 Security, Inc. | Minimum | Class A common stock | ||
Subsequent Event [Line Items] | ||
Percent of consideration paid in equity | 40.00% | |
Area 1 Security, Inc. | Maximum | Class A common stock | ||
Subsequent Event [Line Items] | ||
Percent of consideration paid in equity | 50.00% |